Georgetown Boathouse Surplus Declaration and Disposition Approval Act of 2026

MURIELBOWSERMAYOR
July7,2026
The HonorablePhilMendelson
Chairman
CounciloftheDistrictofColumbia
JohnA.WilsonBuilding
1350PennsylvaniaAvenue,NW, Suite504
Washington,DC 20004
DearChairmanMendelson:
EnclosedforconsiderationandadoptionbytheCounciloftheDistrictofColumbiaisa bill
entitled“GeorgetownBoathouseSurplusDeclarationandDispositionApprovalActof2026”.
ThisbillwilldeclareDistrict-ownedandadministeredrealpropertyalongthePotomacRiverandknownfortaxandassessmentpurposesasLots805,812,and813inSquare1179,asnolonger
requiredforpublicpurposesandauthorizeitsdispositionbytheMayor.TheDeputyMayorforPlanningandEconomicDevelopment(“DMPED”)hasnegotiatedatri-partyagreementforthetransferandsaleofparcelsalongthePotomacRiverbetweenGeorgetownUniversity,the
NationalParkService,andtheDistricttocompleteadecadelongefforttorealizeexpandednon-motorizedboatingactivitiesalongthePotomacRiverinGeorgetown,aswellastheconstruction
ofa scholasticboathousefacility,subjecttocertainpublicuseandpublicaccessbyGeorgetownUniversity.

Underthetermsoftheagreement,GeorgetownUniversitywillprovideyear-roundpublicaccesstothedocksofitsboathouse,allowingcommunitymembersaccesstothePotomacRiverforkayaking,paddleboardingandcanoeing,aswellasprogrammingtoexpandaccesstothesportofrowingamongtheD.C.community.
1urgetheCounciltotakepromptandfavorableactionontheenclosedbill
Sincerely,
Miufiel Bolyser
Enclosure
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A BILL
~~
'chairman Phil Mendelson
at the request of the Mayor
IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
To declare surplus and authorize the disposition by the Mayor of District-owned or administered
real property known for tax and assessment purposes as Lots 805, 812, and 813 in Square
1179.
BE IT ENACTED BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this
act may be cited as the "Georgetown Boathouse Surplus Declaration and Disposition Approval
Act of 2026".
Sec. 2. Definitions.
For the purposes of this act, the term:
(1) "Act" means An Act Authorizing the sale of certain real estate in the District of
Columbia no longer required for public purposes, approved August 5, 1939 (53 Stat. 1211; D.C.
Official Code§ 10-801 et seq.).
(2) "CBE Act" means the Small and Certified Business Enterprise Development and
Assistance Act of 2005, effective October 20, 2005 (D.C. Law 16-33; D.C . Official Code§ 2-
218.01 et seq.).
(3) "Certified Business Enterprise" means a business enterprise or joint venture certified
pursuant to the Small and Certified Business Enterprise Development and Assistance Act of
2005, effective October 20, 2005 (D.C . Law 16-33; D.C. Official Code§ 2-218.01 et seq.).
2
(4) “Developer” means Georgetown University, a federally chartered non-stock 34
corporation with a business address of 3700 O Street NW, 104 Harbin Hall, Washington, DC 35
20057. 36
(5) “First Source Agreement” means an agreement with the District governing certain 37
obligations of the Developer pursuant to section 4 of the First Source Employment Agreement 38
Act of 1984, effective June 29, 1984 (D.C. Law 5-93; D.C. Official Code § 2-219.03), and 39
Mayor’s Order 83-265, dated November 9, 1983, regarding job creation and employment 40
generated as a result of the construction on the Property. 41
(6) “LDA” means the draft Land Disposition Agreement for the Project submitted with 42
this act. 43
(7) “Property” means the real property known for tax and assessment purposes as Lots 44
0805, 0812, and 0813 in Square 1179. 45
Sec. 3. Findings. 46
(a) The District of Columbia is the owner or operator of the Property. 47
(b) The Property consists of approximately 25,000 square feet of land. 48
(c) The Property is no longer required for public purposes. 49
(d) The District government and the public will benefit substantially from the disposition 50
of the Property for private development. 51
(e) The Mayor, through the Office of the Deputy Mayor for Planning and Economic 52
Development, has selected the Developer to develop the Property. 53
(f) The intended development of the Property is a scholastic boathouse facility, subject to 54
certain public use and public access, to be developed, used and maintained by the Developer as 55
further described in the term sheet and LDA submitted with this act (“Project”). 56
3
(g) The method of disposition shall be a private sale for a portion of the Property, a 57
ground lease of greater than 15 years for a portion of the Property, and a license for greater than 58
15 years for a portion of the Property as further described in the term sheet and LDA submitted 59
with this act. 60
(h) The LDA for the disposition of the Property shall not be inconsistent with the 61
substantive business terms of the transaction submitted by the Mayor with this act in accordance 62
with section 1(b-1)(2) of the Act, unless revisions to those substantive business terms are 63
approved by the Council in accordance with section 1(b-4) of the Act. 64
(i) The Mayor has proposed that the terms of the disposition of the Property include the 65
following: 66
(1)(a) The Developer shall enter into an agreement that shall require the 67
Developer to, at a minimum, contract with Certified Business Enterprises for at least 35% of the 68
contract dollar volume of the Project in accordance with section 2349a of the CBE Act and 69
section 1(b)(6) of the Act. 70
(b) Unless the Developer is using solely its own funds for the Project, the 71
Developer shall also enter into an agreement that shall require the Developer to, at a minimum, 72
require at least 20% equity and 20% development participation of Certified Business Enterprises 73
in the Project, in accordance with section 2349a of the CBE Act and section 1(b)(6) of the Act. 74
(2) The Developer shall enter into a First Source Agreement. 75
Sec. 4. Surplus declaration and disposition approval. 76
(a) Notwithstanding any other provision of law, including the Act, the Council 77
determines that the Property is no longer required for public purposes and authorizes the Mayor 78
to dispose of the Property. 79
4
(b) The authority of the Mayor to dispose of the Property pursuant to this act shall expire 80
5 years after the effective date of this act. 81
Sec. 5. Fiscal impact statement. 82
The Council adopts the fiscal impact statement in the committee report as the fiscal 83
impact statement required by section 4a of the General Legislative Procedures Act of 1975, 84
approved October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1-301.47a). 85
Sec. 6. Effective date. 86
This act shall take effect following approval by the Mayor (or, in the event of veto by the 87
Mayor, action by the Council to override the veto), a 30-day period of Congressional review as 88
provided in section 602(c)(1) of the District of Columbia Home Rule Act, approved December 89
24, 1973 (87 Stat. 813, D.C. Official Code § 1-206.02(c)(1)), and publication in the District of 90
Columbia Register. 91
1350 Pennsylvania Avenue, N.W., Suite 409, Washington, D.C. 20004
Phone (202) 735-7589 Email: benjamin.moskowitz1@dc.gov
GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF THE ATTORNEY GENERAL
BRIAN L. SCHWALB
ATTORNEY GENERAL
LEGAL COUNSEL DIVISION
M
EMORANDUM
T
O: Tomás Talamante
Director
Office of Policy and Legislative Affairs
FROM: Ben Moskowitz
Assistant Deputy Attorney General
Legal Counsel Division
DATE: June 4, 2026
SUBJECT: Legal Sufficiency Review of the “Georgetown Boathouse Surplus Declaration and
Disposition Approval Act of 2026”
(AE-26-301)
_____________________________________________________________________________________
This is to Certify that the Office of the Attorney General has reviewed the
above-referenced legislation and found it to be legally sufficient. If you have any questions in this
regard, please do not hesitate to call me at (202) 735-7589.
_________________________________
B
en Moskowitz

Georgetown Boathouse Surplus Analysis

SURPLUS ANALYSIS

Project Name: Georgetown University Boathouse
Project Address: 3500 Water Street NW, Washington DC
Property Description: Lots 805, 812 and 813 in Square 1179
(the “Boathouse Parcel”)
Size of Property: Approximately 25,000 square feet
Zoning of Property: MU-12
Historic District: Chesapeake and Ohio Canal National Historical Park ,
Georgetown Historic District, The Potomac Gorge
Ward: 2

1. History of the Property: description of the Property (including approximate square
footage, description of any structure/improvements on the Property and whether
such structure/improvements are historically landmarked, and any available parking
on and off the Property), how and when the District acquired the Property; the terms
of the acquisition; a description of the Property’s former and current use; and, if the
Property includes improvements and is currently being used, whether the
improvements are occupied.

The Boathouse Parcel is located along the Potomac River in the 3500 block of Water Street
NW, immediately west of and underneath the Key Bridge. A po rtion of the Boathouse
Parcel is currently used by a National Park Service (NPS) seasonal concessionaire, the Key
Bridge Boathouse.

The NPS currently has administrative jurisdiction of Lot 805 from the District of Columbia.
The NPS currently owns Lots 812 and 813 in fee title. The Boathouse Parcel includes a
portion of 35th St NW south of Water Street NW that is to-be closed and is under the Key
Bridge.

The District of Columbia does not currently control the Boathouse Parcel. The District will
acquire the Boathouse Parcel from the NPS through a tri-party land swap and then dispose
of the Boathouse Parcel to Georgetown University.

As part of the tri-party land swap, the District will acquire waterfront property between the
Boathouse Parcel and Georgetown Waterfront Park (Square 1177, Lot 802 and Square
1178, Lots 800- 802) from the NPS (“ East Parcel ”) and Georgetown University (the
“University”) will also donate Part of Parcel 301/1 and 301/2 per Deed recorded in the
Land Records as Instrument No. 8900065661 to the NPS (the “Upriver Parcel”).

2. Describe the surroundin g neighborhood, including the following information: w hat
does the neighborhood offer in terms of housing, shopping, recreation, and
commercial space?

Georgetown Boathouse Surplus Analysis

The Boathouse Parcel is located along the Potomac River in the 3500 block of Water Street
NW, immediately west of and underneath the Key Bridge. The Boathouse Parcel is in the
MU-12 Zone and in the Parks, Recreation, and Open Space category on the Future Land
Use Map of the D istrict of Columbia Comprehensive Plan (the “Comp Plan”). The
Boathouse Parcel is currently occupied by a NPS seasonal concessionaire, the Key Bridge
Boathouse. To the west of the Boathouse Parcel are three low -scale buildings and the
Potomac Boat Club, followed by the remaining abutment of the Aqueduct Bridge, which
marks the end of Water Street NW and the start of the Capital Crescent Trail.

3. No Necessary District Use. D.C. Code § 10-801(a-1)(2)(A).

a. Please describe allowable future uses for the subject property.

The Boathouse Parcel is currently zoned MU -12, which allow s for mixed-use
developments that permit a broad range of commercial, institutional, and multiple
dwelling unit residential development at varying densities. The MU-12 zone is applied
generally in the vicinity of the waterfront and permits moderate-density mixe d-use
development.

b. Square footage of green space on the real property. (As defined by D.C. Code § 10-
801.01(1)).

The Boathouse Parcel currently does not include green space but is rather improved to
permit an NPS concessionaire to use of a portion of the Boathouse Parcel.

c. How were other District facility needs considered? Please explain if the Property has
any viable District use or why the Property has no viable use by the District, including
a description of the District’s current needs for real property, a description of public
uses considered, and a narrative explaining why the real property is unsuitable for
each public use.

The Boathouse Parcel will be acquired from the NPS then disposed of to Georgetown
University for construction of a boathouse with a public paddler float dock. Further, as
part of the tri -party land swap, the District will acquire the East Parcel. Planning for
viable District uses of the East Parcel will commence following its acquisition.

4. Why the determination that the Property is no longer required for public purposes is
in the best interest of the District. D.C. Code § 10-801(a-1)(2)(B).

a. Please describe most viable and reasonable future use(s) for the Property.

The District will acquire the East Parcel as part of the acquisition and disposition of the
Boathouse Parcel to the University. The most viable and reasonable future uses for the
East Parcel will be determined when the planning process for the East Parcel
commences.

Georgetown Boathouse Surplus Analysis

b. Please describe what potential uses of the Property would be in the best interest of
the District (economic, social, educational, provision of affordable housing
potential).

The best use of the Boathouse Parcel is one which aligns with the Environmental
Assessment and the Finding of No Significant Impact. The University will construct a
boathouse on the Boathouse Parcel , which includes a public paddler boat dock, in
furtherance of the EA and FONSI.

5. Public Outreach and Comment. D.C. Code § 10-801(a-1)(2)(C).

a. What specific outreach was d one to solicit community input on the proposed
surplusing of the P roperty, including any outreach conducted in addition to the
public hearing required under D.C. Code § 10-801(a-1)(2)(C)?

The Boathouse has been in the making for many years. During this time, the University
and DMPED have engaged regularly with multiple federal and District agencies.
Among other impacts, the University committed to provide public access for paddler
craft, both on the dedicated public access dock and on the primary dock when not in
use by the University.

The University has engaged regularly with local ANCs and other community
stakeholder groups. This engagement includes not only presentations to ANC 2E and
ANC 3D but also discussions with the Georgetown Community Partnership (“GCP”)
as well as other stakeholders, including the Georgetown Business Improvement
District, the Potomac River Access Coalition, and Georg etown Heritage. Finally, the
University has also discussed the Boathouse with immediate neighbors, including the
Potomac Boat Club, the Washington Canoe Club and other adjacent properties. In
response to feedback from ANC 2E and other stakeholders, the University expanded
the size of the public access dock, coordinated with DDOT regarding the configuration
of Water Street NW, agreed to secure off -site parking for coaches, and developed the
short-term bicycle parking and landscaping plan for the Boathouse parcel.

Georgetown Boathouse Surplus Analysis
Attachment A
Project
Boathouse Parcel

1 Georgetown Boathouse Disposition Analysis

DISPOSITION ANALYSIS
IN SUPPORT OF DISPOSITION OF REAL PROPERTY

Project Name: Georgetown University Boathouse
Project Address: 3500 Water Street NW, Washington DC
Property Description: Lots 0805, 812 and 813 in Square 1179
(the “Boathouse Parcel”)
Size of Property: Approximately 25,000 square feet
Zoning of Property: MU-12
Historic District: Chesapeake and Ohio Canal National Historical Park,
Georgetown Historic District, The Potomac Gorge
Ward: 2
Proposed Purchaser: Georgetown University

1. General Description of “Development Plan”:

The proposed Boathouse on the Boathouse Parcel will provide the Georgetown University’s
(the “University”) men’s and women’s rowing programs with dedicated facilities to support
training and education both in and out of the water. The University’s rowing program consists
of four squads comprising well over 100 student-athletes as well as 14 coaches; it is among the
largest university rowing programs in the country and the only program of its size and scale
without a dedicated boathouse.

The lower level of the Boathouse will accommodate storage for a variety of “shells,” including
not only the most common eight-person shells but also smaller three- and four-person shells
as well as single shells. The double-height space will allow for storage racks to accommodate
seven stacked shells. The upper level will include showers and locker rooms, a coach’s office,
classroom space, storage, and a multi-purpose room designed to be used for training and team
meetings. The multi-purpose room will open onto an outdoor viewing platform that overlooks
the Potomac River.

The primary pedestrian entrance to the Boathouse is located on the west side of the Boathouse’s
Water Street frontage. The main entrance is located on a small mezzanine level that will
provide access to both the upper-story program space and lower -story shell storage area.
Access to the water will be provided via a ramp on the eastern side of the Boathouse, which
will connect to the main gangway and dock. The 180-foot dock will be able to a ccommodate
three 60 -foot shell launches at a time. The ramp will also provide dedicated access to the
separate public paddler float dock, which will provide water access when the main dock is in
use by the University.

A site plan and views of the proposed Boathouse from the Potomac River and Water Street
NW are provided for in Exhibits 1-2.

2 Georgetown Boathouse Disposition Analysis

2. Proposed Method of Disposition. D.C. Official Code § 10-801(b)(8).

Once the TOJs from the NPS to the District are completed in late 2026, Lots 812, 813 and the
western portion of to-be closed 35th Street NW under the Key Bridge1 will be controlled by the
District through a TOJ and the District will own Lot 805 in Square 1179 in fee simple.

As such, the Boathouse Parcel will be disposed of as follows:
- Square 1179, Lot 805: A negotiated sale to a for -profit or nonprofit entity for specifically
designated purposes. DC Official Code § 10-801(b)(8)(B).
- Square 1179, Lot 812: A lease for a period of greater than 15 years. DC Official Code §
10-801(b)(8)(C).
- Square 1179, Lot 813 and the western portion of to-be closed 35th Street NW under the
Key Bridge: An exchange of interests in real property, which will be effectuated through
a license agreement. DC Official Code § 10-801(b)(8)(E).

3. Description of efforts to dispose of Property for direct “public benefit” as described in
specific government plan adopted by the Mayor or Council (e.g. Community
Development Plan, the Comprehensive Plan, the Strategic Neighborhood Plan, or the
Comprehensive Housing Strategy Plan). D.C. Official Code § 10-801(a-2).

a. Public Benefits Requested in Solicitation.

Due to the unique nature of the proposed disposition, a direct negotiation with the
University and the National Park Service (the “NPS”) was undertaken in lieu of a
solicitation.

b. Describe any Public Benefits in the proposed Developer’s Development Plan

The University’s Boathouse will provide the following public benefits:

Distinct and unique architecture:
The Boathouse consists of a two-story plus mezzanine structure with a sloped roof and two
pitched roofs, which harmonizes contextually with the similar design of the nearby
Potomac Boat Club. The design and massing of the Boathouse fit within the context of its
waterfront location and adjacency to the Key Bridge. The Water Street frontage features
arched windows on the ground floor, imitating the curvature of both the Key Bridge and
abutment for the former Aqueduct Bridge. The windows provide visibility at the street level
into the shell storage, offering passersby a glimpse into the ground story of the building.
The fieldstone complements the Potomac River and the adjacent Key Bridge. These
characteristics and materials are in keeping with the architectural guidelines set forth in the
2017 Campus Plan, specifically the use of stone and the transparent ground floor that will
activate Water Street and create a welcoming gesture at the head of the Capital Crescent
Trail.

1 The western portion of closed 35th Street to revert to Square 1179, Lot 813.
3 Georgetown Boathouse Disposition Analysis

The siting and massing also maintain porosity and access to the Potomac R iver. On the
west side, the Boathouse is set back approximately 8 feet, which will provide visibility to
the Potomac River between the Boathouse and the structures to the west. Terraced
landscaped forms within this side yard will double as stormwater management facilities.
On the east side, a 15-foot setback from the Key Bridge overhang provides not only
visibility but also accommodates access to the Potomac River.

Finally, the building’s siting and massing also respects the proximity to the Key Bridge
and the Whitehurst Freeway. The Boathouse is set back 15 feet from both the Freeway and
the Bridge to provide DDOT with space for maintenance activities, and the University will
grant DDOT an easement allowing for the same.

Sustainable and Resilient Design:
The Boathouse will be designed to minimum of LEED Silver certification. The building
program and design reflects and respects the Boathouse Parcel’s location within the 100 -
year floodplain and within a “Tidal Shoreline Buffer” area under DOEE’s recently-updated
flood hazard regulations. In accordance with these requirements, the upper -story program
areas are elevated to be at least 3.4 feet above the 500- year floodplain, and the building’s
mechanical equipment is located within a well area set in the sloped roof. The portions of
the Boathouse that are below this line are used for storage only and are designed to be “wet
floodproofed,” meaning that in the event of a flood, the floodwaters will be allowed to
enter the space, thus reducing loads on the structure.

Site and Water Access:
The primary pedestrian entrance to the Boathouse is located on the west side of the
Boathouse’s Water Street frontage. The main entrance is located on a small mezzanine
level that will provide access to both the upper -story program space and lower-story shell
storage area. Access to the water will be provided via a ramp on the eastern side of the
Boathouse, which will connect to the main gangway and dock. The 180- foot dock will be
able to accommodate three 60 -foot shell launches at a time. The ramp will also provide
access to the separate public paddler float dock, which will provide water access when the
main dock is in use by the University.

Multimodal Transportation and Offsite Parking:
The Boathouse will feature 12 short -term bicycle parking spaces adjacent to the Water
Street entrance. The Boathouse will not include any on- site vehicular parking or loading
facilities. Students are expected to walk or bike to the Boathouse, and the University will
arrange for vehicular parking for coaches within nearby parking garage facilities. In
coordination with DDOT, the University is proposing to create a dedicated loading zone
for the loading and unloading of shells for the teams’ weekend away meets on the north
side of Water Street. Specialized trailers designed to accommodate the shells will be stored
under the Key Bridge when not in use pursuant to a license agreement with the District.

4 Georgetown Boathouse Disposition Analysis

Maximizing CBE participation:
The University shall, at a minimum, contract with Certified Business Enterprises for at
least 35% of the contract dollar volume of the Boathouse pr oject in accordance with the
CBE Act.

Generating New Job Opportunities for DC Residents (First Source):
The University will comply with the District’s First Source requirements and has executed
a First Source Agreement. The Boathouse will create new construction job opportunities
for District residents.

Activation of the Boathouse Parcel:
Development of the Boathouse Parcel will convert a longstanding seasonal use site into a
Boathouse that is utilized year round for University athletics, as well as provide year round
public access to the Potomac River through a public paddler float dock, which will provide
water access when the main dock is in use by the University.

c. Public Uses included in proposed Developer’s Development Plan (such as public parks,
construction of roads, sidewalks, and other public amenities).

Public Access for Non-Motorized Paddler Boats:
The University will provide public access to the Potomac River at the Boathouse , both
from the main dock when not in use by the University and from a second public access
dock for non- motorized paddler watercraft, such as kayaks and paddleboards , that will
maintain public access when the University is using the main dock.

Increased Capacity at Thompson’s Boathouse:
The University currently rows from and stores its shells at Thompson’s Boat Center, which
is also used by many other local institutional rowing programs as well as the public. By
relocating to its own boathouse, the University will free up both capacity and storage space
at Thompson’s for other programs and users.

Finally, the Boathouse Parcel is currently used by an NPS concessionaire, Key Bridge
Boathouse, which operates a seasonal facility that offers kayak and paddleboard rentals,
private boat storage and launch access, storage lockers, and related facilities. Th is
concession will be relocated to an adjacent NPS site just west of the Aqueduct Bridge.

4. The chosen method of disposition, and how competition was maximized . D.C. Official
Code § 10-801(b-1)(1)(A).

The Boathouse Parcel will be disposed of as follows:
- Square 1179, Lot 805: A negotiated sale to a for -profit or nonprofit entity for specifically
designated purposes. DC Official Code § 10-801(b)(8)(B).
- Square 1179, Lot 812: A lease for a period of greater than 15 years. DC Official Code §
10-801(b)(8)(C).
5 Georgetown Boathouse Disposition Analysis

- Square 1179, Lot 813 and the western portion of to-be closed 35th Street NW under the
Key Bridge: An exchange of interests in real property, which will be effectuated through
a license agreement that is coterminal with the above sale and lease. DC Official Code §
10-801(b)(8)(E).
a. Description of solicitation process (include form of solicitation, how solicitation was
advertised).

Due to the unique nature of the proposed disposition through a tri-party land swap, a direct
negotiation with the University and the NPS was undertaken.

b. Please describe the competitive bid process, including number of responses. Please also
summarize each qualified bidder for the property. If no competitive process was followed,
please explain why not, and how the developer was chosen and all key terms of the
arrangement.

Due to the unique nature of the proposed disposition through a tri-party land swap, a direct
negotiation with the University and the NPS was undertaken.

c. Please describe any public hearings on the potential disposition and any public comment
received during the public hearings.

The Boathouse has been in the making for many years and the University engaged regularly
with multiple federal and District agencies. The University has met with representatives of
NPS and DMPED on a regular basis as part of the planning process for the Boathouse and
the tri-party land swap that will facilitate its construction. Among other impacts, their input
resulted in the University’s commitment to provide public access for paddler craft, both on
the dedicated public access dock and on the primary dock when not in use by the
University.

The University has also met periodically with representatives of the Office of Planning to
discuss the Boathouse; as a result of this input the University widened the setback on the
west side of the building. The University has also worked closely with DDOT to coordinate
on multiple facets of the Boathouse, resulting in a 15 -foot setback from the Whitehurst
Freeway and the Key Bridge to facilitate maintenance on the facilities and ongoing
development of public realm and roadway configuration on Water Street. Finally, the
University has met with staff at DOEE regarding the proposed zoning relief and other
regulatory aspects of the Boathouse and will continue to coordinate with DOEE staff on
stormwater management, floodplain design, and in-water permitting requirements.

The University has also worked closely with staff at the U.S. Commission of Fine Arts
(“CFA”) / Old Georgetown Board (“OGB”) and the District’s Historic Preservation Office
(“HPO”) on the design of the Boathouse. The University presented the Boathouse to OGB
at its July 3, 2025 meeting, revised the design of the building to increase the height of the
tower elements on the river side of the building, and returned to OGB at its March 5, 2026
6 Georgetown Boathouse Disposition Analysis

meeting, receiving a recommendation for concept approval. The University then presented
the Boathouse to CFA at its March 19, 2025 and received concept approval.

Finally, the University has engaged regularly with local ANCs and other community
stakeholder groups. This engagement includes not only presentations to ANC 2E and ANC
3D but also discussions with the Georgetown Community Partnership as well as other
stakeholders, including the Georgetown Business Improvement District, the Potomac
River Access Coalition, and Georgetown Heritage. Finally, the University has also
discussed the Boathouse with immediate neighbors, including the Potomac Boat Club, the
Washington Canoe Club and other adjacent properties. In response to feedback from ANC
2E and other stakeholders, the University expanded the size of the public access dock,
coordinated with DDOT regarding the configuration of Water Street, agreed to secure off-
site parking for coaches, and developed the short -term bicycle parking and landscaping
plan for the Boathouse.

Due to the unique nature of the tri-party land swap, the above community engagement was
undertaken in lieu of the public disposition hearing.

5. The manner in which economic factors were weighted and evaluated, including estimates
of the monetary benefits and costs to the District that will result from the disposition.
The benefits shall include revenues, fees, and other payments to the District, as well as
the creation of jobs. D.C. Official Code § 10-801(b-1)(1)(B).

The District does not currently control the Boathouse Parcel, the East Parcel , or the Uprive r
Parcel. As part of the tri-party land swap, the District will dispose of the Boathouse Parcel to
the University, the District will acquire waterfront property between the Boathouse Parcel and
Georgetown Waterfront Park (Square 1177, Lot 802 and Square 1178, Lots 800-802) from the
NPS (“East Parcel”) and the University will donate Part of Parcel 301/1 and 301/2 per Deed
recorded in the Land Records as Instrument No. 8900065661 to the National Park Service (the
“Upriver Parcel”).

The East Parcel will provide the District with prime waterfront property on the Potomac River.
Following Council approval of the disposition of the Boathouse Parcel to the University, the
District will commence planning for future uses of the East Parcel.

6. Please describe all disposition methods considered and provide a narrative of the
proposed disposition method that contains comparisons to the other methods and shows
why the proposed method was more beneficial for the District than the others in the areas
of return on investment, subsidies required, revenues paid to the District, and any other
relevant category, or why it is being proposed despite it being less beneficial to the District
in any of the measured categories. D.C. Official Code § 10-801(b-1)(1)(C).

Due to the unique nature of the proposed disposition through a tri -party land swap, as well as
the need for the University to utilize the area under the Key Bridge for the storage of trailers
and shells, disposition will be by fee simple, ground lease and license, as outlined above.
7 Georgetown Boathouse Disposition Analysis

7. A pre-disposition economic impact statement in the form of a quantitative analysis that
estimates the economic benefits, including revenues, tax receipts, and job creation, that
will result from the disposition, including the anticipated benefits of any development
project to be undertaken at the property and any offsite property, including direct,
indirect, or induced outcomes. D.C. Official Code § 10-801(b-1)(1)(D).

The University’s proposed Boathouse is projected to generate the following revenues and
economic benefits for the District.

Jobs (estimates provided by the University):
o Temporary Construction Jobs: approximately 125
o Permanent Jobs: approximately 3
o Training and Pre-apprenticeship Workshops: The University plans to participate in
training and pre-apprenticeship workshops in coordination with their community
partners and their General Contractors.
o First Source Agreement: The University has executed a First Source Agreement for
the Boathouse to benefit DC Residents.
o Certified Business Enterprise (CBE) Agreement: The University has executed a CBE
Agreement for their Boathouse to benefit DC businesses.

Tax Revenues (estimates provided by the University):
o Approximately $0 over 10 years inclusive of real property taxes, sales and use taxes
and other business-related taxes.
o Approximately $0 in construction period related taxes and revenues.

8. An itemization of any government assistance to be received, or contemplated to be
received, by the purchaser or lessee under the disposition, including any discount on the
price or rent, grants, loans, tax credits, tax abatements, tax increment financing,
affordable housing subsidies, land exchange, and negotiated contributions. D.C. Official
Code § 10-801(b-1)(4).

No government assistance will be received, or is contemplated to be received, by the University
as part of the Boathouse Parcel development.

Exhibit 1
Boathouse Parcel Site Plan

8 Georgetown Boathouse Disposition Analysis

9 Georgetown Boathouse Disposition Analysis

Exhibit 2
Boathouse Development Plan

DocusignEnvelopeID:CFC0SB70-0305.815F-82FF-108FEDDACAC7
‘TERMSHEET
GeorgetownTri-PartyLandDisposition

DateParties
Property
NATIONALPARKSERVICE(the“NPS"),anagencyoftheUnitedStatesDepartmentoftheInterioractingthroughtheRegionalDirectoroftheNPS’sNationalCapitalRegion;DistrictofColumbia
(the“Distriet”),actingbyandthroughtheOfficeoftheDeputyMayorforPlanningandEconomicDevelopment(“DMPED”),andGEORGETOWN UNIVERSITY,a federallycharterednon-stock
corporation(the“University"). -
Parcel1A,Parcel1B,a portionofParcel1C (collectively,the“BoathouseParcel”);Parcel2A,Parcel2B,Parcel2C,Parcel2D,
Parcel2E,andthe35"StreetNW StreetClosureParcel(collectively,
the“EastParcel”);andParcel3(the“UpriverParcel”),together
withlicensesandeasements,eachParceldescribedfullyinExhibit
A(Seeattached).

LandDispositionAgreement
AllofthetermsandconditionsoftheconveyanceoftheBoathouse
Parcelwillbegovernedbythetermsofa LandDisposition
Agreement(“LDA”)byandbetweentheParties.
Method of Disposition The NPS shailtransferitsadministrativejurisdictiontoParcels1A-
1C and 2A-2E to theDistrict.The Districtshal convey (infee
simple)totheUniversityalloftheDistrict'sright,title,and interest
inand toParcel1A; (ii)ground leaseParcel1C totheUniversityfor
faperiodofninety-nine(99)years;(iii)granta Licensetothe
UniversitytooccupyParcel2A forthetermoftheGroundLease.
‘TheUniversityshall:(i)donatetheUpriverParcelwithitsaccess
easement to theNPS, (ii)convey to the Districta non-exclusive
Easement on Parcel1A andIC for thetermof theGround Lease,and
(iii)receivefrom theDistricta Licenseon Parcel2A forthetermof
theGround Lease.

Consideration {AsconsiderationfortheDistrictconveying(infeesimple)Parcel1AandgroundleasingParcel1CtotheUniversityatClosing,theUniversitywilldeveloptheBoathouseProjectinaccordancewiththetermsandconditionsofthisLDA,theGroundLease,andtheConstructionandUseCovenant.
TheProject
ConditionsofClosing
TheBoathouseParcelwillbedevelopedintoaboathouse,consistentiththetermsoftheLDA.istrict’sobligationtoconveyParcel1AandgroundleaseParcelICtotheUniversityshallbeconditionedontheconditionstoclosingsetforthintheLDA.

GreenBuilding
Requirements
4930-8744-7699,v.18
The Universityshallconstructtheboathouseon theBoathouseParcel
incompliancewith theGreen BuildingAct of 2006, D.C. Official
Code §§ 6-1451.01 et seq.,as amended, and the regulations
promulgatedtherewith.
‘DocusignEnvelope1D:CFC0S870-03C5-815F-82FF-108FEDDACACT

Scheduleof
Performance
The followingcontainstermsof theScheduleof Performancewith
estimateddates,which may be amended and extendedwith the
approvalof DMPED inaccordancewiththetermsof theLDA:
+ ExecutionoftheLDA ~ within60daysafterCouncilapprovalofthedispositionClosing—no laterthan December 31, 2030
CommencementofConstruction— within60daysofClosingSubstantialCompletion—within2.5yearsofClosingFinalCompletion—within4yearsofClosing

Post-Closing
Requirements
AsrequiredundertheLDA,theUniversityshallexecuteatClosingtheConstructionandUseCovenantandshallbeboundtocomplywiththerequirementsofthesamefortheapplicabledurationsidentifiedtherein.UponClosing,theUniversityshallconstructtheboathouseontheBoathouseParcel,inaccordancewiththetermsandconditionsoftheLDA.
CertifiedBusinessEnterprise TheUniversityshallenterintoa CertifiedBusinessEnterpriseUtilizationandParticipationAgreementwiththeDepartmentofSmalland LocalBusinessDevelopmentgoverningcertain
obligationsof theUniversityundertheSmall,LocalandDisadvantagedBusinessEnterpriseDevelopmentandAssistanceAct of 2005, as amended.

FirstSourceRequirements
TheUniversityshallenterintoaFirstSourceAgreementwiththeDepartmentofEmploymentServicesthatshallgovernobligationsof,theUniversitypursuanttoD.C.OfficialCode§§2-219.03,etseq.,
andMayor'sOrder83-265(November9,1983)regardingjobcreationandemploymentgenerated.
4930-8744-7699,v.18

‘DocusignEnvelopeID:CFC0S870.03C5-815F-82FF-108FEDDACACT
1.
INTENTION ANDLIMITATIONS OF THIS TERM SHEET
‘ThePartiesacknowledgethattheyhavepreparedandsignedthisTermSheetforthesolepurposeofobtainingtheapprovaloftheCounciloftheDistrictofColumbia(the“Council”)totheproposedtransaction.TheUniversityacknowledgesthatDMPED'snegotiationoftheLDAandthepreparationofthisTermSheet,DMPED’ssignatureonthisTermSheet,andsubmissionofthisTermSheetandsupportingdocumentstotheCouncilshallnotbindtheDistricttoexecutetheLDA ortoconveythePropertytotheUniversity.The Universityfurtheracknowledgesthat,notwithstandingCouncilauthorizingtheconveyanceoftheBoathouseParcel,theDistricthasnoobligationtodosoabsent the ictand the Universityduly executingthe LDA and the satisfactionof the
conditionscontainedtherein.IntheeventDMPEDortheMayordetermine,intheirsoleandabsolutediscretion,towithholdsubmissionofthisTerm Sheetandsupporting
documentstotheCouncilortootherwisedeclinetosecureCouncilauthorizationfortheconveyance,DMPEDmayterminatenegotiationswiththeUniversityandtheDistrictshallnotberesponsiblefortheUniversity’scostsandexpensesincurred.

‘TheUniversityacknowledgesthatallapprovalsrequiredoftheCouncilwillbegrantedorwithheldinthesoleandabsolutediscretionoftheCouncilandthat,absentCouncil
approvaloftheproposedtransaction,DMPED hasnoauthoritytoconveythePropertytotheUniversity.TheUniversityacknowledgesthatitissigningthisTermSheetpriorto
obtainingallnecessaryCouncilapprovals.IntheabsenceofsuchapprovalsandexecutionoftheLDA,theUniversityproceedsatitssoleriskandexpensewithnorecourse
whatsoeveragainsttheDistrict.
TheUniversityandDMPED agreethatuponreceiptofallnecessaryCouncilapprovals,
theUniversityandDMPED intendtofinalizeandexecutetheLDA governingallofthetermsandconditionsoftheconveyanceoftheBoathouseParcel.
Untilthe Universityand the Districtenterintothe binding LDA, both the Universityand
theDistrictreservetherighttoproceedwiththeproposedtransactionintheirsoleandabsolutediscretion.UpontheexecutionoftheLDA,theUniversityandDMPEDshallproceedinaccordancewiththetermsoftheLDA;provided,however,thattheUniversityandDMPEDacknowledgeandagreethatanysubstantivechangeinthetermssetforthinthisTermSheetshallbesubjecttofurtherCouncilreviewandapprovalinaccordancewiththe Act.
4930-8744-7699,v.18
‘DocusignEnvelopeID:CFC0SB70-03C5-815F-82FF-108FEDDACACT
TheDistrictandtheUniversityhavecausedthisTermSheettobesignedandacknowledgedbytheirrespectivedulyauthorizedrepresentativesasofthedateidentifiedabove.
4930-8744-7639,v.18
DISTRICT OF COLLMBIA, by and through theOfficeof the Deputy
MayorforPlanning/andEconomicDevelopment

BY:
Nina Albert|
DeputyMayorforPlanningandEconomicDevelopment
GEORGETOWN UNIVERSITY
ecusianeby:
BY:
David Green
ExecutiveVice Presidentand ChiefOperatingOfficer
DocusignEnvelopeID:CFCOSB70-0305.815F-82FF-108FEDDACAC7

ExhibitALegalDescription
BoathouseParcel
Parcel1A Square1179Lot805
Parcel1B(ownedbyGeorgetownUniversity)Square1179 Lot 806

Parcel1C Square 1179Lot 812

DDOTLicenseundertheKeyBridge ‘Square1179Lot813andportionof35®StreetNW (tobeclosed)undertheKeyBridge
DDOTEasement 15feetfromtheWhitehurstFreewayandKeyBridgeonportionsofSquare1179Lots805and 812
UpriverParcel
UpriverParcelwithAccessEasement Part of Parcel301/1 and 301/2 per Deed
recordedin the Land Records as Instrument
No.8900065661

EastParcel
2A Square1179Lot813andportionof35 StreetNNW(tobeclosed)undertheKeyBridge
2B Square1178Lot801andportionof35®StreetNW (tobeclosed)eastoftheKeyBridge)
2c Square 1178 Lot 800
2D Square1178Lot802
2E Square1177Lot802
35" StreetNW southof Water StreetNW (to
be closed)
Taxlotscreatedafterstreetclosure,withportionundertheKeyBridgetoreverttoParcel2AandportioneastoftheKeyBridgeto revertto Parcel2B

DDOT Easement
15feetfromtheWhitehurstFreewayRamp.and15feetfromtheKeyBridge
490-8744-7639,v.18

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aangSBS icwsovce|7"Scenaute
Areqmeg
@

9202HOW|3IYO_95=.1TOS. ANAOD40LOISNOLONIHSYM "MIN‘1331SHBLWMNOOBLWNLIS
2081072/11BuYNOS 208®108‘008SLO8211SuvNOS @4SO1034O1-“MN“LASULSWISE €18¥Z18‘S08SLOT6411SuvNDS: NOLLOIGSIUNF4OUI4SNVeLG3SOdOuS
VE

Council version

LAND DISPOSITION AGREEMENT

by and between the

UNITED STATES OF AMERICA
DEPARTMENT OF THE INTERIOR
NATIONAL PARK SERVICE

and the

DISTRICT OF COLUMBIA

and

GEORGETOWN UNIVERSITY,

REGARDING DISPOSITION AND DEVELOPMENT OF REAL PROPERTY

GEORGETOWN WATERFRONT

IN THE DISTRICT OF COLUMBIA

______________ ___, 202[__]
Council version
TABLE OF CONTENTS
ARTICLE I DEFINITIONS ........................................................................................................... 3
1.1 Definitions....................................................................................................................... 3
1.2 Rules of Construction ................................................................................................... 14
1.3 Other Definitions .......................................................................................................... 14
ARTICLE II SALE AND GROUND LEASE OF PARCELS; CONDITION OF PARCELS;
OBLIGATIONS OF THE PARTIES ............................................................................................ 15
2.1 Sale and Ground Lease; Consideration ......................................................................... 15
2.2 Condition of Property ................................................................................................... 15
2.3 Title ............................................................................................................................... 19
2.4 Risk of Loss .................................................................................................................. 20
2.5 Condemnation ............................................................................................................... 20
2.6 Obligations of the Parties .............................................................................................. 21
ARTICLE III REPRESENTATIONS AND WARRANTIES ...................................................... 22
3.1 Mutual Representations of the Parties .......................................................................... 22
3.2 Additional University Representations, Warranties and Covenants. ............................ 23
3.3 Additional District Representations, Warranties and Covenants. ................................. 24
3.4 Survival ......................................................................................................................... 24
ARTICLE IV APPROVAL OF CONSTRUCTION PLANS AND SPECIFICATIONS AND
OTHER SUBMISSIONS .............................................................................................................. 25
4.1 Construction Plans and Specifications .......................................................................... 25
4.2 District and NPS Review and Approval of Construction Plans and Specifications ..... 26
4.3 Changes in Construction Plans and Specifications; Government Required Changes .. 27
4.4 Project Professionals ..................................................................................................... 28
4.5 Community Participation Program ............................................................................... 28
4.6 Construction Consultant................................................................................................ 28
4.7 Project Budget ............................................................................................................... 29
4.8 Compliance with Law ................................................................................................... 29
4.9 Submission Deadline Extensions .................................................................................. 30
ARTICLE V .................................................................................................................................. 30
CONDITIONS TO CLOSING ................................................................................................. 30
5.1 Conditions Precedent .................................................................................................... 30
5.2 Failure of Condition ...................................................................................................... 31
ARTICLE VI ................................................................................................................................ 32
2

4879-5172-1762, v. 42
CLOSING ................................................................................................................................. 32
6.1 Closing Date and Outside Closing Date ....................................................................... 32
6.2 Deliveries at Closing ..................................................................................................... 32
6.3 Recordation of Closing Documents; Closing Costs ...................................................... 34
ARTICLE VII DEVELOPMENT OF PROPERTY AND CONSTRUCTION OF
IMPROVEMENTS ....................................................................................................................... 34
7.1 Obligation to Construct Improvements ......................................................................... 34
7.2 Governmental Approvals .............................................................................................. 34
7.3 Issuance of Permits ....................................................................................................... 35
7.4 Site Preparation ............................................................................................................. 35
7.5 Opportunity for CBEs ................................................................................................... 35
7.6 Employment of District Residents; First Source Agreement ........................................ 35
7.7 Davis Bacon Act; Living Wage Act ............................................................................. 35
7.8 Green Building Act ....................................................................................................... 36
ARTICLE VIII DEFAULTS ........................................................................................................ 36
8.1 Default........................................................................................................................... 36
8.2 Limitation on Remedies; Cure Periods ......................................................................... 36
8.3 No Waiver by Delay; Waiver ....................................................................................... 36
8.4 Assignment of Development Work Product ................................................................. 37
8.5 Attorneys’ Fees ............................................................................................................. 37
8.6 Rights and Remedies Cumulative ................................................................................. 37
ARTICLE IX ................................................................................................................................ 37
CONSTRUCTION ACCOUNT AND FINANCNG COMMITMENTS ..................................... 37
9.1 Construction Funding and Security .............................................................................. 37
9.2 Subsequent Debt Financing .......................................................................................... 38
ARTICLE X CONSTRUCTION FINANCING ........................................................................... 39
10.1 Limitations on Encumbrances ....................................................................................... 39
10.2 Bona Fide Indebtedness ................................................................................................ 39
ARTICLE XI ASSIGNMENT AND TRANSFER ....................................................................... 39
11.1 Assignment ................................................................................................................... 39
11.2 No Unreasonable Restraint ........................................................................................... 39
ARTICLE XII ............................................................................................................................... 39
INSURANCE OBLIGATIONS; INDEMNIFICATION .............................................................. 39
12.1 Insurance Coverage ........................................................ Error! Bookmark not defined.
12.2 Indemnification ............................................................................................................. 39
3

4879-5172-1762, v. 42
ARTICLE XIII NOTICES ............................................................................................................ 40
ARTICLE XIV MISCELLANEOUS ........................................................................................... 41
14.1 Party in Position of Surety With Respect to Obligations .............................................. 41
14.2 Conflict of Interests; Representatives Not Individually Liable .................................... 41
14.3 Survival; Merger ........................................................................................................... 41
14.4 Titles of Articles and Sections ...................................................................................... 41
14.5 Law Applicable; Forum for Disputes ........................................................................... 41
14.6 Entire Agreement; Recitals; Exhibits ............................................................................ 42
14.7 Counterparts .................................................................................................................. 42
14.8 Time of Performance .................................................................................................... 42
14.9 Successors and Assigns ................................................................................................. 42
14.10 Third Party Beneficiary ............................................................................................. 42
14.11 Further Assurances.................................................................................................... 42
14.12 Modifications and Amendments ............................................................................... 43
14.13 Severability ............................................................................................................... 43
14.14 Anti-Deficiency Limitation; Authority ..................................................................... 43
14.15 Time of the Essence; Standard of Performance ........................................................ 43
14.16 No Partnership .......................................................................................................... 43
14.17 Each Party to Bear Its Own Costs ............................................................................. 44
14.18 Discretion .................................................................................................................. 44
14.19 Force Majeure ........................................................................................................... 44
14.20 Joint Preparation ....................................................................................................... 44
14.21 Estoppel Certificates ................................................................................................. 44
14.22 No Favorable Interpretation ...................................................................................... 44
14.23 Member of Congress ................................................................................................. 45
14.24 Lobbying with Appropriated Money ........................................................................ 45
14.25 Disclaimers of Government Endorsement ................................................................ 45
14.26 Public Release of Information .................................................................................. 45

Council version
LAND DISPOSITION AGREEMENT
This Land Disposition Agreement (“LDA”), is made as of the _____ day of _________,
202[_], by and between THE UNITED STATES OF AMERICA (the “United States”), acting by
and through the NATIONAL PARK SERVICE, National Capital Regional Director (the “NPS”),
the DISTRICT OF COLUMBIA, acting by and through the Office of the Deputy Mayor for
Planning and Economic Development (the “District”), and GEORGETOWN UNIVERSITY, a
federally chartered non -stock corporation (the “University”). The NPS, the District, and the
University are referred to collectively hereinafter as the “Parties” or each, individually, as a
“Party”).
RECITALS
WHEREAS, each of the Parties owns and/or controls certain parcels (each, a “Parcel”) of
real property located along the Potomac River in the Georgetown/Palisades neighborhoods in the
District of Columbia, which parcels are further described below and generally consist of: (i) Parcel
1 (aka, the “Boathouse Parcel”); (ii) Parcel 2 (aka, the “East Parcel”); and (iii) Parcel 3 (aka, the
“Upriver Parcel”), in each case shown on the plans entitled “[ ]” prepared by
[ ] dated [ ], 202[ 5], a copy of which is attached hereto as Exhibits A-1 through A -3
(collectively, the “Parcel Plans”);
WHEREAS, the Parties recognize that cooperating to develop a comprehensive approach
to the use and redevelopment of the above-described Parcels will fulfill several important goals of
the NPS, the District and the University and, accordingly, the Parties wish to engage in a series of
mutually beneficial transactions that are intended to advance such goals and that will result in: (i)
the United States owning and the NPS administering the Upriver Parcel, which will be used and
administered by the NPS as part of the National Park System and managed by the Chesapeake and
Ohio Canal National Historical Park; (ii) the District owning and controlling the East Parcel, which
will be used and maintained by the District for park and public boathouse purposes consistent with
the NPS ’s 1987 Plan for Georgetown Waterfront Park and the NPS’s 20 16 Georgetown Non-
motorized Boathouse Zone Development Plan (collectively, the “Waterfront Plans”), including
recreation and ancillary retail uses; and (iii) the University controlling the Boathouse Parcel, which
will be developed, used and maintained by the University as a scholastic boathouse facility (as
further described herein, the “Boathouse Project”), in accordance with the Waterfront Plans;
WHEREAS, it is anticipated that the United States owning and the NPS administering the
Upriver Parcel would, among other things : (i) terminate that certain easement (the “Upriver
Access Easement”) set forth in a Deed from the Washington and Western Maryland Railroad
Company and the Real Est ate and Improvement Company of Baltimore City to the University
dated as of November 15, 1989, and recorded as Document #8900065661 among the Land Records
of the District of Columbia (the “Land Records”), which Upriver Access Easement benefits the
Upriver Parcel and burdens land owned by the United States within the Chesapeake and Ohio
Canal Historical Park; and (ii) contribute to the land managed as part of such Park to further the
mission of the NPS and the purpose of the Park as described in its enabling legislation;
WHEREAS, it is anticipated that the substantial private investment to be made in
redeveloping the Boathouse Parcel would, among other things, create an active waterfront along
2

4879-5172-1762, v. 42
the Potomac River within Georgetown, an important District planning objective, while providing
amenities that will benefit the surrounding community;
WHEREAS, it is anticipated that the District owning and controlling the East Parcel
would, among other things, allow the District to commence planning to provide desirable amenities
on such Parcel for the benefit of the surrounding community;
WHEREAS, to accomplish the foregoing, the Parties propose to take the following
actions, which are further described in clauses that follow below (collec tively, the
“Transactions”): (i) the NPS will transfer administrative jurisdiction over Parcel 1A, Parcel 1 C,
and Parcel 2 to the District; and (ii) the District will convey (in fee simple) Parcel 1A and ground
lease Parcel 1C to the University;
WHEREAS, to accomplish the foregoing Transactions and the development of the
Boathouse Project, the University has acquired Parcel 1C (hereinafter defined) and will execute
the Boathouse License with DDOT (hereinafter defined);
WHEREAS, the NPS intends to transfer administrative jurisdiction over Parcels 1A, 1C,
and 2 to the District for park and public boathouse purposes, pursuant to 40 U.S.C. § 8124, which
authorizes transfers between federal and District authorities for purposes of administration and
maintenance, under agreed -upon conditions, and such transfer of jurisdiction would allow the
District to control, develop, and utilize the parcels for the Waterfront Plans and, after the
subsequent conveyance of the Boathouse Parcel, allow for the University to develop the Boathouse
Project (“TOJ”);
WHEREAS, the District intends to close a portion of 35 th Street located within Parcel 2
pursuant to D.C. Code § 9-202 and, following closure, revert the portion of the Street Closure
Parcel under the Key Bridge to Parcel 2 A and revert the remainder of the Street Closure Parcel
with Parcel 2E (“Street Closing”);
WHEREAS, the TOJ and the Street Closing will occur prior to Closing of the Transactions
and by the process defined in Exhibit O;
WHEREAS, given the Transactions a nd development of the Boathouse Project
contemplated hereunder, the University will no longer need ownership and control of Parcel 3 and,
therefore, the University intends to donate all of its right, title , and interest in the Upriver Parcel
to the United States for the purpose of inclusion as part of the Chesapeake and Ohio Canal National
Historical Park causing the termination of the Upriver Access Easement by merger;
WHEREAS, the NPS intends to accept the Upriver Parcel pursuant to 54 U.S.C. § 101101,
which authorizes the NPS to accept donations of land and other property within a unit of the
National Park System, and the Parties intend that the donation will occur prior to Cl osing of the
Transactions;
WHEREAS, the District’s participation in the Transactions, including, specifically, the
conveyance of Parcel 1A and ground lease of Parcel 1C to the University, and the granting of a
license over Parcel 2A to the University, was approved on _______________ by the Council of
the District of Columbia (the “ Council”) pursuant to the
3

4879-5172-1762, v. 42
__________________________________________ Act of _____ (“ Act”),0F
1 subject to certain
terms and conditions incorporated herein; and
WHEREAS, the Distric t has obtained all applicable approvals for the aforesaid
Transactions from the Federal Highway Administration (“FHWA”).
NOW THEREFORE, in consideration of the agreements, terms and conditions set forth
in this LDA and other good and valuable consideration , the sufficiency of which is hereby
acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. For the purposes of this LDA, the following capitalized terms shall
have the meanings ascribed to them below:
“Affiliate” means with respect to any Person (“first Person”) (i) any other Person directly
or indirectly Controlling, Controlled by, or under common Control with such first Person, (ii)
any officer, director, partner, shareholder, manager, member, or trustee of such first Person, or
(iii) any officer, director, general partner, manager, member, or trustee of any Person described
in clauses (i) or (ii) of this sentence.

“Applicable Law ” means all applicable District of Columbia and federal laws, codes,
regulations, and orders, including, without limitation, Environmental Law s, laws relating to
historic preservation, laws relating to accessibility for persons with disabilities, the Davis -Bacon
Act (if and as applicable).
“Approved Plans and Specifications” is defined in Section 4.2.1.
“Architect” means the architect of record for the Boathouse Project, who shall be licensed
to practice architecture in the District of Columbia and appointed by the University.
“Boathouse Commitment” is defined in Section 2.3.1.
“Boathouse Facilities” is defined in Section 2.6.2.
“Boathouse License” is defined in Section 2.6.3(b).
“Boathouse Parcel ” means all of Parcel 1A, Parcel 1B, and Parcel 1C, all as further
described on Exhibit A-1, attached hereto.
“Boathouse Parcel Easement” is defined in Section 2.6.3(a).
“Boathouse Survey” is defined in Section 2.3.1.

1 NTD: Information to be completed at time of approval of LDA by District Council (“LDA Approval”).
4

4879-5172-1762, v. 42
“Business Day” means Monday through Friday, inclusive, other than holidays recognized
by the District of Columbia government, or days on which the District of Columbia government
is officially closed.
“CBE Agr eement” is that certain Certified Business Enterprise Utilization and
Participation Agreement to be entered into by and between the University and DSLBD, governing
certain obligations of the University under the Small and Certified Business Enterprise
Development and Assistance Act of 2005, as amended (D.C. Law 16-33; D.C. Official Code §§2-
218.01, et seq.) with respect to the Boathouse Project , the form of which is attached hereto as
Exhibit B.1F
2
“Closing” is the consummation of the Transactions involving: the conveyance of Parcel
1A and ground lease of Parcel 1C from the District to the University, as contemplated by this LDA.
“Closing Date” is defined in Section 6.1.
“Commencement of Construction” means, with respect to any Phase, the time at which
the University has (i) executed a Construction Contract with its Contractor; (ii) given the
Contractor a notice to proceed under said Construction Contract; (iii) caused the Contractor to
mobilize on the Property equipment necessary for demolition, if any, and/or excavation; (iv)
obtained the required Permits for demolition, excavation and sheeting and shoring; and (v)
commenced demolition, if any, and/or excavation upon the Property pursuant to the Approved
Plans and Specifications. For purposes of this LDA, the term “Commencement of Construction”
does not mean site exploration, borings to determine foundation conditions, or other pre -
construction monitoring or testing to conduct due diligence activities or to establish background
information related to the suitability of the Boathouse Parcel for the Boathouse Project or the
investigations of environmental conditions, but “Commencement of Construction” shall include
any material removal of Hazardous Materials from the Property by the University in anticipation
of excavation for construction.
“Commission Approvals” “is defined in Section 4.8.
“Community Participation Program” is defined in Section 4.5.
“Concept Plans ” are the design plans that are approved by the District and serve the
purpose of establishing the major direction of the design of the Improvements, which are attached
as Exhibit C.3
“Concessionaire” means the Key Bridge Boathouse operated by Boating in DC, an
affiliate of Guest Services, Inc., or such other entity authorized by NPS to operate a boating
concession on a portion of the Boathouse Parcel.
“Construction Account” means a segregated account of the University or a third -party
banking institution containing funds that are designated for use in connection with the Boathouse

2 NTD: Executed copy to be attached at time of LDA Approval.
3 NTD: These will be the plans submitted with the Zoning Application.
5

4879-5172-1762, v. 42
Project, which funds the University may draw upon and use solely for costs incurred in connection
with the development and construction of the Boathouse Project as provided herein.
“Construction Account Balance” shall have the meaning given in Section 9.1.2.
“Construction and Use Covenant ” is that certain Construction and Use Covenant
between the District and the University, in the form attached hereto as Exhibit D, to be recorded
in the Land Records against the Boathouse Parcel in connection with Closing.2F
4
“Construction Consultant” is defined in Section 4.6.

“Construction Contract” means a contract with the Contractor for the construction of
the Improvements in accordance with the Concept Plans, the Approved Plans and Specifications,
this LDA, the CBE Agreement, and the First Source Agreement.

“Construction Drawings” mean the detailed architectural drawings and specifications that
are prepared by the Architect for all aspects of the Improvements in accordance with the approved
Development Plans and that are used to obtain Permits, detailed cost estimates, to solicit and
receive construction bids, and to direct the actual construction of the Improvements.
“Construction Plans and Specifications ” mean the Concept Plans, th e Schematic
Drawings, the Development Plans and the Construction Drawings, individually or collectively, as
the context shall appear, which shall be delivered by the University to the District, and approved
by the District, to the extent required by, and in accordance with the standards set forth in, Article
IV of this LDA. As used in this LDA, the term “Construction Plans and Specifications” (i) shall
include any changes to such Construction Plans and Specifications that are made in accordance
with the terms of this LDA; and (ii) may be applicable to an individual phase or component.
“Contractor” means the general contractor for the Boathouse Project.
“Control” means the possession, directly or indirectly, of the power to direct, or cause the
direction of, the management and policies of a Person, whether through ownership of voting
securities, membership interests or partnership interests, by contract or otherwise, or the power to
elect at least fifty percent (50%) of, as applicable, the directors, manag ers, managing partners, or
Persons exercising similar authority with respect to the subject Person. The terms “Control,”
“Controlling,” “Controlled by” or “under common Control with” shall have meanings correlative
thereto.
“Council” is defined in the Recitals.

4 The final form that is agreed upon by the District and the University will be attached as Exhibit D at the time of
LDA Approval. See Exhibit D attached to this draft LDA for key terms to be contained in the Construction and Use
Covenant.

6

4879-5172-1762, v. 42
“Council Term Sheet” means the term sheet attached as Exhibit E.3F
5
“DDOT” means the District, acting by and through the District Department of
Transportation.
“Deed” means the quit claim deed for Parcel 1A in the form attached hereto as Exhibit F.4F
6
“Default” is defined in Section 8.1.1.
“Development Plans ” are the design plans produced after review and approval of the
Schematic Drawings that reflect refinement of the approved Schematic Drawings, showing all
aspects of the Improvements at their proposed size and shape. The Development Plans shall
include details of materials and design, including size and scale of façade elements, which are
presented in detailed illustrations.
“Development Work Product” is defined in Section 8.4.
“Disapproval Notice” is defined in Section 4.2.3.
“District” is defined in the Preamble.
“District Certificate of Final Completion ” shall have the meaning given in the
Construction and Use Covenant.
“DOEE” is the District of Columbia Department of Energy and Environment.
“DOES” is the District of Columbia Department of Employment Services.
“DSLBD” is the District of Columbia Department of Small and Local Business
Development.
“Due Diligence Items ” means all information in the Grantor Party ’s possession and
delivered to a Grantee Party regarding zoning, site planning, and land use entitlements for the
Parcel.
“East Parcel” means Parcel 2A,5F Parcel 2B, Parcel 2C, Parcel 2D, Parcel 2E, and the Street
Closure Parcel, all as further described on Exhibit A-2, attached hereto.
“Effective Date ” is the date first written above, provided that all Parties shall have
executed and delivered this LDA to one another by that date.
“Environmental Laws” means any present and future federal, state or local law and any
amendments (whether common law, statute, rule, order, regulation or otherwise), permits and other
requirements or guidelines of Governmental Authorities and relating to (i) the protection of health,

5 NTD: The final form that is agreed upon by the District and the University will be attached as Exhibit E at the time
of LDA Approval.
6 NTD: The final form that is agreed upon by the District and the University will be attached as Exhibit F at the time
of LDA Approval.
7

4879-5172-1762, v. 42
safety, and the indoor or outdoor environment; (ii) the conservation, management, or use of natural
resources and wildlife; ( iii) the protection or use of surface water and groundwater; ( iv) the
management, manufacture, possession, presence, use, generation, transportation, treatment,
storage, disposal, release, threatened release, abatement, removal, remediation, or handling of or
exposure to Hazardous Materials; or (v) pollution (including any release to air, land, surface water,
and groundwater), including, without limitation, the Comprehensive Environmental R esponse,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq.; the Solid Waste
Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, and
subsequently amended, 42 U.S.C. § 6901 et seq.; the Hazardous Materials Transportation Act, 49
U.S.C. § 5101 et seq.; the Federal Water Pollution Control Act, as amended by the Clean Water
Act of 1977, 33 U.S.C. § 1251 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 32701 et seq.;
the Federal Insecticide, Fungicide, and Rodenticide Act, as amended, 7 U.S.C. § 136 -136y, the
Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.; the Toxic Substances Control Act of 1976,
as amended, 15 U.S.C. § 2601 et seq.; the Safe Drinking Water Act of 1974, as amended, 42 U.S.C.
§ 300f et seq.; the Emergency Planning and Community Right -To-Know Act of 1986, 42 U.S.C.
§ 11001 et seq.; the Occupational Safety and Health Act of 1970, 29 U.S.C. § 651 et seq.; the
National Environmental Policy Act of 1969, 42 U.S.C. § 4321 et seq.; and any simi lar,
implementing, or successor law, and any amendment, rule, regulatory order, or directive issued
thereunder.
“Escrow Agent ” means the Title Company or such other title agent selected by the
University and mutually acceptable to the NPS and the District.
“Final Completion” shall have the meaning given in the Construction and Use Covenant.
“Final Project Budget” is defined in Section 4.7.2.
“Financing Commitments” shall mean bona fi de commitment(s) for any Secured Debt
Financing, if applicable.
“Financing Documents” means : (i) the final loan documents for any Secured Debt
Financing, if applicable; and (ii) a statement detailing the disbursement of the proceeds of any
Secured Debt Financing, if applicable.
“First Source Agreement ” is that agreement to be ent ered into by and between the
University and DOES, the form of which is attached hereto as Exhibit G, governing certain
obligations of the University regarding job creation and employment generated as a result of the
construction of the Boathouse Project.6F
7
“Force Majeure ” is an act or event, including, as applicable, an act of God; fire;
earthquake; flood; explosion; war; invasion; insurrection; riot; mob violence; sabotage; terrorism;
inability to procure or a general shortage of labor, equipment, facilit ies, materials, or supplies in
the open market; failure or unavailability of transportation; strike, lockout, or other actions of labor
unions; a taking by eminent domain or requisition; and laws or orders of government or of civil,
military, or naval auth orities enacted or adopted after the Effective Date; so long as such act or

7 NTD: The final form that is agreed upon by the District and the University will be attached as Exhibit G at the time
of LDA Approval.
8

4879-5172-1762, v. 42
event: (i) is not within the reasonable control of the University or the University’s Agents, or by
the District in the event the District’s claim of delay is based on a Force Majeure event; (ii) is not
due to the fault or negligence of the University or the University’s Agents, or by the District in the
event the District’s claim of delay is based on a Force Majeure event; (iii) is not reasonably
avoidable by the University or the University’s Agents, or by the District in the event the District’s
claim of delay is based on a Force Majeure event; and (iv) directly results in a delay in performance
by the University or the District, as applicable; but specifically excluding: ( a) shor tage or
unavailability of funds or the University’s financial condition or (b) changes in market conditions
such that the Boathouse Project is no longer practicable under the circumstances.
“Governmental Approvals” means all applicable governmental approvals that are
required under Applicable Law to construct the Improvements, including those that pertain to any
subdivision, tax lot designations, street closing(s), and other regulatory approvals, including,
without limitation, approval by the Distric t of Columbia Board of Zoning Adjustment or Zoning
Commission, but expressly excluding the Permits . For the avoidance of doubt, Governmental
Approvals include the Commission Approvals and the Zoning Approval.
“Governmental Authority ” means the United Sta tes, the District, and any agency,
department, commission, board, bureau, instrumentality or political subdivision of the foregoing,
now existing or hereafter created, having jurisdiction over any of the Parcels, the University, the
Boathouse Project or any portion of the foregoing , or any street, road, avenue or sidewalk
comprising a part of, or in front of, any of the Parcels, or any vault in, or under any of the Parcels,
or airspace within or over any of the Parcels.
“Grantee Party” means each Party, solely acting in its capacity as a Party that will acquire
one or more of the Parcel(s) it intends to acquire in accordance with this LDA.
“Grantor Party” means each Party, solely acting in its capacity as a Party that will convey,
grant, ground lease, transfer or otherwise dispose of one or more of the Parcel(s) it intends to
convey, grant, ground lease, transfer or otherwise dispose in accordance with this LDA.
“Ground Lease” means the ground lease agreement by which the District will lease Parcel
1C to the University in the form attached hereto as Exhibit H.7F
8
“Hazardous Materials” means (i) asbestos and any asbestos containing material; (ii) any
substance that is then defined or listed in, or otherwise classified pursuant to, any Envi ronmental
Law or any other Applicable Law as a “hazardous substance,” “hazardous material,” “hazardous
waste,” “infectious waste, ” “toxic substance, ” or “toxic pollutant ” or any other formulation
intended to define, list or classify substances by reason of deleterious properties, such as
ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, or Toxicity
Characteristic Leaching Procedure (T CLP) toxicity; ( iii) any petroleum and drilling fluids,
produced waters and other wastes associated with the exploration, development or production of
crude oil, natural gas or geothermal resources; and ( iv) any petroleum product, polychlorinated
biphenyls, urea formaldehyde, radon gas, radioactive material (including any source, special
nuclear or by -product material), medical waste, chlorofluorocarbon, lead or lead -based product,

8 NTD: The final form that is agreed upon by the District and the University will be attached as Exhibit H at the time
of LDA Approval. See Exhibit H attached to this draft LDA for key terms to be contained in the Ground Lease.
9

4879-5172-1762, v. 42
and any other substance the presence of which could be detrimental to the Boathouse Parcel or
hazardous to health or the environment.
“Improvements” means the buildings, landscaping, hardscape, and other improvements
to be constructed or placed on the Boathouse Parcel in accordance with the Development Plan s
and Approved Plans a nd Specifications; provided, however, that in no event shall trade fixtures,
furniture, operating equipment (in contrast to building equipment), stock in trade, inventory, or
other personal property used in connection with the conduct of any business , use or operations
within the Improvements be deemed included in the term “Improvements” as used in this LDA.
“Institutional Lender” shall mean a Person that is not an Affiliate of the University or a
Prohibited Person and is, at the time it first makes a loan to the University, or acquires an interest
in any such loan, or issues an Acceptable Letter of Credit (i) a commercial bank, investment bank,
investment company, savings and loan association, trust company or national banking association,
acting for its own accord; (ii) a finance company principally engaged in the origination of
commercial mortgage loans or any financing related subsidiary of a Fortune 500 company; (iii) an
insurance company acting for its own account or for special accounts maintained by it or as agent
or manager or advisor for other entities covered by any of clauses (i) – (x) hereof; (iv) a public
employees’ pension or retirement system; (v) a pension, retirement, or profit sharing, or
commingled trust or fund for which any bank, trust company, national b anking association or
investment adviser registered under the Investment Advisors Act of 1940, as amended is acting as
trustee or agent; (vi) a real estate investment trust (or umbrella partnership or other entity of which
a real estate investment trust is the majority owner), a real estate mortgage investment conduit,
hedge fund, private equity fund or securitization trust or similar investment entity; (vii) any federal,
state, or District of Columbia government agency regularly making, purchasing or guara nteeing
mortgage loans, or any governmental agency supervising the investment of public funds; (viii) a
profit-sharing or commingled trust or fund, the majority of equity investors in which are pension
funds having in the aggregate no less than $1 billion in assets; (ix) any entity of any kind actively
engaged in commercial real estate financing and having total assets in the aggregate of no less than
$1 billion ; or (x) such other lender, subject to approval by District, in its sole and absolute
discretion, provided that such other lender is at the time of making the loan of a type which is then
customarily used as a lender on projects like the Boathouse Project.
“Land Records” is defined in the Recitals to this LDA.
“Material Change” means: (i) any change in size or design from the Approved Plans and
Specifications that results in a diminution or increase of square footage of the Improvements in
excess of five percent ( 5%); (ii) any change in the functional use and operation of the
Improvements from those shown and specified in the Approved Plans and Specifications; and (iii)
any change that materially affects Public Access, including but not limited to any change from the
Approved Plans and Specifications that affects the general appearance or structural integrity of the
portions of the Project providing Public Access, such as exterior pavement, exterior lighting and
other exterior site features that provide Public Access.
10

4879-5172-1762, v. 42
“Memorandum of Ground Lease” shall mean that certain memorandum of ground lease
in the form attached as Exhibit I.8F
9
“New Matter” is defined in Section 2.3.4.
“Outside Closing Date” is defined in Section 6.1.
“Parcel” is defined in the Recitals to this LDA.
“Parcel 1A” means that certain parcel of real property in the District of Columbia known
as Square 1179, Lot 805, such Parcel being a portion of the Boathouse Parcel that will be conveyed
to the University by the District in accordance with this LDA.
“Parcel 1B”means that certain parcel of real property in the District of Columbia known
as Square 1179, Lot 806, such Parcel being a portion of the Boathouse Parcel that is owned by the
University.
“Parcel 1C” means a certain parcel of real property in the District of Columbia comprising
a portion of the existing lot known as Square 1179, Lot 812, and such Parcel being a portion of the
Boathouse Parcel that is located west of the Key Bridge and subject to the Ground Lease, and upon
which part of the Boathouse Facilities are intended be constructed.
“Parcel 2A” means a certain parcel of real property in the District of Columbia comprising
a portion of the existing lot known as Square 1179, Lot 813 (inclusive of the portion of the Street
Closure Parcel that shall revert to Lot 813 upon recordation of the Street Closing), and such Parcel
being a portion of the East Parcel9F that is located directly beneath the Key Bridge and subject to the
Boathouse License that allows for the storage of shells and associated trailers that are accessory to
the Boathouse Facilities.
“Parcel 2B” means that certain parcel of real property in the District of Columbia known
as Square 1178, Lot 801 (inclusive of the portion of the Street Closure Parcel that shall revert to
Lot 801 upon recordation of the Street Closing), such parcel being a portion of the East Parcel.
“Parcel 2C” means that certain parcel of real property in the District of Columbia known
as Square 1178, Lot 800, such parcel being a portion of the East Parcel.
“Parcel 2D” means that certain parcel of real property in the District of Columbia known
as Square 1178, Lot 802, such parcel being a portion of the East Parcel.
“Parcel 2E” means that certain parcel of real property in the District of Columbia known
as Square 1177, Lot 802, such parcel being a portion of the East Parcel.

9 NTD: The final form that is agreed upon by the District and the University will be attached as Exhibit I at the time
of LDA Approval.

11

4879-5172-1762, v. 42
““Parcel 3” means that certain parcel of real property in the District of Columbia known
as part of Parcel 301/1 and 301/2 per deed recorded in the Land Records as Instrument No.
8900065661.10
“Party” when used in the singular, shall mean any of the NPS , the District or the
University; when used in the plural, shall mean all of the NPS, the District and the University.
“Permits” means all demolition, site, building, construction, excavation, and other permits,
licenses, and rights required to be obtained from any Governmental Authority having jurisdiction
over the Boathouse Parcel necessary to commence and complete construction of the Improvements
in accordance with the Development Plan s, the Approved Plans and Specifications, the
Construction and Use Covenant, and this LDA.
“Permitted Exceptions” is defined in Section 2.3.2.
“Person” means any individual, corporation, limited liability company, trust, partnership,
association, or other entity.
“Progress Meetings” is defined in Section 4.1.3.
“Prohibited Person ” shall mean any of the following Persons: ( i) any Person (or any
Person whose operations are directed or controlled by such Person) who has been convicted of,
has pleaded guilty in a crimin al proceeding for, or is an on -going target of a grand jury
investigation concerning, a felony for one or more of the following: ( a) fraud, ( b) intentional
misappropriation of funds, (c) bribery, (d) making false statements to a governmental agency, (e)
improperly influencing a governmental official, ( f) extortion, or (g) conspiracy to commit any of
the foregoing ( a) through ( g); or ( ii) any Person organized in or controlled from a country, the
effects of the activities with respect to which are regulated or controlled pursuant to the following
United States laws and the regulations or executive orders promulgated thereunder: (a) the Trading
with the Enemy Act of 1917, 50 U.S.C. § 4301 et seq., as amended; ( b) the International
Emergency Economic Powers Act of 1977, 50 U.S.C. § 1701 et seq., as amended; and ( c) the
Antiterrorism and Arms Export Amendments Act of 1989, codified at Section 6(j) of the Export
Administration Act of 1979, 50 U.S.C. § 4605, as amended; or (iii) any Person who has engaged
in any dea lings or transactions ( a) in contravention of the applicable money laundering laws or
regulations or conventions or (b) in contravention of Executive Order No. 13224 dated September
24, 2001, issued by the President of the United States (Executive Order Bl ocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism),
as may be amended or supplemented from time-to-time or any published terrorist or watch list that
may exist from time to time; or ( iv) any Pers on who appears on or conducts any business or
engages in any transaction with any person appearing on the list maintained by the U.S. Treasury
Department’s Office of Foreign Assets Control located at 31 C.F.R., Chapter V, Appendix A or is
a person described in Section 1 of the Anti -Terrorism Order described above; or (v) any Person
who could be debarred if the standards applied in Title 27, Section 2213 of the D.C. Municipal
Regulations were applied to such Person’s failure to satisfy a contractual obligation to the District
of Columbia; or (vi) any Person who is on the District of Columbia ’s list of debarred, suspended

10 NTD: Description to be revisited prior to closing if creation of tax lot is required.
12

4879-5172-1762, v. 42
or ineligible Persons; or (vii) any Affiliate of any of the Persons described in any one or more of
the foregoing (i) through (vii).
“Project Budget” is defined in Section 4.7.1.
“Public Access” is defined in Section 2.6.2.
“Public Use” is defined in Section 2.6.2.
“Raised Funds” shall mean the funds raised by the University and dedicated (either by
donor intent or University allocation) for the express purpose of developing the Boathouse Project,
all or a portion of which shall be deposited into the Construction Account in accordance with
Section 9.1. Raised Funds shall include voluntary financial contributions from, without limitation,
individuals, businesses, charitable foundations, governmental agencies or other sources but shall
not include Unsecured Debt Financing. For the avoidance of doubt, no Raised Funds may be
secured by a mortgage or other lien against the Boathouse Parcel.
“Remediation Plan” is defined in Section 2.2.1(b).
“Resolution” is defined in the Recitals.
“Resubmission Period” is a period of thirty (30) days commencing on the day after the
University receives a Disapproval Notice from the District, or such other period of time as the
District and the University may agree in writing. In the event either the University or the District
reasonably believes that the Resubmission Period should be longer or shorter than such thirty (30)
day period, such Party shall promptly notify the other in writing of the period of time that such
Party reasonably believes should apply and the reasons therefor.
“Review Period” is defined in Section 4.2.2.
“Schedule of Perfo rmance” means that schedule of performance, attached hereto as
Exhibit J and incorporated herein, setting forth the timeline for design, development, construction
and completion of the Improvements (including a construction timeline in customary form),
together with the dates for submission of documentation required under this LDA, which Schedule
of Performance shall be updated and attached to the Construction and Use Covenant at Closing.
“Schematic Drawings” means drawings and plans for the Improvements that include and
show, at a minimum, the following: ( i) site survey; ( ii) site plan; ( iii) ground level plan; ( iv)
preliminary building elevations; ( v) a landscape plan (1 ”=30’) showing the proposed location of
plantings, including trees and shrubs on the Boathouse Parcel; (vi) the approximate gross square
footage of each building to be developed as part of the Improvements; (vii) the location of parking
facilities and approximate number of spaces; ( viii) schematic building plans, inclusive of any
underground garage facility (1/20 ”=1’); (ix) typical floors plans, inclusive of any underground
garage facilities (1/20 ”=1’); (x) a chart showing expected floor areas, expected floor area ratio,
expected building coverage of the Boathouse Parcel, expected building height, areas dedicated to
pedestrian and recreational uses, and expected location of loading docks; (xi) a topographic survey
for the Boathouse Parcel; and (xii) expected open spaces, driveways, access roads, private streets,
sidewalks and loading on the Boathouse Parcel.
13

4879-5172-1762, v. 42
“Second Notice” means that notice given by the University to the District in accordance
with Section 4.2.2 and/or Section 4.2.3 herein. Any Second Notice shall (a) be labeled, in bold, 18
point font, as a “SECOND AND FINAL NOTICE ”; (b ) contain the following statement: “A
FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS
SHALL CONSTITUTE APPROVAL OF THE [NAME OF SUBMISSION] ORIGINALLY
SUBMITTED ON [DATE OF DELIVERY OF SUCH SUBMISSION] ”; and (c) be delivered in
the mann er prescribed in Article XIII , in an envelope conspicuously labeled “SECOND AND
FINAL NOTICE”.
“Secured Debt Financing” shall mean the aggregate secured debt financing or financings
that involve the creation of mortgages or other liens against the Boathouse Parcel that may be
obtained by the University, in its sole discretion but subject to the terms of Section 10.1, from one
or more Institutional Lenders to fund the costs set forth in the Project Budget. For the avoidance
of doubt, Secured Debt Financing may include, without limitation, loans, bonds, notes, mortgages
or any combination of the foregoing.
“Settlement Statement” means the settlement statement prepared by the Escrow Agent
setting forth the sources and uses of all funds associated with Closing , as further described in
Section 6.2.1(d).
“Submissions” means those certain plans, specifications, documents, items a nd other
matters to be submitted by the University to the District pursuant to the terms of this LDA.
“Street Closure Parcel” means a portion of 35th Street as further described on Exhibit A-
2, attached hereto.
“Studies” is defined in Section 2.2.1(a).
“Survey” shall mean that certain ALTA/ACSM Survey attached as Exhibit T.
“Surveyor” is defined in Section 2.3.1.
“Title Company” means Fidelity National Title Insurance Company or such other title
insurance company as may be hereafter designated in writing by the University.
“TOJ Declaration ” means one or more Transfer of Juris diction and Declaration of
Covenants regarding the Boathouse Parcel and the East Parcel to be made by a nd between the
District and the NPS, the form of which attached hereto as Exhibit K.11
“Total Funding Commitments” shall mean, for purposes of Section 9.1.1, a combination
of one or more of the following: (i) Financing Commitments for Secured Debt Financing from one
or more Institutional Lenders; (ii) pledges for Raised Funds or Raised Funds actually received ;
and (iii) a commitment from the University to provide Unsecured Debt Financing or any other
funding necessary for the Boathouse Project.

11 NTD: The final form that is agreed upon by the NPS and the District will be attached as Exhibit K at the time of
LDA Approval.
14

4879-5172-1762, v. 42
“Transactions” is defined in the Recitals to this LDA.
“Transfer of Jurisdiction” is defined by 40 U.S.C. § 8124 and DC Official Code 10 -11.
A transfer of jurisdiction does not change the ownership of the land transferred but merel y the
entity—a federal agency or the District of Columbia government—with custody and control over
the underlying property.
“University’s Agents” means the University ’s agents, officers, directors, employees,
consultants, contractors, subcontractors, and representatives.
“University Board Resolutions” means resolutions adopted by the University’s Board of
Directors and certified by the Secretary of the University that expressly authorize: (i) the execution
of th is LDA and Closing documents by the individua l(s) signing the LDA on behalf of the
University; and (ii) the disbursement of proceeds of any Secured Debt Financing, Raised Funds,
Unsecured Debt Financing and any other funding mechanism in accordance with the terms set
forth in this LDA with respect to the development of the Boathouse Project.
“Unsecured Debt Financing ” shall mean general obligation bonds or other forms of
unsecured debt.
“Upriver Access Easement” is defined in the Recitals to this LDA.
“Upriver Parcel” means Parcel 3, as further described on Exhibit A-3, attached hereto.
“UST Act” is defined in Section 2.2.3.
“UST Regulations” is defined in Section 2.2.3.
“Zoning Commission” means the District of Columbia Zoning Commission.
“Waterfront Plans” is defined in the Recitals to this LDA.
1.2 Rules of Construction. Unless the context clearly indicates to the contrary, for all
purposes of this LDA, (i) words importing the singular number include the plural number and
words importing the plural number include the singular number; (ii) words of the masculine gender
include correlative words of the feminine and neuter genders; (iii) words importing persons include
any Person; (iv) any reference to a particular Section shall be to such Section of this LDA; and (v)
any reference to a particular Exhibit shall be to such Exhibit to this LDA; and to all sub -exhibits
related thereto (e.g., references to Exhibit A shall include Exhibit A-1, Exhibit A-2, etc.).
1.3 Other Definitions. When used with its initial letter(s) capitalized, any term which
is not defined in this Article I shall have the definition assigned to it elsewhere in this LDA.
15

4879-5172-1762, v. 42
ARTICLE II
SALE AND GROUND LEASE OF PARCELS; CONDITION OF PARCELS;
OBLIGATIONS OF THE PARTIES
2.1 Sale and Ground Lease; Consideration. Subject to and in accordance with the terms
of this LDA and, as applicable, the Ground Lease, at Closing, the District shall: (i) sell to the
University, and the University shall purchase from the District, all of the District’s right, title, and
interest in and to Parcel 1A; and (ii) ground lease Parcel 1C to the University for a period of ninety-
nine (99) years. As consideration for the District conveying and transferring interests in real
property to the University as contemplated by the foregoing sentence, at Closing, subject to and in
accordance with the terms of this LDA, the University will develop the Boathouse Project in
accordance with the terms and conditions of this LDA, the Ground Lease, and the Construction
and Use Covenant. In turn, the NPS will conduct the Transfers of Jurisdiction, which will allow
the District to control, develop and utilize the East Parcel and allow for the University to develop
the Boathouse Project on the Boathouse Parcel . The foregoing consideration shall be in lieu of
payment of: (i) a purchase price for the District ’s conveyance of Parcel 1A to the University; (ii)
rent for the District ground leasing Parcel 1C to the University; and (iii) a payment as consideration
for the NPS to conduct the Transfers of Jurisdiction with respect to Parcel 1A, Parcel 1C and Parcel
2. The Parties recognize that, given that the development of the Boathouse Project will render the
Upriver Site excess, accordingly, the University intends to donate the Upriver Site to the NPS.
2.2 Condition of Property.
2.2.1 Feasibility Studies; Access to Property.
(a) The Parties hereby acknowledges that the University shall have the
right to access Parcel 1A and Parcel 1 C and conduct the Studies (as hereinafter defined) using
experts of its own choosing and to access Parcel 1A and Parcel 1C, prior to the completion of the
related Transfer of Jurisdiction, in accordance with a [special use permit] from the NPS. Following
the completion of the said Transfer of Jurisdiction and from time to time prior to Closing, provided
this LDA is in full force and effect and no uncured University Default has occurred, the University
and the University’s Agents shall continue to have the right to enter Parcel 1A and Parcel 1C for
purposes of conducting surveys, soil tests, environmental studies, engineering tests, and such other
tests, studies, and investigations (hereinafter “Studies”) as the University deems necessary or
desirable to conduct due diligence and to evaluate Parcel 1A and Parcel 1C pursuant to the terms
of this LDA.
(b) In the event that the University or the University’s Agents disturbs,
discovers or removes any materials or waste from Parcel 1A and Parcel 1C while conducting the
Studies, or otherwise during its entry on Parcel 1A and Parcel 1C, discovers any materials which
are determined to be Hazardous Materials, the University shall notify the NPS, the District, and
DOEE immediately after its discovery of such Hazardous Materials. No later than fifteen (15)
days after discovery, in the event such Hazardous Materials are discovered by the University or
the University’s Agents prior to the Transfer of Jurisdiction, and the University or the University’s
Agents have disturbed any such Hazardous Materials or intend to remove any such H azardous
Materials (i) prior to the Transfer of Jurisdiction, the University shall submit a notice of a proposed
plan (the “Remediation Plan ”) to the NPS (with copies to the District and DOEE); and (ii)
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4879-5172-1762, v. 42
following the Transfer of Jurisdiction, the Universit y shall submit a Remediation Plan to the
District and DOEE. The Remediation Plan shall contain all identifying information as to the type
and condition of the Hazardous Materials discovered, disturbed, or intended to be removed, and a
detailed account of the proposed remediation of the Hazardous Materials, including the name and
location of the hazardous waste disposal site if the Hazardous Materials are being removed. The
NPS or DOEE, as the case may be, may conduct an independent investigation of Parcel 1A and
Parcel 1C, including but not limited to, soil sampling and other environmental testing as may be
deemed necessary. Upon completion of the NPS’s or DOEE’s investigation, as the case may be,
the NPS or the District and/or DOEE, as the case may be, shall notify the University of its findings
and shall notify the University by notice of its approval or disapproval of the proposed
Remediation Plan. In the event the NPS or DOEE, as the case may be, disapproves the proposed
Remediation Plan, the Universi ty shall resubmit a revised Remediation Plan to the NPS or the
District and DOEE, as the case may be. The University shall seek the advice and counsel of NPS
and DOEE prior to any resubmission of a revised Remediation Plan. Upon review of the revised
Remediation Plan, the NPS or the District or DOEE, as the case may be, shall notify the University
of its decision. Upon approval of the Remediation Plan, the University shall undertake the
remediation to address all Hazardous Materials in accordance with the approved Remediation Plan
and all Applicable Law; provided, however, the University shall not be required to undertake the
remediation of any Hazardous Materials not already disturbed or removed until after Closing.
Within seven (7) Business Days after the disposal of any Hazardous Materials, the University shall
provide the District such written evidence and receipts confirming the proper disposal of all
Hazardous Materials removed from Parcel 1A and Parcel 1C.
(c) The University shall not have the righ t to object to any condition
that may be discovered or terminate this LDA as a result of any Studies conducted after the
Effective Date; provided, however, that notwithstanding any language in this LDA to the contrary,
the University shall have ninety (90) days from the Effective Date of this Agreement (unless the
District and NPS agree to extend such ninety (90) day period) in which to perform any additional
environmental studies (except that, in the event that NPS has not yet issued the permits to perform
such environmental studies, the ninety (90) day period shall run from the date of issuance of such
permits) and if such environmental studies reveal conditions which cause the Property to be
undevelopable as contemplated by this LDA, then the University shall have the right to terminate
this LDA by written notice to the District and NPS.
(d) In the event of a termination of this LDA prior to Closing, neither
the University nor any of the University’s Agents shall have any continuing liability or obligations
regarding the Remediation Plan or the removal or remediation of any Hazardous Materials on the
Parcels, except for any Hazardous Materials introduced by, or disturbed by, the University or the
University’s Agents.
(e) The University covenants and agrees that th e University shall keep
confidential all information obtained by the University as to the condition of Parcel 1A and Parcel
1C with respect to Hazardous Materials ; provided, however, that (i) the University may disclose
such information to the University’s Agents and any of its or their officers, directors, attorneys,
consultants, contractors and subcontractors, as well as the Escrow Agent and potential lenders and
investors so long as the University directs such parties to maintain such information as
confidential; and (ii) the University may disclose such information as it may be legally compelled
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4879-5172-1762, v. 42
so to do. The foregoing obligation of confidentiality shall not be applicable to any information
which is a matter of public record or, by its nature, necessarily available to the general public. This
provision shall survive Closing or the earlier termination of this LDA.
(f) The University shall indemnify and hold harmless the NPS and the
District, their respective officials, officers, employees, and agents from all liabilities, obligations,
damages, penalties, claims, costs, charges, and expenses (including reasonable attorneys’ fees), of
whatsoever kind and nature for injury, including personal injury or death of any person or persons,
and for loss or damage to any property occurring in connection with, or in any way arising out of
the use and occupancy of Parcel 1A and Parcel 1 C during, and performance of, the Studies;
provided, however, the foregoing indemnity shall exclude any claims or liabilities (i) caused by
the gross negligence or willful misconduct of the NPS or the District or their respective officials,
officers, agents, employees, or contractors; (ii) the mere disclosure of the results of such
inspections by the University or the University ’s Agents; and (iii) the discovery of any existing
condition by the University or the University ’s Agents. This provision shall survive the Closing
or earlier termination of this LDA.
2.2.2 Soil Characteristics . The University acknowledges that, for further soil
information, the University can contact a soil testing laboratory, DOEE or the Soil Conservation
Service of the United States Department of Agriculture.
2.2.3 Underground Storage Tanks . In accordance with the requirements of
Section 3(g) of the D.C. Underground Storage Tank Management Act of 1990, as amended by the
District of Columbia Underground Storage Tank Management Act of 1990 Amendment Act of
1992 (D.C. Official Code §§ 8 -113.01 et seq.) (collectively, the “UST Act”) and the applicable
D.C. Underground Storage Tank Regulations, 20 DCMR Chapter 56 (the “UST Regulations”),
the District ’s Underground Storage Tank Disclosure Form is attached hereto as Exhibit M.
Information pertaining to underground storage tanks and underground storage tank removals of
which the D.C. Government has received notification is on file with DOEE, Underground Storage
Tank Branch, 1200 First St., NE, 5th Floor, Washington, DC 20002, telephone (202) 535 -2600.
The District ’s knowledge for purposes of this Section shall mean and be limited to th e actual
knowledge of the Deputy Mayor for Planning and Economic Development. The foregoing is set
forth pursuant to requirements contained in the UST Act and UST Regulations.
2.2.4 AS-IS. OTHER THAN THE EXPRESS REPRESENTATIONS IN
SECTION 3.1, THE DISTRICT IS NOT MAKING, AND HAS NOT AT ANY TIME MADE,
ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS
OR IMPLIED, WITH RESPECT TO PARCEL 1A AND PARCEL 1C, INCLUDING, BUT NOT
LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX
CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL
CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION,
GOVERNMENTAL APPROVALS, THE COMPLIANCE OF PARCEL 1 WITH LAWS, THE
TRUTH, ACCURACY, OR COMPLETENESS OF ANY DOCUMENTS OR OTHER
INFORMATION PERTAINING TO PARCEL 1A AND PARCEL 1C, THE STATUS OF ANY
LITIGATION OR OTHER MATTER, OR ANY OTHER INFORMATION PROVIDED BY OR
ON BEHALF OF THE DISTRICT TO THE UNIVERSITY, OR ANY OTHER MATTER OR
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4879-5172-1762, v. 42
THING REGARDING PARCEL 1A AND PARCEL 1 C. THE UNIVERSITY
ACKNOWLEDGES AND AGREES, THAT UPON CLOSING, DISTRICT SHALL CONVEY
PARCEL 1A AND GROUND LEASE PARCEL 1 C TO THE UNIVERSITY AND THE
UNIVERSITY SHALL ACCEPT SUCH REAL PROPERTY, “AS IS, WHERE IS, WITH ALL
FAULTS.” FURTHER, DEVELOPMENT OF PARCEL 1 A AND PARCEL 1 C IN
ACCORDANCE WITH THIS LDA AND THE CONSTRUCTION AND USE COVENANT
SHALL BE “AS IS, WHERE IS, WITH AL L FAULTS.” THE UNIVERSITY IS ADVISED
THAT MOLD AND/OR OTHER MICROSCOPIC ORGANISMS MAY EXIST AT PARCEL 1A
AND PARCEL 1C AND THAT MOLD AND/OR OTHER MICROSCOPIC ORGANISMS MAY
CAUSE PHYSICAL INJURIES, INCLUDING, WITHOUT LIMITATION, ALLERGIC
REACTIONS, RESPIRATORY REACTIONS OR OTHER PROBLEMS, PARTICULARLY IN
PERSONS WITH IMMUNE SYSTEM PROBLEMS, YOUNG CHILDREN, AND ELDERLY
PERSONS. OTHER THAN THE EXPRESS REPRESENTATIONS MADE BY THE DISTRICT
IN SECTION 3.1, THE UNIVERSITY HAS NOT RELIED, AND WILL NOT RELY ON, AND
THE DISTRICT IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED
WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR
INFORMATION PERTAINING TO PARCEL 1 A AND PARCEL 1 C OR RELATING
THERETO MADE OR FURNISHED BY THE DISTRICT, ANY MANAGER OF PARCEL 1A
AND PARCEL 1C, OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT
THE DISTRICT, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY,
ORALLY OR IN WRITING. THE UNIVERSITY REPRESENTS TO THE DISTRICT THAT
THE UNIVERSITY HAS HAD THE OPPORTUNITY TO CONDUCT, AND /OR HAS
CONDUCTED, SUCH INVESTIGATIONS OF PARCEL 1A AND PARCEL 1C, INCLUDING,
BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS
THEREOF, AS THE UNIVERSITY DEEMS NECESSARY TO SATISFY ITSELF AS TO THE
CONDITION OF PARCEL 1 A AND PARCEL 1 C AND THE EXISTENCE OR
NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY
MOLD, FUNGI, VIRAL OR BACTERIAL MATTER, HAZARDOUS MATERIALS, OR
TOXIC SUBSTANCES ON OR DISCHARGED FROM PARCEL 1A AND PARCEL 1C, AND
WILL RELY SOLELY UPON SAME AND NOT UPON ANY INF ORMATION PROVIDED
BY OR ON BEHALF OF THE DISTRICT OR ITS AGENTS OR EMPLOYEES WITH
RESPECT THERETO. THE UNIVERSITY SHALL ASSUME THE RISK THAT ADVERSE
MATTERS, INCLUDING, BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND
ADVERSE PHYSICAL AND ENVIRONMENTAL CONDIT IONS (INCLUDING MOLD,
FUNGI, VIRAL OR BACTERIAL MATTER, HAZARDOUS MATERIALS, RADIOLOGICAL
CONDITIONS OR ITEMS, OR TOXIC SUBSTANCES), MAY NOT HAVE BEEN
REVEALED BY THE UNIVERSITY’S INVESTIGATIONS, AND THE UNIVERSITY SHALL
BE DEEMED TO HAVE WAIVED, RELINQUIS HED, AND RELEASED THE DISTRICT
FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION
(INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES,
COSTS, AND EXPENSES (INCLUDING ATTORNEYS ’ FEES AND COURT COSTS) OF
ANY AND EVERY KIND OR CHARA CTER, KNOWN OR UNKNOWN, WHICH MIGHT
HAVE BEEN ASSERTED OR ALLEGED AGAINST THE DISTRICT AT ANY TIME BY
REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION
DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY LAWS (INCLUDING,
WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS), AND ANY AND ALL OTHER
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4879-5172-1762, v. 42
ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES, OR MATTERS REGARDING PARCEL
1A AND PARCEL 1 C. THE UNIVERSITY AGREES THAT SHOULD ANY CLEANUP,
REMEDIATION, OR REMOVAL OF MOLD, FUNGI, VIRAL OR BACTERIAL MATTER,
HAZARDOUS MAT ERIALS, TOXIC SUBSTANCES, OR OTHER ENVIRONMENTAL
CONDITIONS ON PARCEL 1A AND PARCEL 1C BE REQUIRED FROM AND AFTER THE
CLOSING, OR EARLIER IF CAUSED BY THE UNIVERSITY, SUCH CLEAN UP,
REMOVAL, OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE
PERFORMED AT THE SOLE COST AND EXPENSE OF THE UNIVERSITY. THE
DISTRICT SHALL HAVE NO RESPONSIBILITY TO PREPARE PARCEL 1A AND PARCEL
1C IN ANY WAY FOR DEVELOPMENT AT ANY TIME.
2.3 Title.
2.3.1 The University hereby acknowledges that, with respect to Parcel 1 A and
Parcel 1C, it has reviewed that certain commitment for title insurance from the Title Company
with an effective date of [ __________] (the “Boathouse Commitment”) and that certain ALTA
title survey of Parcel 1A and Parcel 1C prepared by ________ (the “Surveyor”), dated _____ __,
202_ (the “Boathouse Survey”),12 and has deemed the same acceptable.
2.3.2 At Closing, the District shall convey fee simple title to Parcel 1A and
ground lease Parcel 1 C to the University subject to the Permitted Exceptions . The “Permitted
Exceptions” shall be the following collectively: (i) all title matters of record listed as exceptions
in the Boathouse Commitment; (ii) encroachments, overlaps, boundary disputes, or other matters
disclosed on the Boathouse Survey; (iii) any documents describe d in this LDA that are to be
recorded in the Land Records pursuant to the terms of this LDA; (iv) defects or exceptions to title
to the extent such defects or exceptions are created by the University or the University ’s Agents
or created directly as a resu lt of activities on the Parcel 1A and Parcel 1 C or any portion thereof
by the University or the University’s Agents; (v) all building, zoning, and other Applicable Laws
affecting Parcel 1A and Parcel 1C; (vi) any easements, rights-of-way, exceptions and other matters
which are required in order to obtain Governmental Approvals and Permits for the Boathouse
Project; and (vii) any matter to which the University has objected, the District is unable or
unwilling to cure, and, notwithstanding, the University ele cts to proceed to Closing pursuant to
Section 2.3.4.
2.3.3 From and after the Effective Date through Closing, each of the NPS and the
District covenants and agrees not to take any action that would cause a material adverse change to
the status of title to Parcel 1A and Parcel 1 C existing as of the Effective Date without the prior
written approval of the University, except as expressly required by Applicable Law.
2.3.4 The University may, at or prior to Closing, notify the District in writing of
any title matters first appearing of record following the effective date of the Boathouse
Commitment or survey 15F
13 matters affecting Parcel 1A and Parcel 1 C following the date of the
Survey, and which matters were not disclosed to the University by the Title Company or the
Surveyor prior to the Effective Date (each, a “New Matter”). With respect to any objections to

12 NTD: This information will be filled in prior to the execution of the LDA.
13 NTD: The University will ensure that the date of the Commitment and Survey are as close to the effective date of
this LDA as possible.
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4879-5172-1762, v. 42
title or survey set forth in such notice, the District shall have the right, but not the obligation, to
cure such objections. Within ten (10) Business Days after re ceipt of the University ’s notice of
objections, the District shall notify the University in writing whether the District elects to attempt
to cure such objections. If the District fails to timely give the University such notice of election,
then the District shall be deemed to have elected not to attempt to cure such New Matters. If the
District elects to attempt to cure, the District shall have until the Closing Date to attempt to remove,
satisfy or cure the same and for this purpose the District shall b e entitled to a reasonable
adjournment of the Closing if additional time is required, but in no event shall the adjournment
exceed sixty (60) days after the scheduled Closing Date (but in no event later than the Outside
Closing Date). If the District elects not to cure any objections specified in the University’s notice,
or if the University is unable to effect a cure prior to the Closing, the University shall have the
following options: (i) to proceed to Closing and accept the conveyance of Parcel 1A and ground
lease of Parcel 1C subject to such New Matters, in which event the University shall be obligated
to develop the Boathouse Parcel in accordance with this LDA and the Construction and Use
Covenant, or (ii) to terminate this LDA by sending notice there of to the District and NPS, and
upon delivery of such notice of termination, this LDA shall terminate, and thereafter no Party
hereto shall have any further rights, obligations or liabilities hereunder except to the extent that
any right, obligation or liability set forth herein expressly survives termination of this LDA. In the
event the District provides notice (or is deemed to have provided such notice) to the University
that the District does not intend to attempt to cure any objection, or if, having c ommenced to
attempt to cure any objection, the District later provides notice to the University that the District
will be unable to effect a cure thereof, the University shall, within five (5) Business Days after
such notice has been given, provide notice to the District whether the University shall elect to
accept conveyance under clause (i) or to terminate this LDA under clause (ii). In the event the
University does not provide notice to the District within such five (5) Business Day period, then
the University shall be deemed to have elected to accept the conveyance of Parcel 1A and ground
lease of Parcel 1C under clause (i).
2.4 Risk of Loss . No casualty prior to Closing to all or any portion of the existing
improvements on any of the Parcels shall excuse any Party from its obligations to proceed to
Closing hereunder, but neither shall any Party have any obligation to rebuild or restore any existing
improvements damaged by such casualty.
2.5 Condemnation.
2.5.1 Notice. If, prior to Closing, any condemnation or eminent domain
proceedings shall be commenced by any other competent public authority against any Parcel, the
current owner of such Parcel shall promptly give the other Parties notice thereof.
2.5.2 Total Taking. I n the event of a taking of the entirety of any of Parcel 1,
Parcel 2, or Parcel 3 prior to Closing, this LDA shall terminate, and the Parties shall be released
from any and all rights, obligations and liabilities hereunder (unless such rights, obligations, and
liabilities expressly survive termination pursuant to this LDA), and the owner the Parcel so affected
shall have the right to receive any and all condemnation proceeds.
2.5.3 Partial Taking. In the event of a partial taking of any of Parcel 1, Parcel 2
or Parcel 3 prior to Closing, the Parties shall jointly determine in good faith whether the objectives
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4879-5172-1762, v. 42
intended to be achieved by the Transactions, as set forth in the Recitals above, are reasonably
achievable. If any Party reasonably determines such objectives are no longer achievable, including
without limitation if the University in its reasonable discretion determines that the Boathouse
Project is no longer physically and economically feasible as a result of such condemnation, the
Party so affected shall have the right to terminate this LDA by delivering a written notice to the
other Parties , and upon delivery of such notice, the Parties shall be released from any further
liability or obligation hereunder, except as expressly provided otherwise herein, and the owner of
the Parcel so affected shall have the right to collect all condemnation proceeds. If the Parties
jointly determine that the objectives of the Transactions remain achievable, including without
limitation the University determines that the Boa thouse Project remains economically and
physically feasible, the Parties shall be deemed to have elected to proceed to Closing with respect
to the portions of the Parcels not subject to the condemnation, and each Party shall accept the
portions of the Parcel(s) it intends to acquire hereunder without any adjustment to the consideration
contemplated hereunder. In no event shall any Party (as a Grantor Party hereunder, as opposed to
as the condemning authority) have any liability or obligation to make any payment to another Party
with respect to any such condemnation. In the event that within forty-five (45) days after the date
of receipt by the Party owning a Parcel of notice of such condemnation the Parties have not jointly
determined, in accordance with t he foregoing provisions, to elect to terminate or proceed to
Closing hereunder, such failure shall be deemed the Parties ’ election to terminate this LDA, and
the termination provisions of this Section 2.5.3 shall apply.
2.5.4 Service Contracts and Leases; Tempor ary Licensees. During the term of
this LDA, no Party will hereafter procure or enter into any: (i) service, management, maintenance,
or development contract, or (ii) lease, license, easement, or other occupancy agreement affecting
the Parcels that will su rvive and affect the rights and interests of any other Party following the
Closing. Notwithstanding the above, any Party may enter into licenses to third parties for
temporary use of a Parcel, upon such terms as may be agreed to by such Party, which licenses shall
be terminable by each Party upon thirty (30) days’ advance notice to such licensees, at no cost or
expense to such Party. Such licenses shall not contain any provisions that will survive the Closing.
2.6 Obligations of the Parties.
2.6.1 The District’s Obligations. The District shall make reasonable efforts to
facilitate the completion of the Transactions and otherwise cooperate with the other Parties’ efforts
that are contemplated hereunder, which shall include without limitation, using diligent efforts and
taking all reasonable and necessary actions to complete the disposition processes necessary to: (i)
with respect to Parcel 1A, convey fee simple to the University; and (ii) with respect to Parcel 1C,
execute the Ground Lease and execute and record with the Land Records a Memorandum of
Ground Lease (the “Memorandum of Ground Lease”).
(a) With respect to the East Parcel and the Boathouse Parcel, the
District’s reasonable efforts required under this Section 2.6. 1 shall include execution and
recordation of the Street Closing and the Transfers of Jurisdiction with the District of Columbia
Surveyor prior to Closing, with it expressly acknowledged that it is intended and agreed that the
TOJ Declaration will include covenants running with the Boathouse Parcel and the East Parcel that
shall be recorded with the Recorder of Deeds prior to Closing.
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4879-5172-1762, v. 42
2.6.2 18FUniversity Obligations . The University shall make commercially
reasonable efforts to facilitate the completion of the Transactions and otherwise cooperate with the
other Parties’ efforts that are contemplated hereunder. The University further agrees that: (i) the
facilities to be constructed as part of the Boathouse Project (the “Boathouse Facilities”) will be
subject to certain public use (“Public Use”) and public access (“Public Access”) requirements.
2.6.3 Additional Agreements and Instruments. The Parties, as applicable, shall
execute the following additional agreements and instruments:
(a) The University will grant DDOT a 15-foot wide , non-exclusive
easement on the Boathouse Parcel (the “Boathouse Parcel Easement”) along the west side of the
Key Bridge and the northerly boundary of the Boathouse Parcel along Water Street , to
accommodate District maintenance access, ensure the structural integrity of the Key Bridge and
Whitehurst Freeway, and avoid any fire safety issues in the form attached hereto as Exhibit N.14
The District and the University agree that the Ground Lease shall be subordinate to the Boathouse
Parcel Easement.
(b) DDOT will grant the University a license (the “Boathouse
License”) in the form attached hereto as Exhibit P15 to use a portion of Parcel 2 A located under
the footprint of the Key Bridge for parking and storage of shells and associated trailers accessory
to the Boathouse Facilities, well as security fencing, lighting and security cameras related to such
uses; provided such area shall not be used to store any materials (including without limitation
flammable/explosive materials).
(c) The District and the University will enter into the Ground Lease for
Parcel 1C on terms consistent with Exhibit H. For the avoidance of doubt and without limiting
the generality of the foregoing, the same terms and conditions applicable to the Closing s et forth
in Article VI and the Conditions Precedent to Closing set forth in Section 5.1 as apply to the
conveyance of a fee interest to a Grantee Party shall apply equally to the delivery of the leasehold
estate to the University pursuant to the Ground Lease.
2.6.4 Additional Agreements; Condition to Closing. For the avoidance of doubt,
the execution and delivery of the agreements specified in, and subject to the terms and conditions
set forth in, the foregoing Section 2.6.3 shall be deemed conditions precedent to Closing and, to
the extent it affects any Parcel, each such agreement shall be deemed a Permitted Encumbrance on
such Parcel for purposes of this LDA.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Mutual Representations of the Parties.

14 NTD: This easement will be located on the Ground Lease Parcel (1C) and should be recorded following the
Memorandum of Ground Lease). The final form that is agreed upon by the District and the University will be
attached as Exhibit N at the time of LDA Approval, based on the form documents negotiated with DDOT and the
Parties and circulated April 3, 2025.
15 NTD: The final form that is agreed upon by the DDOT and the University will be attached as Exhibit P at the time
of LDA Approval, based on the form documents negotiated with DDOT and the Parties and circulated April 3, 2025.
23

4879-5172-1762, v. 42
3.1.1 Each Party represents and warrants to, and covenants with, each other Party
as follows:
(a) Except as otherwise stated in this LDA, the Party has: (i) all requisite
right, power, and authority to execute and deliver this LDA and to perform its obligatio ns under
this LDA; and (ii) taken all necessary action to authorize the execution, delivery, and performance
of this LDA. This LDA has been duly executed and delivered by such Party, and constitutes the
legal, valid, and binding obligation of such Party, enforceable against such Party in accordance
with its terms. The Person signing this LDA on behalf of such Party is authorized to do so.
(b) No agent, broker, or other Person acting pursuant to express or
implied authority of such Party is entitled to any commission or finder’s fee in connection with the
Transactions contemplated by this LDA or will be entitled to make any claim against any other
Party for a commission or finder ’s fee. The Party has not dealt with any agent or broker in
connection with the Transactions contemplated by this LDA.
(c) There is no litigation, arbitration, condemnation, administrative, or
other similar proceeding pending, or, to the current actual knowledge of such Party, threatened
against such Party, which relates to any of the Parcels described in this LDA. There is no other
litigation, arbitration, administrative proceeding, or other similar proceeding pending or, to the
Party’s current actual knowledge, threatened against such Party which, if decided adversely to
such Party, would impair the Party’s ability to perform its obligations under this LDA.
(d) The execution, delivery, and performance of this LDA by the Party
and the consummation of the Transactions contemplated hereby do not violate any of the terms,
conditions, or provisions of any judgment, order, injunction, decree, regulation, or ruling of any
court or other Governmental Authority, or Applicable Law, to which such Party is subject, or any
agreement or contract to which such Party is a party or to which it is subject.
3.2 Additional University Representations, Warranties and Covenants.
3.2.1 The University hereby covenants, represents, and warrants to each of the
District and the NPS as follows:
(a) The University is a federally chartered non-stock corporation, duly
formed and validly existing and in good standing, and has full power and authority under, the laws
of the United States and is registered and in good standing with the District of Columbia to conduct
the business in which it is now engaged.
(b) The University is not a Prohibited Person and there are no
individuals, corporations or Persons with an ownership interest in the University . To the
University’s current, actual knowledge, t here is no Prohibited Person with Control of the
University.
(c) The execution, delivery, and performance of this LDA and the
consummation of the transactions contemplated hereby do not violate any of the terms, conditions,
or provisions of: (i) the University ’s organizational documents ; (ii) any judgment, order,
injunction, decree, regulation, or ruling of any court or other Governmental Authority, or
24

4879-5172-1762, v. 42
Applicable Law to which the University or authorized person is subject; or (iii) any agreement or
contract to which the University is a party or to which it is subject.
(d) The University’s acquisition of Parcel 1A and ground lease of Parcel
1C and its other undertakings pursuant to this LDA are for the purpose of constructing and
operating the Improvements in accordance with the Development Plan s and the Approved Plans
and Specifications and not for speculation in land holding.
(e) The University is not the subject debtor under any federal, state, or
local bankruptcy or insolvency proceeding, or any other proceeding for dissolution, liquidation, or
winding up of its assets.
(f) As of the Closing, any disbursem ents of the proceeds of Debt
Financing, Unsecured Debt or Raised Funds have been authorized and approved by the University
Board Resolutions.
(g) The person signing the LDA and the Closing Documents has been
authorized by the University Board Resolutions.
3.3 Additional District Representations, Warranties and Covenants.
3.3.1 The District, solely to the extent acting as a Grantor Party hereunder with
respect to the Boathouse Parcel, represents and warrants to, and covenants with, the University as
follows:
(a) To the District’s knowledge, there are no actions, suits, claims,
assessments or proceedings pending or, to the current, actual knowledge of the District, threatened
that could adversely affect the ownership, operation, or maintenance of the Boathouse Parcel or
the District’s ability to perform hereunder.
(b) The District shall not: ( i) commit or permit to be committed any
waste to the Boathouse Parcel; or (ii) enter into Contracts or any other agreement or instrument or
take any action that would encumber the Boathouse Parcel or bind the University after Closing, or
that would be outside the normal scope of maintaining and operating the Boathouse Parcel. The
District shall cause all existing Contracts, if any, to be terminated as of the Closing Date without
any fee or penalty whatsoever to be incurred by the University, except for: (A) the Ground Lease
(and Memorandum of Ground Lease) ; (B) the Deed; (C) the Boathouse License; (D) the
Construction and Use Covenant; (E) the Boathouse Parcel Easement; or (F) as otherwise approved
by the University in writing. The District shall promptly furnish the University with any notice
concerning the Boathouse Parcel that the District r eceives from any appraisal district, taxing
authority or other Governmental Entity.
3.4 Survival. The representations and warranties contained in Sections 3.1, 3.2 and 3.3
shall survive Closing for a period of one (1) year. The District shall not have any liability or
obligation hereunder for any representation or warranty that becomes untrue because of reasons
beyond the District’s control, provided that the District shall promptly notify the University upon
learning of same.
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ARTICLE IV
APPROVAL OF CONSTRUCTION PLANS AND SPECIFICATIONS AND OTHER
SUBMISSIONS
4.1 Construction Plans and Specifications.
4.1.1 University’s Submissions for the Boathouse Project. The University shall
submit to the District for the District’s review and approval (subject to and in accordance with the
terms and conditions set forth in this Article IV), the Construction Plans and Specifications for the
Improvements.22F All Construction Plans and Specifications shall be prepared and completed in
accordance with this LDA, the Development Plans and Applicable Law.
4.1.2 Requirements for Construction Plans and Specifications. Notwithstanding
anything to the contrary herein, prior to the issuance of any Permit by a Governmental Authority,
the University shall cause the Construction Plans and Specifications applicable to such Permit to
become Approved Plans and Specifications pursuant to Section 4.2. All of the Construction Plans
and Specifications shall conform to and be consistent with Applicable Law, including the
applicable zoning requirements, and shall comply with the following:
(a) The Construction Plans and Specifications shall be prepared or
supervised by and signed by the Architect or engineer, as appropriate.
(b) A structural, geotechnical, and civil engineer, as applicable, who is
licensed by the District, shall review and certify all final foundation and grading designs.
(c) Upon the University ’s submission of all Construction Plans and
Specifications to the District, the Architect shall certify (with standard professional language
reasonably acceptable to the District) that the Improvements have been designed in accordance
with all Applicable Law relating to accessibility for persons with disabilities.
4.1.3 Progress Meetings. During the preparation of the Construction Plans and
Specifications, the District and the University shall hold periodic progress meetings ( “Progress
Meetings”), during which meetings the University and designated representatives of the District
shall coordinate the preparation, submission and review of the Construction Plans and
Specifications, as well as any other pending matters involving the Boathouse Project. The
University and the District shall coordinate with the NPS with respect to the Progress Meetings as
reasonably necessary.
4.1.4 Phases. The Boathouse Project may be constructed in multiple phases.
Prior to Commencement of Construction on any portion of the Boathouse Facilities, the University
will identify which improvements shall be constructed in each phase (each, a “Phase”) and, for
informational purposes, provide a n updated Schedule of Performance and budget (a “ Phase
Budget”) for such Phase (s). Once construction of an identified Phase has commenced, the
University shall pursue completion of such Phase with reasonable diligence and continuit y.
Failure to complete construction in accordance with such schedule shall not be deemed a default
provided the University is using commercially reasonable efforts in accordance with the foregoing
sentence. The District may, at its discretion, approve sub-phases within each Phase.
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4.2 District Review and Approval of Construction Plans and Specifications.
4.2.1 Generally. The District shall have the right to review and approve or
disapprove all or any part of each of the Construction Plans and Specifications, which approval
shall not be unreasonably withheld, conditioned, or delayed . Without limiting the generality of
the foregoing, during the Review Period (defined in Section 4.2.2 , below), the District shall
approve Construction Plans and Specifications that: (i) are generally consistent with the
Development Plans, the Concept Plans, and with the information exchanged in Progress Meetings;
(ii) are in accordance with the requirements of the terms herein and Applicable Law ; and (iii)
provide adequate Public Access as contemplated hereunder . Any Construction Plans and
Specifications approved (or any approved portions the reof) pursuant to this Section 4.2 shall be
“Approved Plans and Specifications”.
4.2.2 Time Period for District Review and Approval. The District shall complete
its review of each submission of Construction Plans and Specifications and provide a written
response thereto within thirty (30) days after its receipt of the same (the thirty (30) day review
period may be referred to herein as the “Review Period”). If the District fails to respond with its
written response to a submission of any Construction Plans and Specifications within the Review
Period, the University shall notify the District in writing of the District’s failure to respond by
delivering to the District a Second Notice. Failure of the District to respond within fifteen (15)
Business Days after its receipt of the Second Notice shall constitute and shall be deemed to be the
District’s approval of the applicable Construction Plans and Specifications.
4.2.3 Disapproval Notices. Any notice of disapproval ( “Disapproval Notice”)
delivered to the University by the District shall state the basis for such disapproval in reasonably
sufficient detail to enable the University to respond to the District. If the District issues a
Disapproval Notice, the University shall have a period of time equal to the Resubmission Period
to revise the Construction Plans and Specifications to address the comments of the District and
shall resubmit the revised Construction Plans and Specifications for approval by the District prior
to the expiration of such Resubmission Period. The District shall complete its review of such
revised Construction Plans and Specifications and provide written response thereto within the
Review Period, which Review Period shall commence the day following the District’s receipt of
such revised Construction Plans an d Specifications from the University. If the District fails to
notify the University of its approval or disapproval of such revised Construction Plans and
Specifications within the Review Period, the University may provide a written Second Notice to
the District with respect to such revised Construction Plans and Specifications. Failure of the
District to respond within fifteen (15) Business Days after its receipt of the Second Notice shall
constitute and shall be deemed to be the District’s approval of the revised Construction Plans and
Specifications. The provisions of this Section 4.2 relating to approval, disapproval and
resubmission of any Construction Plans and Specifications shall continue to apply until such
Construction Plans and Specifications ( and each component thereof) have been approved by the
District. In no event will the District’s failure to respond to any submission of Construction Plans
and Specifications be deemed an approval except as otherwise expressly set forth in this Section
4.2. Any Construction Plans and Specifications may not be later disapproved by the District unless
any disapproval and revision are mutually agreed upon by the Parties. The District’s review of
any Construction Plans and Specifications that is responsive to a Disapproval Notice shall be
limited to the matters disapproved by the District as set forth in the Disapproval Notice but shall
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not be so limited with regard to any new matters shown on such Construction Plans and
Specifications that were not included o r indicated on any prior Construction Plans and
Specifications.
4.2.4 No Representation; No Liability. The District’s review and approval of the
Construction Plans and Specifications is not and shall not be construed as a representation or other
assurance that they comply with any building codes, regulations, or standards, including, without
limitation, building engineering and structural design or any other Applicable Law. The District
shall not incur liability in connection with its review of any Construction Plans and Specifications.
The District is reviewing such Construction Plans and Specifications solely for the purpose of
ensuring that the Construction Plans and Specifications are consistent with the Development Plans
and in accordance with the terms of this LDA.
4.3 Changes in Construction Plans and Specifications; Government Required Changes.
4.3.1 No Material Changes. Once approved, the University may make changes
to the Approved Plans and Specifications without the prior approval of, but with notice to, the
District, provided such changes are consistent with Applicable Law and do not constitute Material
Changes. Such notice shall specifically identify the changes made. The University shall not make
any Material Changes to the Approved Plans and Specifications without the District’s prior written
approval, except those changes required by a Governmental Authority pur suant to Section 4.3.2.
If the University desires to make any other Material Changes to the Approved Plans and
Specifications, the University shall submit in writing the proposed changes to the District for
approval, including a written description of the Material Change and the modified Construction
Plans and Specifications with notations highlighting such Material Change. The procedures set
forth in Section 4.2 shall apply to the District’s review and approval (or disapproval) of any such
proposed Material Changes in the same manner as if the submission of such proposed Material
Change was the Submission of the original Construction Plans and Specifications for the District’s
review. In the event the University makes a Material Change to the Construction Plans and
Specifications but does not comply with the procedures in this Section 4.3.1, such Material Change
shall be deemed disapproved, notwithstanding the inclusion of the Material Change in a
subsequently submitted Construction Plans and Specifications receiving approval by the District.
4.3.2 Government Required Changes . Notwithstanding any other provision of
this LDA to the contrary, the District acknowledges and agrees that the District shall not withhold
its approval (if otherwise required by the terms of this LDA) of any elements contained in the
Construction Plans and Specifications or proposed changes to Approved Plans and Specifications
that are required by any Governmental Authority ; provided, however, that (i) the District shall
have been afforded a reasonable opportunity to discuss such element of, or change in, the
submission with the Governmental Authority requiring such element or change with the Architect;
(ii) the Architect shall have reasonably cooperated with the District and such Governmental
Authority in seeking such reasonable modifications of the required element or change as the
District shall deem reasonably necessary; and (iii) such element or change is consistent with
Applicable Law. The University and the District each agree to use good faith, reasonable efforts
to resolve the District’s approval of such elements or changes, and the District’s request for
commercially reasonable modifications to such elements or changes required by a Governmental
Authority, as soon as reasonably possible and in no event later than ten (10) Business Days after
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the submission of the applicable Construction Plans and Specifications or App roved Plans and
Specifications. The University shall promptly notify the District of any changes required by a
Governmental Authority whether before or during construction.
4.4 Project Professionals . Any Person that the University proposes to be the
Construction Consultant shall be subject to the District’s approval, which approval shall not be
unreasonably withheld, conditioned or delayed. The District’s review of any proposed Person
under this Section 4.4 shall be limited to whether the Person: (i) reasonably has the experience and
technical qualifications to provide the services required; and (ii) is not a Prohibited Person. In
connection with the Boathouse Project, the University shall be responsible for engaging an
Architect, a Contractor and other proj ect professionals who are reasonably experienced and
qualified to carry out their respective roles and responsibilities. No Person who is a Prohibited
Person shall be engaged as contractor or a subcontractor or otherwise provide materials or services
with respect to the Boathouse Project.
4.5 Community Participation Program . No later than ninety (90) days after the
Effective Date, the University shall provide the District a description of the University’s program
for public involvement, education and outreach with respect to the Project (including input from
the community that is impacted by the Project as it is designed, developed, constructed and
operated) (the “ Community Participation Program ”), including a plan for implementing the
Community Participation Program and shall include, without limitation, the organization(s) with
whom the University proposes to discuss the Project, a schedule for public meetings and the type
of information that the University proposes to submit to the public. The Community Participation
Program shall include a mechanism to document all public meetings, includ ing a narrative
description of: (i) the events of each meeting; (ii) the concerns raised by members of the public;
and (iii) the University’s responses to such concerns. Th e University shall submit such
documentation of each public meeting to the District and shall, at each Progress Meeting,
otherwise include a summary of the University’s activities with respect to, and in furtherance of,
the Community Participation Program at each Progress Meeting.
4.6 Construction Consultant . Prior to Closing, the University shall appoint a
construction consultant (which may be the Architect, an engineer serving as a contract or or
subcontractor on the Boathouse Project , or another qualified independent third-party consultant
hired by the University that is licensed in the District of Columbia) that is reasonably approved by
the District for supervision of the development of the Improvements (the “ Construction
Consultant”). The Construction Consultant shall review and report to the Parties on a monthly
basis regarding the following matters: (i) the construction documents related to the construction of
the Improvements and the conformity of such matters to the Approved Plans and Specifications ;
and (ii) the schedule of construction and the conformity of the current development and
construction progress with the Schedule of Performance. The Construction Consultant shall
provide regular written status updates and promptly report, in writing, any material issues (i.e.,
Material Changes from the Approved Plans and Specifications or a material deviation from the
Schedule of Performance, as applicable) to the District and the University. If the Construction
Consultant determines there is a material non-conformity with the Approved Plans and
Specifications or a material deviation from the Schedule of Performance, the District may request
the University to propose and adopt a recovery and modification plan that is reasonably
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satisfactory to the Construction Consultant and the District. The Construction Consultant’s time,
expenses, reports, and certifications shall be at the University’s sole cost and expense.
4.7 Project Budget.
4.7.1 Project Budget. As of the Effective Date, the University has provided the
District its initial Project Budget describing the expenditure of direct and indirect costs for the
Boathouse Project, which shall include a cost itemization prepared by the University specifying
all “hard” and “soft” costs (direct and indirect) by item, in cluding: (i) the costs of all labor,
materials, and services necessary for the Boathouse Project; and (ii) all other expenses anticipated
by the University incident to the Boathouse Project (including, without limitation, anticipated
interest on all financing, taxes and insurance costs) and the construction thereof (such budget, as
may be modified from time to time in accordance with this LDA being the “Project Budget”).
The Project Budget is attached hereto as Exhibit Q.
4.7.2 Final Project Budget . On or before the date set forth on the Schedule of
Performance, the University shall provide the District with a revised Project Budget and such
supporting documentation as the District may reasonably request. The University s hall further
modify the Project Budget within sixty (60) days but no later than thirty (30) days prior to Closing.
Upon the District’s approval of the modified Project Budget submitted pursuant to the immediately
preceding sentence, such modified Project Budget shall be the “Final Project Budget.”
4.8 Compliance with Law. In order to undertake the Boathouse Project in accordance
with the Concept Plans, the University will need to seek approvals from: (i) the Old Georgetown
Board and the U.S. Commission of Fine Arts ( “Commission Approvals”); and (ii) zoning
approval from the D.C. Board of Zoning Adjustment or the D.C. Zoning Commission ( “Zoning
Approval”). Prior to application for each of the approvals, the University shall su bmit its draft
application to the District for the District ’s review and approval in accordance with Section
4.2. Any submissions in support of the Approvals shall be consistent with the Concept Plans and
this LDA and any Construction Plans and Specifications submitted therewith shall be approved by
the District as Approved Plans and Specifications prior to such submission. Once approved by the
District, the University shall not modify the Approvals without the District’s prior approval. The
Parties shall comply with Applicable Law as the same may apply to the Transactions. Without
limiting the generality of the foregoing, construction of all structures on the Boathouse Parcel shall
be performed in accordance wit h all Applicable Law except and to the extent that the same are
modified or for which a variance of other relief has been granted as part of the Approvals. During
the Term of this LDA, the University shall have the right and obligation to: pursue obtaining any
and all Governmental Approvals and Permits from Governmental Authorities and or utility
providers, including without limitation all legislative or other actions as may be necessary to
authorize the District to complete the Transactions, as may be rea sonable or necessary for the
University to develop and utilize the Boathouse Project on the Boathouse Parcel, as shown on the
Concept Plans . The NPS and the District will cooperate with and will actively support the
University’s efforts with respect to the foregoing, including, without limitation, signing any
applications for Governmental Approvals, and at the request of the University, attending public
hearings or other meetings with citizens or public officials, provided the foregoing cooperation
obligation shall not require the NPS or the District to incur any material out-of-pocket expenses or
exercise each of their respective powers of eminent domain.
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4.9 Submission Deadline Extensions . If the University is using good faith efforts to
proceed diligently and desires to extend a specified deadline in the Schedule of Performance, the
University may request such extension for any submission of Construction Plans and
Specifications or other Submissions, in writing, and, for good cause shown, the District may, in its
sole and absolute discretion approve such extension.
ARTICLE V
CONDITIONS TO CLOSING
5.1 Conditions Precedent
5.1.1 General. The obligations of each of the Parties to consummate the
Transactions described in this LDA at Closing, unless waived in writing, shall be subject to the
following conditions precedent (the “Conditions Precedent”):
(a) all the representations and warranties of the Parties set forth in
Article III of this LDA shall be true and correct in all material respects a s of the Effective Date
and on the Closing Date;
(b) each of the other Parties have performed and satisfied its obligations
under this LDA in all material respects such that each and all of the Transactions may be closed
on the Closing Date, as mutually concurrent conditions to Closing;
(c) 24FThe Transfer of Jurisdiction shall have been completed and lawfully
effectuated, including the TOJ Documentation having been recorded;
(d) all Governmental Approvals and Permits required to develop and
construct the Boathouse Project shall have been obtained by the University;
(e) as of the Closing, a Heritage Tree removal permit or other approval
has been granted to remove the tree that is located on the adjacent property to the west of the
Boathouse Parcel, the root zone and canop y of which encroaches onto the Boathouse Parcel , and
the Heritage Tree has been removed; and
(f) this LDA shall not have been previously terminated pursuant to any
provision hereof.
5.1.2 Intentionally omitted.
5.1.3 University Conditions Precedent. The obligations of the University to close
on the acquisition of the Parcel 1A and the ground lease of Parcel 1C from the District, and the
conveyance of the Upriver Parcel to the NPS, unless waived by the University in writing, shall be
subject to the following additional Conditions Precedent:
(a) as of the Closing Date, there shall be no rezoning or other statute,
law, judicial, or administrative decision, ordinance or regulation (including amendments and
modifications of any of the foregoing) by any Governmental Authoritie s or any public or private
utility having jurisdiction over the Boathouse Parcel that would materially adversely affect the
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acquisition, development, sale or use of the Boathouse Parcel such that the Boathouse Project is
no longer physically or economicall y feasible (this provision shall not apply to any normal and
customary reassessment of the Boathouse Parcel for ad valorem real estate tax purposes);
(b) title to the Boathouse Parcel shall be subject only to the Permitted
Exceptions;
(c) as of the Closing, t he District shall have performed in all material
respects all covenants and agreements of a Grantor Party with respect to Parcel 1A and Parcel 1C;
(d) as of the Closing, the Concessionaire has been relocated from the
Boathouse Parcel, there shall be no parties in possession of any portion of the Boathouse Parcel as
lessees or tenants at sufferance , and the Boathouse Parcel is not subject to any other license,
agreement, or other authorization to occupy the Boathouse Parcel;
(e) the District’s authority, pursuant to the Resolutions, to proceed with
the disposition, as contemplated in this LDA, shall have been effectuated and shall not have
previously expired;
(f) DDOT shall have granted the Boathouse License; and
(g) The Title Company shall be irrevocably bound to issue to the
University an ALTA Owner’s Policy of Title Insurance, as of the date and time of the recording
of the Deed and/or the Memorandum of Ground Lease, as applicable, issued by the Title Company,
insuring that the University is the owner of the applicable portion of the Parcel 1A or Par cel 1C
(as holder of a leasehold under the Ground Lease) subject only to the Permitted Encumbrances,
provided that the University shall have paid the premium therefor and satisfied all conditions set
forth in the Title Commitment applicable to the University.
5.2 Failure of Condition. If, on the Closing Date, any of the Conditions Precedent that
are applicable to and for the benefit of a Grantee Party as set forth above in Section 5.1 have not
been satisfied, then such Grantee Party may, at its option: (i) waive such condition and proceed to
close the Transactions with respect to the subject Parcel hereunder; (ii) terminate this LDA by
delivery of a written termination notice to the other Parties on or before the Closing Date, and no
Party thereafter shall have any further rights or obligations to another Party under this LDA except
as expressly provided otherwise in this LDA; or ( iii) delay Closing for up to sixty (60) days (or
such longer period as may be agreed to by the Parties), to permit the Grantor Party to satisfy the
conditions to Closing set forth in Section 5.1. In the event the Grantee Party proceeds under clause
(iii), Closing shall occur within sixty (60) days after the Conditions Precedent set forth in
Section 5.1 have been satisfied but in no event later than the Outside Closing Date. If such
Conditions Precedent have not been satisfied by the end of the sixty (60) day-period, provided the
same is not the result of failure to perform any obligation of the Grantee Party hereunder, the
Grantee Party may again proceed under clause (i), (ii), or (iii) above, in its sole discretion. The
foregoing notwithstanding, Closing shall not occur after the Outside Closing Date. The terms of
this Section 5.2 are not intended to vary, be in addition to, or contradict the terms of Article VIII
hereof and the mere failure of the occurrence of a Condition Precedent shall not be considered a
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default by a Grantor Party. To the extent there is a conflict between this Section 5.2 and Article
VIII, the terms of this Section 5.2 shall control.
ARTICLE VI
CLOSING

6.1 Closing Date and Outside Closing Date . The Parties shall consummate Closing
upon satisfaction (or waiver by the Party entitled to waive the same) of all conditions to Closing,
but no later than the Closing Date shown on the Schedule of Performance (“Closing Date”). In
no event shall the Closing be held after December 31, 2030. (the “Outside Closing Date”). Closing
shall occur at the offices of the District or another location in the District of Columbia acceptable
to the Parties.
6.2 Deliveries at Closing.
6.2.1 District’s Deliveries. On or before the Closing Date, subject to the terms
and conditions of this LDA, the District shall execute, notarize, as applicable, and deliver to
Escrow Agent:
(a) a Deed in rec ordable form to be recorded in the Land Records
against Parcel 1A.
(b) the Ground Lease, together with the Memorandum of Ground Lease
in recordable form to be recorded in the Land Records against Parcel 1C;
(c) the Construction and Use Covenant in recordable form to be
recorded in the Land Records against Parcel 1A;
(d) the Boathouse Parcel Easement, in recordable form to be recorded
in the Land Records against the Boathouse Parcel;
(e) the Boathouse License;
(f) a settlement statement (the “ Settlement Statement”) setting forth
prorations, taxes and other monies to be paid by each Party at Closing in form and substance
satisfactory to the Parties hereto, a first draft of which shall be prepared by the Title Company
based on information provided by t he Parties not less than three (3) business days prior to the
Closing;
(g) evidence of the termination of Contracts as provided in Section
3.3.1(b), as applicable;
(h) a certificate, duly executed by the District, stating that all of the
District’s representations and warranties set forth herein are true and correct as of and as if made
on the Closing Date;
(i) such affidavits and documents as may be required by the Title
Company to issue title insurance, including, without limitation, parties in possession; and
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(j) any and all other deliveries required from the District on the Closing
Date under this LDA and such other documents and instruments as are customary and as may be
reasonably requested by the other Parties or Escrow Agent, and reasonably acceptable to the
District, to effectuate the Transactions contemplated by this LDA.
6.2.2 The University’s Deliveries. On or before the Closing Date, subject to the
terms and conditions of this LDA, the University shall execute, notarize, as applicable, and deliver
to Escrow Agent:
(a) the Memorandum of Ground Lease in recordable form to be
recorded in the Land Records against Parcel 1C;
(b) a deed in recordable form , acceptable to and approved in advance
by the NPS for recordation in the Land Records against the Upriver Parcel;
(c) the Construction and Use Covenant in recordable form to be
recorded in the Land Records against Parcel 1A;
(d) the Boathouse Parcel Easement, in recordable form to be recorded
in the Land Records against the Boathouse Parcel;
(e) the Boathouse License;
(f) the Financing Documents and any other documents required to close
on any Secured Debt Financing of the Boathouse Project, if applicable;
(g) evidence of the establishment and funding of the Construction
Account with Raised Funds in accordance with Section 9.1.2;
(h) a certificate, duly executed by the University, stating that all of the
University’s representations and warranties set forth herein are true and correct as of and as if
made on the Closing Date;
(i) the University Board Resolutions together with any ot her evidence
reasonably satisfactory to the Title Company that the Persons executing and delivering the Closing
documents on behalf of the University have full right, power and authority to do so;
(j) such affidavits and documents as may be reasonably required by the
NPS and for the Title Company to issue title insurance, including, without limitation, as to parties
in possession; and
(k) any and all other deliveries required from the University on the
Closing Date under this LDA and such other documents and instruments as are customary and as
may be reasonably requested by the other Parties or the Escrow Agent, and reasonably acceptable
to the University, to effectuate the Transactions contemplated by this LDA.
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6.2.3 On the Closing Date, Escrow Agent shall record and distribute documents
and funds in accordance with closing instructions provided by the Parties so long as they are
consistent with this LDA.
6.3 Recordation of Closing Documents; Closing Costs.
6.3.1 At Closing, Escrow Agent shall fi le for recordation among the Land
Records the Deeds, the Memorandum of Ground Lease, the Construction and Use Covenant, and
the Boathouse Parcel Easement. On the Closing Date, Escrow Agent shall record and distribute
documents in accordance with closing in structions provided by the Parties so long as they are
consistent with this LDA.
6.3.2 At Closing, the University shall be responsible for and pay all costs
pertaining to the transfer of the Boathouse Parcel and financing of the Boathouse Project,
including, without limitation: (i) title search costs; (ii) title insurance premiums and endorsement
charges; (iii) survey costs; (iv) all recordation fees and transfer taxes; and (v) all of Escrow Agent’s
fees and costs.
6.3.3 All real estate and personal property taxes a nd all utilities and other
operating expenses, if any, applicable to any Parcel shall be prorated between the applicable
Grantor Party and the applicable Grantee Party as of the Closing Date based on estimates of the
amounts that will be due and payable on the next payment date, unless final readings or invoices
therefor as of the Closing Date shall have been obtained, in which event such final readings shall
be utilized as the basis for adjustment . All items to be apportioned and adjusted pursuant to this
Section 6.3.3 shall be prorated as of midnight of the day immediately preceding the Closing Date,
based on the actual number of days of the month which shall have elapsed as of the Closing Date
and the actual number of days in the month and a three hundred sixty-five (365) day year.
ARTICLE VII
DEVELOPMENT OF PROPERTY AND CONSTRUCTION OF IMPROVEMENTS
7.1 Obligation to Construct Improvements. The University shall be solely responsible
for any such construction of the Boathouse Project, including, without limitation, any and all site
work as may be necessary to prepare the Boathouse Parcel for such construction. To the extent
the Closing occurs, the University hereby agrees to develop, construct, use, maintain, and operate
the Improvements subject to and in accordance with the applicable requirements contained in the
Construction and Use Covenant and the Schedule of Performance. The University’s failure to
perform its obligations in accordance with the Schedule of Performance shall constitute a
University Default, and the Parties’ rights and obligations in such event shall be governed by
Article VIII. The University shall construct the Improvements in accordance with the Approved
Plans and Specifications.
7.2 Governmental Approvals. The University shall use reasonable efforts to obtain all
necessary Permits and Governmental Approvals to construct the Improvements. Any application
for a Governmental Approval, or modifications to existing Governmental Approvals, shall be
prepared and filed by the University on behalf of the applicable owner of each Parcel . All
applications for Approvals shall be subject to prior approval by the District. Such review shall be
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limited to confirming consistency with the Approved Plans and Specifications based on the
District’s scope of review set forth above in Section 4.2. The University shall submit a copy of
the pro posed application to the District for its review and approval prior to submission of the
application. The District shall have thirty (30) days to review and approve the application, which
approval shall not be unreasonably withheld, conditioned or delayed. The District shall cooperate,
at no cost to the District, with the University in connection with all such applications approved by
the District and shall join such applications (as fee owner of the Boathouse Parcel) as reasonably
requested by the University.
7.3 Issuance of Permits. The University shall have the sole right to obtain all Permits
related to the Boathouse Parcel and shall make application therefor directly to the applicable
Governmental Authority. The District and the NPS , as applicable, shall, upon request by the
University, execute applications for such Permits, at no cost, expense, obligation, or liability to the
District or the NPS , as applicable . In no event shall the University commence site work or
construction of all or any portion of the Improvements until the University shall have obtained all
Permits for the work in question. The University shall submit its application for Permits within a
period of time to allow issuance of such Permits prior to the Closing Date. From and after the date
of the University’s submission of an application for a Permit, the University shall use good faith
efforts to prosecute such application until receipt. In addition, from and after submission of any
such application until issuance of the Permit , the University shall report Permit status in writing
on a periodic basis to the District, not more frequently than once every thirty (30) days.
7.4 Site Preparation. The University, at its sole cost and expense, shall be responsible
for all preparation of the Boathouse Parcel for development and construction in accordance with
the Development Plan s and Approved Plans and Specifications, including costs associated with
excavation, construction of the Improvements, utility relocation and abandonment, relocation and
rearrangement of water and sewer lines and hook-ups, and construction or repair of alleyways on
the Property and abutting public property necessary for the Project. All such work, including but
not limited to, excavation, backfill, and upgrading of the lighting and drainage, shall be performed
under all required Permits and Governmental Approvals and in accordance with Applicable Law.
7.5 Opportunity for CBEs. The University shall comply with the terms and conditions
set forth in the CBE Agreement with respect to the construction of the Boathouse Project.
7.6 Employment of District Residents; First Source Agreement . Pursuant to D.C.
Official Code § 10-801(b)(7), the Workforce Intermediary Establishment and Reform of the First
Source Amendment Act of 20 11 (D.C. Law 19 -84, D.C. Official Code §§ 2 -219.01 et seq.) and
the rules and regulations promulgated thereunder, and Mayor’s Order 83-265, the University shall
comply with the terms of the First Source Agreement.
7.7 Davis Bacon Act; Living Wage Act . If applicable, the University shall, and shall
cause the Contractor to, comply with the provisions of the Davis-Bacon Act, 40 U.S.C. §§ 3141 et
seq., and the regulations promulgated therewith. In addition, as required under D.C. Official Code
§ 2-220.06, the University shall, and shall cause the Contractor to, to comply with all requirements
under the Living Wage Act of 2006, D.C. Official Code §§ 2 -220.01 et seq, as amended. To the
extent applicable, the Contractor shall notify all subcontractors of the requir ements under the
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Davis-Bacon Act and the Living Wage Act and shall post the notice required thereunder in a
conspicuous site at its place of business.
7.8 Green Building Act and Clean Energy.
7.8.1 If applicable, Developer shall design and construct the Improvements in
accordance with the Green Building Act of 2006, D.C. Official Code §§ 6 -1451.01 et seq., as
amended, and the regulations promulgated therewith.
7.8.2 If applicable, Developer shall design and construct the Improvements in
accordance with the Clean Energy DC Building Code Amendment Act of 2022 (D.C. Law 24-177;
69 D.C. Reg. 9924; D.C. Official Code §6-1453.01) and the regulations promulgated therewith.
ARTICLE VIII
DEFAULTS
8.1 Default.
8.1.1 Failure by any Party to perform any term or provision of this LDA shall not
constitute a default (each a “Default”) under this LDA unless and until the Party in breach of its
obligations hereunder fails to commence to cure, correct or remedy such failure within fifteen (15)
days of receipt of written notice of such failure from another Party and thereafter fails to complete
such cure, correction, or remedy within sixty (60) days of the receipt of such written notice, or,
with respect to defaults that cannot reasonably be cured, corrected or remedied within such sixty
(60) day period, within such additional period of time as is reasona bly required to remedy such
default, provided the defaulting Party exercises due diligence in the remedying of such default.
8.1.2 In the event that the University fails to perform its obligations hereunder
and such failure constitutes a default pursuant to Section 8.1.1, then, in addition to any other rights
available at law or equity, either of the other Part ies may terminate this LDA, in which case this
LDA shall terminate and the Parties shall have no further obligations to the other Parties hereunder
except pursuant to any provisions that expressly survive the termination of this LDA. In the event
that the District or the NPS fails to perform its obligations hereunder and such failure constitutes
a default pursuant to Section 8.1.1, either of the other Parti es may terminate this LDA, in which
case this LDA shall terminate and the Parties shall have no further obligations to the other Parties
hereunder except pursuant to any provisions that expressly survive the termination of this LDA.
8.2 Limitation on Remedies; Cure Periods. The remedies of any Party provided herein
shall be the sole and exclusive remedies of the Parties in the event of a Default. In no event shall
any Party be liable for any consequential, punitive or special damages. Notwithstanding anything
to the contrary contained in this Article VIII, any cure period provided to a Party under this Article
VIII shall not delay Closing beyond, and shall automatically expire on, the Outside Closing Date.
8.3 No Waiver by Delay; Waiver. Notwithstanding anything to the contrary contained
herein, any delay by any Party in instituting or prosecuting any actions or proceedings with respect
to a default by the other hereunder or otherwise asserting its rights or pursuing its remedies under
this Article VIII, shall not operate as a waiver of such rights or to deprive such Party of or limit
such rights in any way (it being the intent of this provision that no Party shall be constrained by
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waiver, laches, or otherwise in the exercise of such remedies). Any waiver by a Party hereto must
be made in writing. Any waiver in fact made with respect to any specific default under this Article
VIII shall not be considered or treated as a waiver with respect to any other defaults or with respect
to the particular Default except to the extent specifically waived in writing.
8.4 Assignment of Development Work Product . Upon termination of this LDA
pursuant to Section 8.1.2 , the University shall assign to the District all of the University’s
assignable right, title and interest in and to all plans, drawings, specifications, engineering studies,
investigations, reports, Governmental Approvals and Permits in connection with the Boathouse
Project (collectively, the “ Development Work Product ”) at the University’s sole cost and
expense. The University shall cause all professional contracts for Development Work Product to
expressly provide that the University shall have the right to so assign (or failing that, to license)
the Development Work Product to the District and that, from and after the effective date of such
assignment (or license), the District shall have the right to use such Development Work Product
and rely thereon to the same extent as the University. Upon termination of this LDA pursuant to
Section 8.1.2, if requested by the Distr ict, the University shall execute such assignments as the
District may request to perfect such assignment, the University hereby indemnifies, defends and
holds harmless the District from and against any and all third -party costs, claims or liabilities,
caused by the failure of the University to pay when due third parties for any Development Work
Product. The University’s obligations pursuant to this Section 8.1.2 shall survive termination of
this LDA.
8.5 Attorneys’ Fees. In the event the District prevails in any legal action or proceeding
to enforce the terms of this LDA, the District shall be entitled to recover from the University the
reasonable attorney’s fees and costs incurred by the District in such action or proceeding. In the
event the District is represented by the Office of the Attorney General for the District, reasonable
attorneys’ fees shall be calculated based on the then-applicable hourly rates established in the most-
current Adjusted Laffey Matrix prepared by the Civil Division of the United S tates Attorney’s
Office for the District of Columbia and number of hours employees of the Office of the Attorney
General for the District of Columbia prepared for or participated in any such litigation.
8.6 Rights and Remedies Cumulative. The rights and remedies of the Parties under this
LDA shall be cumulative, and the exercise by a Party of any one or more of such remedies shall
not preclude the exercise of any other remedies for the same such default or breach.
ARTICLE IX
CONSTRUCTION ACCOUNT AND FINANCNG COMMITMENTS

9.1 Construction Funding and Security. The University shall maintain, administer and
utilize funding for the Boathouse Project in accordance with the requirements of this Section 9.1.
9.1.1 Commitment. At least thirty (30) days prior to Closing, the University shall
submit to the District a certification that the University has available Total Funding Commitments
that match the Final Project Budget. That certification shall include the following:
(a) a gener al description of the University’s plans for funding the
Boathouse Project;
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(b) a general description of the status of Raised Funds and Financing
Commitments, if any; and
(c) if applica ble, documentation evidencing the University’s
commitment to provide additional funds from Unsecured Debt Financing and/or other sources
controlled by the University as may be necessary to fund the portions of Boathouse Project that
are not funded using Raised Funds or Secured Debt Financing.
9.1.2 Funding. At least thirty (30) prior to the Commencement of Construction
of any Phase , the University shall have established and funded the Construction Account using
proceeds from Secured Debt Financing, Raised Funds, and Unsecured Debt Financing. From and
after such date, t he University will maintain the Construction Account at all times until Final
Completion of each Phase , as applicable . The Construction and Use Covenant shall include
provisions consistent with this Section 9.1.2. At all times until Final Completion of any particular
Phase, the University shall ensure that the Construction Account contains an amount at least equal
to 110% of the applicable Project Phase Budget (the “ Construction Account Balance ”), as
certified by the Construction Consultant. During the development and construction of any Phase
of the Boathouse Project, the amount of the Construction Account Balance may be reduced from
time to time by the amount of the costs and expenses actually expended by the University (or on
behalf of the University ) for the development and construction of the Boathouse Project in
accordance with the Approved Construction Drawings and the Project Phase Budget; provided,
however, at no time during the construction of the Boathouse Project shall the Construction
Account Balance be less tha n ___________ dollars ($_________). At all times prior to Final
Completion, the University shall have the obligation to provide any additional funds into the
Construction Account that may be required in order to achieve Final Completion. To the extent
the University withdraws funds from the Construction Account and uses such funds for a purpose
other than the development of the Boathouse Project (each event, an “ Unauthorized
Withdrawal”): (i) during the term of this LDA, such Unauthorized Withdrawal shall be deemed
a default subject to the default, notice and cure provisions of Article VIII above; and (ii) following
the Closing, such Unauthorized Withdrawal shall be deemed a default under the Construction and
Use Covenant that is subject to the default, notice and cure provisions set forth therein. If and to
the extent the Unauthorized Withdrawal results in a termination of this LDA or a reversion of the
Boathouse Parcel pursuant to the Construction and Use Covenant, then the District shall be entitled
to pursue a claim and be entitled to recover in damages an amount equal to: (a) twice the amount
of the Unauthorized Withdrawal; (b) the remaining Construction Account Balance; and (c) actual,
documented, out-of-pocket third-party expenses (including reasonable attorneys’ fees) incurred by
the District in connection with pursuing such damages.
9.2 Subsequent Debt Financing . In the event that the University elects to pursue
Secured Debt Financing for the Boathouse Project following the date upon which the submission
outlined in Section 9.1.1 must be provided, then the University shall promptly notify the District
and make t he required submissions as soon as practicable under the circumstances. Any such
Secured Debt Financing shall be subject to all applicable terms and conditions set forth in this
LDA.
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ARTICLE X
CONSTRUCTION FINANCING
10.1 Limitations on Encumbrances . As further provide d in the Construction and Use
Covenant and Ground Lease, beginning at Closing, the University shall not obtain any Secured
Debt Financing or engage in any other transaction that shall create a mortgage or other
encumbrance or lien upon the Boathouse Parcel, whether by express agreement or operation of
law, or suffer any encumbrance or lien to be made on or attached to Parcel 1A or the University’s
leasehold interest in Parcel 1 C without the prior written approval of the District, which shall not
be unreasonably withheld, conditioned or delayed.
10.2 Bona Fide Indebtedness . If applicable, any Secured Debt Financing obtained in
connection with Closing and construction of the Improvements shall: (i) secure a bona fide
indebtedness to an Institutional Lender, the proceeds of which shall be applied only to the costs
identified in the Final Project Budget; and (ii) be of an amount which, together with the Raised
Funds, Unsecured Debt Financing and all other funds designated by the University for the
Boathouse Project in the University Board Resolutions, shall be sufficient to complete construction
of the Improvements. In no event shall the proceeds of any Secured Debt Financing or mortgage
be used to fund the acquisition, development, construction, operation or any other costs relating to
any real property, personal property or business operation other than the Boathouse Project.
ARTICLE XI
ASSIGNMENT AND TRANSFER
11.1 Assignment. Prior to Closing, each Party represents, warrants, covenants, and
agrees, for itself and its successors and assigns, that such Party (or any successor in interest thereof)
shall not assign its rights under this LDA or delegate its obligations under this LDA. After Closing,
the University may assign or transfer its property interests solely in accordance with the terms and
conditions set forth in the Ground Lease or the Construction and Use Covenant , as applicable .
Notwithstanding anything herein to the contrary, the University shall not assign or transfer its
property interests with respect to the Boathouse Parcel prior to Final Completion.
11.2 No Unreasonable Restraint. The University hereby acknowledges and agrees that
the restrictions on transfers set forth in this Article do not constitute an unreasonable restraint on
the University’s right to transfer or otherwise alienate Parcel 1A or Parcel 1 C or its rights under
this LDA. The University hereby waives any and all claims, challenges, and objections that may
exist with respect to the enforceability of such restrictions, including any claim that such
restrictions constitute an unreasonable restraint on alienation.
ARTICLE XII
INSURANCE OBLIGATIONS; INDEMNIFICATION
12.1 Intentionally Omitted.
12.2 Indemnification. The University shall indemnify, defend, and hold harmless the
District and the District’s agents and employees from and against any and all losses, costs, claims,
damages, liabilities, and causes of action (including reasonable attorneys’ fees and court costs)
arising out of death of or injury to any person or damage to any property that is directly or indirectly
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caused by any acts or omissions of the University or the University’s Agents in connection with
the development of the Boathouse Project ; provided, however, that the forgoing indemnity shall
not apply to any losses, costs, claims, da mages, liabilities, and causes of action (including
reasonable attorneys’ fees and court costs) due solely to the gross negligence or willful misconduct
of the District as determined by a court of competent jurisdiction. The obligations of the University
under this Section shall survive Closing or the earlier termination of this LDA.
ARTICLE XIII
NOTICES
All notices required or permitted hereunder shall be in writing and addressed or by written
telecommunication, and shall be deemed to have been duly given if delivere d personally or if
mailed by certified mail, return receipt requested, postage prepaid, or if sent by a nationally
recognized overnight courier service, as follows (or to such other address as a party may specify
by written notice to the other party):
If to the NPS to: Regional Director
National Capital Region
1100 Ohio Drive SW
Washington, DC 20242
Email: ncr_office_ofthe_regional_director@nps.gov

With a copy to: Tammy Stidham
Associate Regional Director
Lands and Planning
1100 Ohio Drive SW
Washington, DC 20242
Email: Tammy_stidham@nps.gov

If to the District to: District of Columbia
Office of the Deputy Mayor for
Planning and Economic Development
1350 Pennsylvania Avenue, NW, Suite 317
Washington, DC 20004
Attn: Development Manager, Georgetown Boathouse
Email: dmpednotices@dc.gov

With a copy to: Office of the General Counsel for the
Deputy Mayor for Planning and Economic Development
1350 Pennsylvania Avenue, NW, Suite 317
Washington, DC 20004
Attn: General Counsel
Email: Jennifer.castor@dc.gov

If to the University to:
Chief Operating Officer
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Georgetown University
3700 O Street NW
104 Harbin Hall
Washington, DC 20057
Email: coo@georgetown.edu

With a copy to: Office of General Counsel
Georgetown University
3700 O Street NW
202 Healy Hall
Washington, DC 20057
Email: generalcounsel@georgetown.edu

ARTICLE XIV
MISCELLANEOUS

14.1 Party in Position of Surety With Respect to Obligations. Each Party, for itself and
its successors and assigns and for all other persons who are or who shall become successors and
assigns, whether by express or implied assumption or otherwise, acknowledges that it is not in the
position of, nor will it become in the position of, surety, whether real, personal, or otherwise, with
respect to or arising from any obligation or burden set forth in this LDA, and each Party hereby
waives, to the fullest extent permitted by law and equity, any and all claims or defenses based on
the being in a position of surety hereunder.
14.2 Conflict of Interests; Representatives Not Individually Liable . No official or
employee of the District shall participate in any decision relating to this LDA which affects his or
her personal interests or the int erests of any District of Columbia agency, partnership, or
association in which he or she is, directly or indirectly, interested. No official or employee of the
District, the NPS or the University shall be personally liable to or any successor-in-interest in the
event of any default or breach by the District, the NPS or the University or for any amount which
may become due to any other Party or such successor-in-interest or on any obligations hereunder.
14.3 Survival; Merger. Except to the extent any provision contained herein expressly
survives the expiration or termination of this LDA, the provisions of this LDA are intended to and
shall merge with, and be superseded by, the Deeds, by the Construction and Use Covenant and the
Ground Lease, as applicable.
14.4 Titles of Articles and Sections. Titles and captions of the several parts, articles, and
sections of this LDA are inserted for convenient reference only and shall be disregarded in
construing or interpreting Agreement provisions.
14.5 Law Applicable; Forum for Disputes. This LDA shall be governed by, interpreted
under, construed, and enforced in accordance with the laws of the District of Columbia, without
reference to the conflicts of law provisions the reof. The Parties irrevocably submit to the
jurisdiction of: (i) the courts of the District of Columbia , and (ii) the United States District Court
for the District of Columbia , for the purposes of any suit, action, or other proceeding arising out
of this LDA or any of the T ransactions contemplated hereby. Each Party irrevocably and
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unconditionally waives any objection to the laying of venue of any action, suit, or proceeding
arising out of this LDA or the Transactions contemplated hereby in the courts named in (i) and (ii)
in this Section 14.5, and hereby further waives and agrees not to plead or claim in any such court
that any such action, suit, or proceeding brought in any such court has been brought in an
inconvenient forum.
14.6 Entire Agreement; Recitals; Exhibits.
14.6.1 This LDA (including the Exhibits annexed hereto and made part hereof),
and any document delivered pursuant to this LDA collectively contain all the agreements and
understandings between and among the Parties relative to the Transactions contemplated herein
and thereby and there are no agreements or understandings, oral or written, expressed or implied,
between them with respect thereto other than as herein set forth or expressly referenced herein and
made a part hereof. Upon execution of this LDA, all previous agreements shall be deemed null
and void.
14.6.2 The Recitals of this LDA are incorporated herein by this reference and are
made a substantive part of the agreements among the Parties.
14.6.3 All Exhibits are incorporated herein by reference, whether or not so stated.
In the event of any conflict between the Exhibits and this LDA that occurs prior to Closing, this
LDA shall control. In the event of any conflict between the Exhibit and this LDA that occurs after
Closing, the Exhibits shall control.
14.7 Counterparts. This LDA may be executed in any number of counterparts, each of
which shall be an original but all of which shall together constitute one and the same instrument.
Execution and delivery of this LDA by facsimile or e-mail .pdf shall be sufficient for all purposes
and shall be binding on any Person who so executes.
14.8 Time of Performance . All dates for performance (including cure) shall expire at
5:00 p.m. (Eastern time) on the performance or cure date. A performance date which falls on a
Saturday, Sun day, District of Columbia government holiday, or day in which the District of
Columbia government is officially closed for business is automatically extended to the next
Business Day.
14.9 Successors and Assigns. This LDA, subject to the terms of Article XI hereof, shall
be binding upon and shall inure to the benefit of, the successors and permitted assigns of each of
the Parties. Where the term “NPS”, “University” or “District” is used in this LDA, it shall mean
and include their respective successors and assigns.
14.10 Third Party Beneficiary. No Person shall be a third-party beneficiary of this LDA.
14.11 Further Assurances. Each Party agrees to execute and deliver to the other Party
such additional documents and instruments as the other Party reasonably may reques t in order to
fully carry out the purposes and intent of this LDA. Each Party agrees to execute and deliver to
the other Parties such additional documents and instruments as one or more of the other Parties
reasonably may request in order to fully carry o ut the purposes and intent of this LDA; provided,
however, this provision shall not be construed to require any (i) material additional liability or out-
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of-pocket expenses to be incurred by any Party hereunder; nor (ii) any Party to initiate or become
a party to any litigation regarding such use or development of any Parcel, other than for normal
administrative approval processes in connection obtaining any Governmental Approval for the use
and development of the Parcels.
14.12 Modifications and Amendments. None of the terms or provisions of this LDA may
be changed, waived, modified, or removed except by an instrument in writing executed by the
Party or Parties against which enforcement of the change, waiver, modification, or removal is
asserted. None of the terms or provisions of this LDA shall be deemed to have been abrogated or
waived by reason of any failure or refusal to enforce the same. In addition, if any Party seeks to
amend or change any material terms set forth in the Council Term Sheet, the Parties must seek and
receive Council approval as required under D.C. Official Code §10-801(b-4).
14.13 Severability. If any provision of this LDA is held to be illegal, invalid, or
unenforceable under present or future Applicable Law, such provision shall be fully severable, this
LDA shall be construed and enforced as if such illegal, invalid, or unenforce able provision had
never comprised a part of this LDA, and the remaining provisions of this LDA shall remain in full
force and effect and shall not be affected by th e illegal, invalid, or unenforceable provision or by
its severance from this LDA, unless this construction would constitute a substantial deviation from
the general intent of the Parties as reflected in this LDA. Furthermore, there shall be added
automatically as a part of this LDA a provision as similar in terms to such illegal, invalid, or
unenforceable provision as may be possible that is legal, valid, and enforceable.
14.14 Anti-Deficiency Limitation; Authority.
14.14.1 Though no financial obligations on the part of the District or the NPS are
anticipated, the Parties acknowledges that neither the District nor the NPS are authorized to make
any obligation in advance or in the absence of lawfully available appropriations and that the
District’s and the NPS’s authority to make such obligations is and shall remain subject to the
provisions of: (i) the federal Antideficiency Act, 31 U.S.C. §§ 1341, 1342, 1349, 1350, 1351; (ii)
D.C. Official Code § 47-105; (iii) the District of Columbia Anti -Deficiency Act, D.C. Official
Code §§ 47 -355.01 – 355.08, as the foregoing statutes may be amended from time to time; and
(iv) Section 446 of the District of Columbia Home Rule Act.
14.14.2 The University acknowledges and agrees that any unauthorized act by the
District is void. It is the University’s obligation to accurately ascertain the extent of the District’s
authority.
14.15 Time of the Essence; Standard of Performance . Time is of the essence with
respect to all matters set forth in this LDA. For all deadlines set forth in this LDA, the standard of
performance of the Party required to meet such deadlines shall be strict adherence and not
reasonable adherence.
14.16 No Partnership. Each of the Parties is an independent party under this LDA, and
nothing in this LDA shall be deemed or construed for any purpose to establish between them, or
any third party, a relationship of principal and agent, employment, partnership, or joint venture.
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14.17 Each Party to Bear Its Own C osts. Each Party shall bear its own costs and
expenses incurred in connection with the negotiation of this LDA and the performance of such
Party’s duties and obligations hereunder.
14.18 Discretion. Unless explicitly provided to the contrary in this LDA, where either
Party has the right to approve or consent to any matter herein, such approval or consent shall not
be unreasonably withheld, conditioned, or delayed nor any charge made therefor.
14.19 Force Majeure. None of the Parties , as the case may be, shall be considered in
default of their obligations under this LDA, in the event such Party ’s performance is materially
and adversely affected by a Force Majeure event. In the event of the occurrence of any such Force
Majeure event, the time or times for perfor mance of the obligations of the District or of the
University shall be extended day-for-day for the period of the Force Majeure; provided however,
that (a) the Party seeking the benefit of this Section 14.19 shall notify the other Party in writing
within ten (10) days after it becomes aware of the beginning of any such Force Majeure event, of
the cause or causes thereof, with supporting documentation, and such Party’s estimate of the length
of the delay that will be caused by such Force Majeure event and (b) the Party seeking the delay
must take commercially reasonable actions to minimize the delay. If either Party requests any
extension on the date of completion of any obligation hereunder due to Force Majeu re, it shall be
the responsibility of such Party to reasonably demonstrate that the delay was caused specifically
by such Force Majeure event. Force Majeure delays shall not delay the Closing beyond the Outside
Closing Date and shall not apply to any obligation to pay money.
14.20 Joint Preparation . Each Party acknowledges that it has thoroughly read and
reviewed this LDA, including all Exhibits and attachments thereto, and has sought and received
whatever competent advice and counsel as was necessary for it to form a full and complete
understanding of all rights and obligations herein. The language of this LDA has been agreed to
by the Parties to express their mutual intent and no rule of strict construction shall be applied
against any Party hereto.
14.21 Estoppel Certificates. At any time and from time to time upon not less than thirty
(30) days’ prior notice, either Party shall execute, acknowledge and deliver to the other requesting
Party, a written statement certifying the accuracy of, or any reason for the in accuracy of, the
following statements: (i) this LDA is in full force and effect; (ii) this LDA has not been modified
or amended (or if it has, identifying the modifications and amendments); ( iii) to such Party ’s
knowledge, the Party requesting the certificate is not then in default under this LDA; (iv) to such
Party’s knowledge, the Party requesting the certificate has fully performed all of its respective
obligations hereunder (or, if it has not, identifying such failures to perform); and ( v) such other
factual statements related to this LDA as such requesting Party may reasonably request.
14.22 No Favorable Interpretation . All Parties to this LDA and their counsel have
reviewed and revised or requested revisions to this LDA, and the usual rule of construction that
any ambiguities are to be resolved against the drafting Party will not apply to the construction or
interpretation of this LDA or any amendments hereof.
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14.23 Member of Congress. Pursuant to 41 U.S.C. § 22, no member of Congress shall be
admitted to any share or part of any contract or agreement made, entered into, or adopted by or on
behalf of the United States, or to any benefit to arise thereupon.
14.24 Lobbying with Appropriated Money . The Parties will not undertake activities,
including lobbying for the Parties or the NPS projects or programs, that seek to either: (i) alter the
appropriation of funds included in the President’s budget request to Congress for the Department
of the Interior or another federal agency that holds funds for the sole benefit of the NPS under
Congressionally authorized programs, including the Federal Lands Highway Program; or (ii) alter
the allocation of such appropriated funds by the NPS or another Federal agency. Nothing in this
paragraph is intended to preclude a Party from applying for and obtaining a competitive or non -
competitive grant of Federal financial assistance from a Federal agency, or from undertaking
otherwise lawful activities with respect to any Party or the NPS activity, project or program
included in the Presid ent’s budget request to Congress. Nothing in this paragraph should be
construed as the NPS requesting, authorizing, or supporting advocacy by nonfederal entities before
Congress or any other government official. Except as provided herein and in applicable laws,
nothing in this paragraph shall be construed to curtail the Parties ability to interact with elected
officials.
14.25 Disclaimers of Government Endorsement . The Parties will not publicize or
circulate materials (such as advertisements, solicitations, brochures, press releases, speeches,
pictures, movies, articles, manuscripts, or other publications), suggesting, expressly or implicitly,
that the that the United States of America, the Department, the NPS, or any government employee
endorses any business, brands, goods or services.
14.26 Public Release of Information . Each of t he Parties must obtain prior written
approval through the NPS Key Official (or his or her designate) and each of the other Parties for
any public information releases (including advertisements, solicitations , brochures, and press
releases) that refer to the Department of the Interior, any bureau, park unit, or employee (by name
or title), or to this LDA. The specific text, layout, photographs, etc., of the proposed release must
be submitted with the request for approval. The NPS will make a good-faith effort to expeditiously
respond to such requests.
[Signatures on following pages]

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IN WITNESS WHEREOF , authorized representatives of the NPS, the District and the
University have executed this LDA under seal as of the date and year first above written.

[Signature blocks to be inserted]

Council version
EXHIBIT A
Legal Descriptions
(To be added)
Council version
EXHIBIT B
CBE Agreement
(Final form to be attached)
Council version
EXHIBIT C
Concept Plans
(To be attached)
Council version
EXHIBIT D
CONSTRUCTION AND USE COVENANT
(To be attached)
Key terms to be included:
• Permitted uses prior to construction, if any
• Perpetual and runs with the land28F
16
• The following use covenant:
o “Use shall be limited to the construction and use of a scholastic boathouse designed
solely for non -motorized boathouse athletic use, including camps and summer
programs. Private social gatherings (such as weddings and parties) shall not be
permitted. Uni versity-related uses will be limited to athletic uses as well as
infrequent board meetings, donor appreciation events, and civic events (e.g., ANC
and civic board meetings but not receptions or fundraisers) (each, a “ Permitted
Event”). The boathouse would have a footprint of up to 10,600 square feet, be no
more than 3 stories tall, and have a dock that is 180’ x 20’. The site will
accommodate public access to the waterfront for non-motorized boats through (a)
a 50-foot long public access dock intended for small nonmotorized watercraft (e.g.
kayaks and paddler floats), as such dock may be modified subject to approval by
DMPED or its designee, and (b) access to the boathouse’s main dock during
daylight hours, subject to reasonable restrictions during periods of active use by the
university.”
• Unless extended by the District or an event of Force Majeure, f ailure to commence
construction of the Boathouse Project within ten (10) years of Closing shall be a non-
curable violation of the Construction and Use Covenant. Commencement of construction
shall include initiating construction activities pursuant to a vertical construction permit
(i.e., a foundation or building permit).
• Following completion, University will inform the District if there are more than 12
Permitted Events in a year. In no event shall there be more than 24 Permitted Events in a
single calendar year unless approved by the District.
• Violations of the use covenant shall be a default. Failure to timely cure a default shall
subject the Property to reversion to the District.

16 NTD: This bullet is meant to apply to the fee conveyance (Parcel 1A), not the ground lease. The Ground Lease
will incorporate this concept as well.
Council version
EXHIBIT E
COUNCIL TERM SHEET
(To be attached)29
Council version
EXHIBIT F
DEED
(To be attached)
Council version
EXHIBIT G
FIRST SOURCE AGREEMENT
(To be attached)
Council version
EXHIBIT H
GROUND LEASE
(To be attached)
Key terms to be included:
• Term of 99 years
• The University will have all rights and obligations of a fee owner during the term32F
17
• Subject to the same use restriction and the Construction and Use Covenant (including
timing for construction and reversion for default)

17 NTD: The ground lease will be more specific, but this provision is intended to let everyone know that DMPED
will not have any obligations or liabilities pertaining to the land during the term of the lease.
Council version
EXHIBIT I
MEMORANDUM OF GROUND LEASE
(To be attached)
Council version
EXHIBIT J
SCHEDULE OF PERFORMANCE4
No. Milestone Party Responsible Date for Achievement
1 Obtain final written order, with expiration of all
applicable appeals periods , from the District of
Columbia Zoning Commission for campus plan
amendment, further processing, and related
special exception and variance relief to construct
the Boathouse (“Zoning Approval”)
University No later than April 30, 2027
2 Obtain District approval of Development Plans University No later than April 30, 2028
3 Obtain District approval of Construction
Drawings
University No later than April 30, 2029
4 Building Permits Obtained University No later than November 30,
2030
5 Relocation of Concessionaire NPS No later than November 30,
2030
6 6BClosing All Parties No later than December 31,
2030
7

7BCommencement of Construction University Within 60 days of Closing
8 8BSubstantial Completion University Within 2.5 years of Closing
9 9BFinal Completion University Within 4 years of Closing

Council version
EXHIBIT K
TOJ DECLARATION
(To be attached)
Council version
EXHIBIT L
[omitted]

2

4879-5172-1762, v. 42
EXHIBIT M
UST DISCLOSURE FORM
(To be attached)
Council version
EXHIBIT N
BOATHOUSE PARCEL EASEMENT
[Easement from the University to the District that affects the Boathouse Parcel]
(To be attached)
Council version
EXHIBIT O
[omitted]
Council version
EXHIBIT P
BOATHOUSE LICENSE
[License under the Key Bridge]
(To be attached)
Council version
EXHIBIT Q
PROJECT BUDGET
(To be provided)18

18 NTD: GU to provide current budget; can be updated per LDA terms.
Council version
EXHIBIT R
[omitted]
Council version
EXHIBIT S
[omitted]
Council version
EXHIBIT T
SURVEY
(To be attached)

GOVERNMENT OF THE DISTRICT OF COLUMBIA
Department of Employment Services
wk
Leen
a
MuRIELBowsER DR.UNIQUEMorRIS-HUGHES
MAYoR DIRECTOR
June9,2026
KellyBlevinsAssistantVicePresident,RealEstateGeorgetownUniversity37 andO Streets,NWWashington,DC20057
Re:FirstSourceEmploymentAgreement
DearMs.Blevins,
EnclosedisyourcopyofthesignedFirstSourceEmploymentAgreementbetweentheD.C.Department
ofEmploymentServices(DOES)andGeorgetownUniversityDeveloper5,GeneralContractorC)or
Subcontractor().UnderthetermsoftheAgreement,youarerequiredtouseDOESasthefirstsourcetofillallnewjobscreatedasaresultofProject:GeorgetownUniversityBoathouse
‘YoumustregisterandpostyourjobvacanciestotheDepartmentofEmploymentServices’VirtualOne-Stop(VOS)atwwwdenetworks.org.
Inaddition,atleast51%ofthenewlycreatedjobsmustbefilledbyD.C.residents.Further,DistrictresidentsregisteredinprogramsapprovedbytheDistrictofColumbiaApprenticeshipCouncilshallwork35%ofallapprenticeshiphoursworkedinconnectionwiththeProject.
Important:AllGeneralContractorsensurethatallsubcontractorsthataresubjecttotheFirstSourceEmploymentAgreementrequirementsadheretotheFirstSourcemonthlyreporting.CLICKHERETOREGISTERintheFirstSourceOnlineRegistrationandReportingSystem(FORRS),andreportbythe10"of eachmonththroughoutthedurationofthecontract.
Ifyouhaveanyquestionsorneedadditionalinformation,pleasecontactJosephTaylor,(202)671-1048,joseph.taylor@de.gov
DanielKingAssociate Director
OfficeofFirstSourceComplianceEnclosure
4058MinnesotaAve,N.E.+Suite5000*Washington,D.C.20019»Office:202.671.1900
DocusignEnvelopeID:DEEEE9C8.9880-S0F1-81A7-£69972BAD820
kk * x kka aGOVERNMENTOFTHEDISTRICTOFCOLUMBIA— FIRSTSOURCEEMPLOYMENTAGREEMENTFOR —CONSTRUCTION PROJECTSONLY
GOVERNMENT-ASSISTEDPROJECT/CONTRACTINFORMATIONCONTRACT/SOLICITATIONNUMBER:"4DISTRICTCONTRACTINGAGENCY:DMPED. _CONTRACTING OFFICER: oesncter‘TELEPHONENUMBER:202-285-2148
TOTALCONTRACTAMOUNT:$37.000.000
THISSECTIONTO BECOMPLETED BY THE BENEFICIARYONLY:‘TOTALGOVERNMENTASSISTEDFUNDEDAMOUNT:A DATE____(QCONTRACTCGRANT QLOAN OTAX ABATEMENTOREXEMPTION@ LANDTRANSFER
LAND DISPOSITIONAND DEVELOPMENTAGREEMENTOiTAXINCREMENTFINANCINGDANY ADDITIONALLEGISLATION,IFYES,

D.C.CODE#GENERAL_ CONTRACTORWILLMEETTHE HIRINGORHOURSWORKEDPERCENTAGESREQUIREMENTSFOR ENTIREPROJECT[¥]OR PEREACH SUBCONTRACTOR |

PROJECTNAME:GoogoomnunivertyBante
PROJECTADDRESS:#00Sre«tnvCITY:WasnovcTon __STATE:© ZIPCODE:2007PROJECTSTARTDATE:1312000 PROJECTEND DATE:2012004EMPLOYERSTARTDATE:131200 EMPLOYEREND DATE:1201700

EMPLOYERINFORMATIONEMPLOYERNAME:SeomriomUnbentyEMPLOYERADDRESS:97090SeuCITY:Wosringon ___STATE:5 ZIPCODE:#05‘TELEPHONENUMBER:247-100 FEDERALIDENTIFICATIONNO.5-190CONTACT PERSON:JaneTITLE:DirectorofCapitalProiectsE-MAIL:B3#29@pepeats TELEPHONE NUMBER: #785307CERTIFIEDBUSINESSENTERPRISESCERTIFICATIONNUMBER:“AD.C.APPRENTICESHIPCOUNCILREGISTRATIONNUMBER:"A __AREYOUASUBCONTRACTOR[_]yes[y]NOIFYES,NAMEOFPRIMECONTRACTOR:

ThisFirstSourceEmploymentAgreement(Agreement),inaccordancewithWorkforceIntermediaryEstablishmentandReformoftheFirstSourceAmendmentActof2011(D.C.OfficialCode§§2-219.01=2,219.05),andrelevantprovisionsoftheApprenticeshipRequirementsAmendmentActof2004(D.C.OfficialCode§2-219.03and§32-1431)isarequiredagreementbetweentheDistrictofColumbiaDepartmentofEmploymentServices(DOES)andEMPLOYER.
EMPLOYER,whichincludestheBeneficiaryandallcontractorsandsubcontractors,isworkingonacontractorprojectthathasreceived:

D.C.Governmentassistancevaluedbetween$300,000and$5milliondollars,requiredtomakea
goodfaithefforttoensurethat51% ofallnewhiresareDistrictresidents.(D.C.OfficialCode§ 2-
219(e\(1)(A))
1 D.C.Governmentassistancevaluedat$5millionormore,requiredtohavethefollowingpercentage
ofhoursworkedineachclassificationbyDCresidents;20%ofjourneyworkerhours;60%ofapprenticehours; 51% of skilledlaborerhours; 70% of common laborerhours forall jobs createdby the Project.
(D.C.OfficialCode§2-219.03(1A)(A))
Page1of11 FiatSourceEmploymentarentRevisedFebruary15,2018
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DOESisthefirstsourceforrecruitment,referral,andplacementofnewhiresoremployeesforalljobscreatedbytheGovernmentAssistedProjectorContract(Project).
ThePartiesagreetothetermsandconditionsoftheAgreementasfollows:
DEFINITIONS
‘ThefollowingdefinitionsshallgovernthetermsusedinthisAgreement.
A.
B.
‘Apprenticemeansaworkerwhoisemployedtolearnanapprenticeableoccupationunderthetermsandconditionsofapprovedapprenticeshipstandards.
Beneficiarymeans:1,ThesignatorytoacontractexecutedbytheMayorwhichinvolvesanyDistrictofColumbiagovernmentfunds,orfundswhich,inaccordancewithafederalgrantorotherwise,theDistrictgovernmentadministersandwhichdetailsthenumberanddescriptionofalljobscreatedbya government-assistedProjectforwhichthebeneficiaryisrequiredtousetheFirstSourceRegister;
2. A recipientof a Districtgovernmenteconomicdevelopmentactionincluding
contracts,grants,loans,taxabatements,landtransfersforredevelopment,ortaxincrementfinancingthatresultsinafinancialbenefitof$300,000ormorefromanagency,commission,instrumentality,orotherentityoftheDistrictgovernment,includingafinancialorbankinginstitutionwhichservesastherepositoryfor$1millionormoreofDistrictofColumbiafunds.
ContractingAgencymeansanyDistrictofColumbiaagencythatawardedagovernmentassistedProjecttotaling$300,000ormore.
Directlaborcostsmeansallcosts,includingwagesandbenefits,associatedwiththehiringandemploymentofpersonnelassignedtoaprocessinwhichpayrollexpensesaretracedtotheunitsofoutputandareincludedinthecostofgoodssold.
EMPLOYER meansanyentityawardedagovernmentassistedProjecttotaling$300,000ormore,includingallindividualcontractorandsubcontractorentitiesatanytierwhoworkontheProject.
FirstSourceEmployerPortalisawebsiteconsistingofa connectedgroupofstaticanddynamicwebpageswiththeabilityforEmployerstoenterdatausingtheinternet.ThewebsiteisaccessiblebyaUniformResourceLocator(URL)andismaintainedbyDOES.‘ThewebsiteprovidesreportinginformationtoFirstSourceEMPLOYERS.
FirstSourceRegistermeanstheDOESAutomatedApplicantFiles,whichconsistsofthenamesofDCresidentsregisteredwithDOES.
Good faitheffortmeans an EMPLOYER has exhausted allreasonablemeans tocomply with
anyaffirmativeaction,hiring,orcontractualgoal(s)pursuanttotheFirstSourcelawand‘Agreement.
Government-assistedprojectorcontract(Project)meansanyconstructionornon-constructionProjectthatreceivesfundsorresources,valuedat$300,000ormore,fromtheDistrictofColumbia,orfundsorresourceswhich,inaccordancewithafederalgrantorotherwise,theDistrictofColumbiagovernmentadministers,includingcontracts,grants,loans,taxabatementsorexemptions,landtransfers,land dispositionanddevelopmentagreements,taxincrementfinancing,oranycombinationoftheaforementioned.
Page2of11 FtSoureEmplymenAgreementReveFebruary,2018

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i

HardtoemploymeansaDistrictofColumbiaresidentwhoisconfirmedbyDOESas:
1.Anex-offenderwhohasbeenreleasedfromprisonwithinthelast10years;2.AparticipantoftheTemporaryAssistanceforNeedyFamiliesprogram;3.AparticipantoftheSupplementalNutritionAssistanceProgram;4.LivingwithapermanentdisabilityverifiedbytheSocialSecurityAdministrationorDistrictvocationalrehabilitationprogram;5.Unemployedfor6monthsormoreinthelast12-monthperiod;6. Homeless;
7. A participantorgraduateofthe TransitionalEmploymentProgramestablishedby§
32-1331; or
8.AnindividualwhoqualifiedforinclusionintheWorkOpportunityTaxCreditProgramascertifiedbytheDepartmentofEmploymentServices.
Indirectlaborcostsmeansallcosts,includingwagesandbenefits,thatarepartofoperating.expensesandareassociatedwiththehiringandemploymentofpersonnelassignedtotasksotherthanproducingproducts,
Jobsmeansanyunionandnon-unionmanagerial,non-managerial,professional,nonprofessional,technicalornontechnicalpositionincluding:clericalandsalesoccupations,serviceoccupations,processingoccupations,machinetradeoccupations,benchwork
occupations,structuralwork occupations,agricultural,fishery,forestry,and related
‘occupations,andanyotheroccupationsastheDepartmentofEmploymentServicesmayidentifyintheDictionaryofOccupationalTitles,UnitedStatesDepartmentofLabor.

New Hire: Individual(s)newly hired by the EMPLOYER to perform work on a government
assistedProject.
EMPLOYERemployeewhohasbeenmovedfromoneProjecttoanother
Journeymanmeansaworkerwhohasattainedalevelofskill,abilitiesandcompetenciesrecognizedwithinanindustryashavingmasteredtheskillsandcompetenciesrequiredforthe‘occupation.
RevisedEmploymentPlanmeansadocumentpreparedandsubmittedbytheEMPLOYERthatincludesthefollowing:
1. A projectionofthetotalnumberofhourstobeworkedon theProjectbytrade;
2.Aprojectionofthetotalnumberofjourneyworkerhours,bytrade,tobeworkedontheProjectandthetotalnumberofjourneyworkerhours,bytrade,tobeworkedbyDC residents;
3. A projectionofthetotalnumberofapprenticehours,bytrade,tobeworkedonthe
Projectandthetotalnumberofapprenticehours,bytrade,tobeworkedbyDC
residents;
4.A projectionofthetotalnumberofskilledlaborerhours,bytrade,tobeworkedontheProjectandthetotalnumberofskilledlaborerhours,bytrade,tobeworkedbyDCresidents;
5.A projectionofthetotalnumberofcommonlaborerhourstobeworkedonthePage3of11 FtSourceEmplamentAgreementRevieFebray15,2018
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ProjectandthetotalnumberofcommonlaborerhourstobeworkedbyDC residents;
6.A timetableoutliningthetotalhoursworkedbytradeoverthelifeoftheProjectand‘anassociatedhiringschedule;
7.Descriptionsoftheskillrequirementsbyjobtitleorposition,includingindustry-recognizedcertificationsrequiredforthedifferentpositions;
8. A strategytofillthehoursrequiredtobeworkedbyDC residentspursuanttothisparagraph,includinga componenton communicatingtheserequirementstocontractorsandsubcontractorsandacomponentonpotentialcommunityoutreachpartnershipswiththeUniversityoftheDistrictofColumbia,theUniversityoftheDistrictofColumbiaCommunityCollege,theDepartmentofEmploymentServices,ilyFundedApprenticeshipPrograms,theDistrictofColumbiaWorkforceIntermediary,or othergovernment-approved,community-basedjobtraining
providers;

9. A remediationstrategytoameliorateanyproblemsassociatedwithmeetingthesehiringrequirements,includinganyproblemsencounteredwithcontractorsandsubcontractors;
10.Thedesignationofa seniorofficialfromtheEMPLOYER(S)orgeneralcontractorwhowillberesponsibleforimplementingthehiringandreportingrequirements;
11,DescriptionsofthehealthandretirementbenefitsthatwillbeprovidedtoDCresidentsworkingontheProject;
12,A strategytoensurethatDistrictresidentswhoworkontheProjectreceiveongoingemploymentandtrainingopportunitiesaftertheycompleteworkonthejobforwhichtheywereinitiallyhiredandareviewofpastpracticesincontinuingtoemployDC
residentsfromoneProjecttothenext;

13. A strategy to hire graduates of Districtof Columbia Public Schools, Districtof
Columbiapubliccharterschools,andcommunity-basedjobtrainingproviders,andhard-to-employresidents;and
14,A disclosureofpastcompliancewiththeWorkforceActandtheDavis-BaconAct,whereapplicable,andthebidderorofferor'sgeneralDC residenthiringpracticesonprojectsorcontractscompletedwithinthelast2years.
Q. TierSubcontractormeansanysubcontractorselectedbytheprimarycontractortoperform
portion(s)orallworkrelatedtothetradeoroccupationarea(s)onaProjectsubjecttothisFirstSourceAgreement.
R. WashingtonMetropolitanStatisticalAreameanstheDistrictofColumbia;VirginiaCitiesofAlexandria,Fairfax,FallsChurch,Fredericksburg,Manassas,andManassasPark;theniaCountiesofArlington,Clarke,Fairfax,Fauquier,Loudon,PrinceWilliam,Spotsylvania,Stafford,andWarren;theMarylandCountiesofCalvert,Charles,Frederick,
MontgomeryandPrinceGeorges;andtheWestVirginiaCountyofJefferson.

S.WorkforceIntermediaryPilotProgrammeanstheintermediarybetweenemployersandtrainingproviderstoprovideemployerswithqualifiedDC residentjobapplicants.SeeDCOfficialCode§2-219.04b.
Page4of11 FratSourceEmploymentAgreementRevisedFebriry15.2018
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nL GENERAL TERMS
. Subjecttothetermsandconditionssetforthherein,DOES willreceivetheAgreementfrom
theContractingAgencynolessthan7calendardaysinadvanceoftheProjectstartdate.NoworkassociatedwiththerelevantProjectcanbeginuntiltheAgreementhasbeenacceptedbyDOES.
. TheBeneficiaryand/orEMPLOYER shallrequireallProjectcontractorsandsubcontractors,
underaProjectreceivinggovernmentassistanceorbenefitsvaluedat$300,000ormore,to‘enterintoanAgreementwithDOES.
~.Agreementwilltakeaffectoncebeneficiary/EmployerawardedcontractandstartworkonthegovernmentassistedProjectandnoworkcanbeginpriortoexecutionoftheAgreementandwillbefullyeffectivethroughtheduration,anyextensionormodificationsoftheProjectanduntilsuchtimeasconstructioniscompleteandacertificateofoccupancyisissued.
.IfanEMPLOYERbeganworkpriortotheexecutionofa FirstSourceEmploymentAgreement,theEMPLOYERshallceaseworkontheProjectandsigna FirstSourceEmploymentAgreementtobeboundbytheapplicableFirstSourceEmploymentAgreementrequirements,retroactively,fromthestartofworkthroughoutthedurationofthecontract.
. DOESwillproviderecruitment,referral,andplacementservicestotheEMPLOYER,subjecttothelimitationsinthisAgreement.
" DOES andtheEMPLOYER agreethat,forpurposesofthisAgreement,newhiresandjobs
createdfortheProject(bothunionandnonunion)includeallofEMPLOYER'SjobopeningsandvacanciesintheWashingtonMetropolitanStatisticalAreacreatedfortheProjectasaresultofinternalpromotions,terminations,andexpansionsoftheEMPLOYER'Sworkforce,asaresultofthisProject.

|.‘ThisAgreementincludesapprenticesasdefinedinD.C.OfficialCode§§32-1401-1431.
DOES willmakeeveryefforttoworkwithinthetermsofallcollectivebargaining
‘agreementstowhichtheEMPLOYERisaparty.TheEMPLOYERwillprovideDOESwithwrittendocumentationthattheEMPLOYERhasprovidedtherepresentativeofanycollectivebargainingunitinvolvedwiththisProjecta copyofthisAgreementandhasrequested
commentsorobjections.Iftherepresentativehasanycommentsorobjections,theEMPLOYERwillpromptlyprovidethemtoDOES.
‘TheEMPLOYERwhocontractswiththeDistrictofColumbiagovernmenttoperformconstruction,renovationwork,orinformationtechnologyworkwitha singlecontract,orcumulativecontracts,ofatleast$500,000,withina 12-monthperiodwillberequiredtoregisteranapprenticeshipprogramwiththeDistrictofColumbiaApprenticeshipCouncilasrequiredbyDCCode32-1431.

If,duringthetermofthisAgreement,theEMPLOYERshouldtransferpossessionofalloraportionofitsbusinessconcernsaffectedbythisAgreementtoanyotherpartybylease,sale,assignment,merger,orotherwisethisFirstSourceAgreementshallremaininfullforceand
effectandtransfereeshallremainsubjecttoallprovisionsherein.Inaddition,theEMPLOYERasaconditionoftransfershall:

1,NotifythepartytakingpossessionoftheexistenceofthisEMPLOYER'SFirstSourceEmploymentAgreement,
2.NotifyDOESwithin7businessdaysofthetransfer.Thisnoticewillincludethe
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v.
nameofthepartytakingpossessionandthenameandtelephoneofthatparty'srepresentative.
I.TheEMPLOYER andDOES may mutuallyagreetomodifythisAgreement.Anymodificationshallbeinwriting,signedbytheEMPLOYERandDOESandattachedtotheoriginalAgreement.
J.TotheextentthatthisAgreementisinconflictwithanyfederallaborlawsorgovernmentalregulations,thefederallawsorregulationsshallprevail.
‘TRAINING
A. DOESandtheEMPLOYERmayagreetodevelopskillstrainingandon-the-jobtrainingProgramsasapprovedbyDOES;thetrainingspecificationsandcostforsuchtrainingwillbemutuallyagreeduponbytheEMPLOYERandDOESandwillbesetforthinaseparateTrainingAgreement.
RECRUITMENT
‘A.TheEMPLOYER shallcompletetheattachedRevisedEmploymentPlanthatwillincludethe
informationoutlinedinSectionLP.
B, TheEMPLOYERshallregisterandpostalljobvacancieswiththeJobBankServicesofDOESatwww.denetworks.orgaminimumof10days.Shouldyouneedassistancepostingjobvacancies,pleasecontactJobBankServicesat(202)698-6001.
C. TheEMPLOYERshallnotifyDOESofallnewjobscreatedfortheProjectwithinatleast7businessdays(Monday-Friday)oftheEMPLOYERS’identification/creationofthenewjobs.TheNoticeofNewJobCreationshallincludethenumberofemployeesneededbyjobtitle,qualificationsandspecificskillsrequiredtoperformthejob,hiringdate,rateofpay,
hoursofwork,durationofemployment,andadescriptionoftheworktobeperformed.Thismustbedonebeforeusinganyotherreferralsource.
D. JobopeningstobefilledbyinternalpromotionfromtheEMPLOYER'Scurrentworkforceshallbe reportedtoDOES forplacementandreferral,ifthejobisnewlycreated.EMPLOYERshallprovideDOESaNoticeofNewJobCreationthatdetailssuchpromotionsinaccordancewithSectionIV.C.
E, TheEMPLOYERwillsubmittoDOES,priortocommencingworkontheProject,alistofCurrentEmployeesthatincludesthename,socialsecuritynumber,andresidencystatusofallcurrentemployees,includingapprentices,trainees,andlaid-offworkerswhowillbeemployed‘ontheProject.AllEMPLOYERinformationreviewedorgathered,includingsocialsecuritynumbers,asaresultofDOES’monitoringandenforcementactivitieswillbeheldconfidentialinaccordancewithallDistrictandfederalconfidentialityandprivacylawsandusedonlyforthepurposesthatitwasreviewedorgathered.
REFERRAL
‘A.DOESwillscreenapplicantsthroughcarefullyplannedrecruitmentandtrainingeventsandprovidetheEMPLOYERwitha listofqualifiedapplicantsaccordingtothenumberofemployeesneededbyjobtitle,qualificationsandspecificskillsrequiredtoperformthejob,hiringdate,rateofpay,hoursofwork,durationofemployment,andadescriptionofthework
tobeperformedassuppliedbytheEMPLOYERinitsNoticeofNewJobCreationsetforthaboveinSectionIV.C.
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B.DOESwillnotifytheEMPLOYERofthenumberofapplicantsDOESwillrefer,priortotheanticipatedhiringdates.
PLACEMENT
A. EMPLOYER shallingoodfaith,usereasonableeffortstoselectitsnewhiresoremployees
fromamongthequalifiedapplicantsreferredbyDOES.Allhiringdecisionsaremadebythe
EMPLOYER.
B.IntheeventthatDOESisunabletoreferqualifiedapplicantsmeetingtheEMPLOYER’Sestablishedqualifications,within7 businessdays(Monday-Friday)fromthedateofnotificationfromtheEMPLOYER,theEMPLOYERwillbefreetodirectlyfillremainingpositionsforwhichnoqualifiedapplicantshavebeenreferred.However,theEMPLOYERshallstillberequiredtomeettheFirstSourcehiringrequirementsorhoursworkedpercentagesforalljobscreatedbytheProject.
C. AftertheEMPLOYER hasselecteditsemployees,DOES isnotresponsiblefortheemployees’
actionsandtheEMPLOYERherebyreleasesDOES,andtheGovernmentoftheDistrictofColumbia,theDistrictofColumbiaMunicipalCorporation,andtheofficersandemployeesoftheDistrictofColumbiafromanyliabilityforemployees'actions.
REPORTINGREQUIREMENTS
A. EMPLOYER witha singlecontractvaluedat$300,000ormoreona Projectthatreceived
government assistancetotalingbetween $300,000 and $5,000,000,a provisionthatat least51% of
thenewemployeeshiredtoworkontheProjectshallbeDistrictresidents.
B.EMPLOYERshallregisterintheFirstSourceOnlineRegistrationandReportingSystemforelectronicsubmissionofallmonthlyContractCompliancedata,weeklycertifiedpayrollsandanyotherdocumentsrequiredbyDOES forreportingandmonitoring.
C. EMPLOYERshallsubmittotheDepartmentofEmploymentServiceseachmonthfollowingthe
startoftheProjectahiringcompliancereportfortheProjectthatincludesthe:‘Numberofnew jobopeningscreated/available;
Number of new job openings listedwith DOES, or any other DistrictAgency;
NumberofDCresidentshiredfornewjobs;
NumberofemployeestransferredtotheProject;‘NumberofDC residentstransferredtotheProject;Directorindirectlaborcostassociatedwiththeproject;Eachemployee’sname,jobtitle,socialsecuritynumber,hiredate,residence,and referralsource;and
8.Workforcestatisticsthroughouttheentireprojecttenure.
maya ene
D.EMPLOYERwithasinglecontractvaluedat$300,000ormoreonaProjectthatreceivedgovernmentassistancetotaling$5millionormoreshallmeetthefollowinghoursworkedpercentagesforalljobscreatedbytheProject:1,Atleast20%ofjourneyworkerhoursbytradeshallbeperformedbyDCresidents;2.Atleast60%ofapprenticehoursbytradeshallbeperformedbyDCresidents;3.Atleast51%oftheskilledlaborerhoursbytradeshallbeperformedbyDCresidents;and4,Atleast70%ofcommonlaborerhoursshallbeperformedbyDCresidents.
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E.EMPLOYERSshallprovidethefollowingcumulativestatistics,thatwillbeusedtocreatethemonthlyreport,byuploadingcertifiedpayrollsorpayrolldataintotheLCPtrackerreportingsystem:
NumberofjourneyworkerhoursworkedbyDCresidentsbytrade;Numberofhoursworkedbyalljourneyworkersbytrade;‘NumberofapprenticehoursworkedbyDCresidentsbytrade;‘Numberofhoursworkedbyallapprenticesbytrade;Number of skilledlaborerworker hours worked by DC residentsby trade;
Numberofhoursworkedbyallskilledlaborersbytrade;‘Numberof commonlaborerhoursworkedbyDC residentsbytrade;and
‘Numberofhoursworkedbyallcommonlaborersbytrade.PIA
ween
F, EMPLOYERmay“doublecount”hoursforthe“hardtoemploy”upto15%oftotalhoursworkedbyDC Residents;however,acollectivebargainingagreementshallnotbeabasisforwaiverofthisrequirement.
G.ForconstructionProjectsthatarenotsubjecttoDavis-Baconlawinwhichcertifiedpayrollrecords do not exist,EMPLOYER shallsubmit monthly documents of workers employed on
theProjecttoDOES,includingDC residentsandallemploymentclassificationsofhoursworked.
H, EMPLOYER may alsoberequiredtoprovideverificationofhoursworkedorhiring
percentagesofDC residents,suchasinternalpayrollrecordsforconstructionProjectsthatarenotsubjecttoDavis-Bacon.
1 Monthly,EMPLOYERshallsubmitweeklycertifiedpayrollsfromallsubcontractorsatanytier‘workingontheProjecttotheContractingAgency.EMPLOYERisalsorequiredtomakepayrollrecordsavailabletoDOESasapartofcompliancemonitoring,uponrequestatjobsites.
Vill,FINALREPORTAND GOOD FAITHEFFORTS.
‘A.WiththesubmissionofthefinalrequestforpaymentfromtheContractingAgency,theBeneficiaryand/orEMPLOYERshall:

1.ReporttoDOES itscompliancewiththehiringorhoursworkedpercentagerequirementsforalljobscreatedbytheProject,andreportthehoursthatDCresidentsworkedforeachtradeclassificationsineachareaoftheProject;or
2. SubmittoDOESa requestforawaiverofthehiringorhoursworkedpercentagerequirementsforalljobscreatedbytheProjectthatwillincludethefollowingdocumentation:a, DocumentationsupportingEMPLOYERSgoodfaithefforttocomply;b.ReferralsprovidedbyDOESandotherreferralsources;and. AdvertisementofjobopeningslistedwithDOESandotherreferralsources.
B.DOESmaywaiveorpartiallywaivethehiringorhoursworkedpercentagerequirementsforjobscreatedbytheProject,and/ortherequiredhoursofDC residentsforeachtradeclassifications,ifDOES findsthatthe Beneficiaryor EMPLOYER, includingitscontractors
or subcontractors:

1.DOES certifiedthatBeneficiaryorEmployerdemonstrateda goodfaithefforttocomply,assetforthinSectionVIILLC.;or
Page8of11 FiatSourceEmploymentAgreementReedFebruary18,2018,
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2, TslocatedoutsidetheWashingtonMetropolitanStatisticalArea,andnoneofthecontractworkisperformedinsidetheWashingtonMetropolitanStatisticalArea;

‘Thebeneficiarypublishedeachjobopeningorpart-timeworkneededfor7calendardaysinaDistrictnewspaperofcity-widecirculation;and
‘TheDOEScertifiedthatthereareinsufficienteligibleapplicantsfromtheFirstSourceRegisterthatpossesstheskillsrequiredbythepositions,ortheeligibleapplicantsarenotavailableforpart-timeworkordonothaveameanstotraveltotheonsitejobs;or
Beneficiary/Employerenteredintoa specialworkforcedevelopmenttrainingorplacementarrangementwithDOESorwiththeDistrictofColumbiaWorkforceIntermediary.
C.DOESshallconsiderdocumentationofthefollowingwhenmakingadeterminationofa‘good-faithefforttocomply:
1,DOEShascertifiedthatthereareinsufficientnumberofDistrictresidentsinthelabormarketpossessingtheskillsrequiredbytheEMPLOYERforthepositionscreatedasaresultoftheProject.
2. WhethertheEMPLOYER postedthejobsontheDOESjobwebsiteforaminimumof10calendardays;
3. Whether the EMPLOYER advertisedeach job opening in a Districtnewspaper with
city-widecirculationforaminimumof7calendardays;
4,WhethertheEMPLOYERadvertisedeachjobopeninginspecialinterestpublicationsandonspecialinterestmediaforaminimumof7calendardays;

5. WhethertheEMPLOYERhostedinformational/recruitingorhiringfairs;
6. WhethertheEMPLOYERcontactedchurches,unions,and/oradditionalWorkforceDevelopmentOrganizations;
7. WhethertheEMPLOYER interviewedemployablecandidates;
8.WhethertheEMPLOYERcreatedorparticipatedina workforcedevelopmentrogramapprovedbyDOES;
9. WhethertheEMPLOYER createdorparticipatedina workforcedevelopment
programapprovedbytheDistrictofColumbiaWorkforceIntermediary;
10.WhethertheEMPLOYERsubstantiallycompliedwiththerelevantmonthlyreportingFequirementssetforthinthissection;
11. Whether the EMPLOYER has submitted and substantiallycomplied with itsmost
recentemploymentplanthathasbeenapprovedbyDOES;and
12.Anyadditionaldocumentedefforts.
Page9of11 FutSourceEmploymenAgreementRevisedFebruary15,2018
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Ix,
x.
A
A. WillfulBreachoftheAgreementby theEMPLOYER,
MONITORING
DOESistheDistrictagencyauthorizedtomonitorandenforcetherequirementsoftheWorkforceIntermediaryEstablishmentandReformoftheFirstSourceAmendmentActof2011(D.C.OfficialCode§§2219.01- 2,219.05),andrelevantprovisionsoftheApprenticeshipRequirementsAmendmentActof2004(D.C.OfficialCode§2-219.03and§ 32-1431).Asa partofmonitoringandenforcement,DOESmayrequireandEMPLOYERshallgrantaccesstoProjectsites,employees,anddocuments.
EMPLOYER’SnoncompliancewiththeprovisionsofthisAgreementmayresultintheimpositionofpenalties.
AllEMPLOYERinformationreviewedorgathered,includingsocialsecuritynumbers,asaresultofDOES’monitoringandenforcementactivitieswillbeheldconfidentialinaccordancewithallDistrictandfederalconfidentialityandprivacylawsandusedonlyforthepurposesthatitwasreviewedorgathered.
DOESshallmonitorallProjectsasauthorizedbylaw.DOESwill:
1.ReviewallcontractcontrolstodetermineiftheBeneficiaryorEMPLOYER,includinganyContractorsor Subcontractors,aresubjectto theWorkforce
IntermediaryEstablishmentandReformoftheFirstSourceAmendmentActof2011.
2.NotifystakeholdersandcompanyofficialsandestablishmeetingstoprovidetechnicalassistanceinvolvingtheFirstSourceProcess.
3.MakeregularconstructionsitevisitstodetermineifthePrimeorSubcontractors’workforceisinconcurrencewiththesubmittedAgreementandMonthlyComplianceReports.
4. Inspectandcopycertifiedpayroll,personnelrecordsandanyotherrecordsorinformationnecessarytoensuretherequiredworkforceutilizationisincompliancewiththeFirstSourceLaw.
5.ConductdeskreviewsofMonthlyComplianceReports.
6. EducateEMPLOYERSaboutadditionalservicesofferedbyDOES,suchasOn-the-JobtrainingprogramsandtaxincentivesforEMPLOYERS whohirefromcertain
categories.
7.Monitorandcompletestatisticalreportsthatidentifytheoverallproject,contractor,andsubcontractors’hiringorhoursworkedpercentages.
8.Provideformalnotificationofnon-compliancewiththerequiredhiringorhoursworkedpercentages,oranyallegedbreachoftheFirstSourceLawtoallcontractingandstakeholders.(Pleasenote:EMPLOYERSaregranted30daystoinyallegeddeficienciesstatedinthenotification.)

PENALTIES
luretosubmitthecontract‘compliancereports,deliberatesubmissionoffalsifieddatamayresultinDOES imposingafineof5%ofthetotalamountofthedirectandindirectlaborcostsoftheProject,inadditiontootherpenaltiesprovidedbylaw.FailuretomeettherequiredhiringrequirementsorfailuretoreceivegoodfaithwaivermayresultintheDepartmentofEmploymentServices
Page10of11 FiatSouceEmploymentAgreement,ReedFebriry15,2018

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imposingapenaltyequalto1/8of1%ofthetotalamountofthedirectandindirectlaborcostsoftheProjectforeachpercentagebywhichthebeneficiaryfailstomeetthehiringrequirements
B.EMPLOYERSwhohavebeenfoundinviolation2timesormoreovera10yearperiodmaybedebarredand/ordeemedineligibleforconsiderationforProjectsforaperiodof5years.
C.Within90daysofa Determinationofa Penalty,theBeneficiaryorEmployermayappealtheviolationsorfinesbyfilingacomplaintwiththeContractAppealsBoardinaccordancewithD.C.Code§2-360.03and§2-360.04,
TherebycertifythatIhavetheauthoritytobindtheEMPLOYERtothisAgreementfromthestartofworkontheProject,throughoutthedurationoftheProject,andagreetoalltermsandconditionsherein.

By:
Jami J.Rodgers 6/8/2026
EMPLOYERSeniorOfficial(Print) Date‘Sina:
ee iorOfficial(Signature)
Georgetown University
NameofCompany
3700 O StreetNW
Washington, DC 20057
Address
202-687-2326
Telephone
jr2281@georgetown.edu
Email
Lb/092.026fgnatureps2 ‘ofEmploymentServices Date
Page11of11 istSourceEmploymentAgreement,RevisedFebruary15,2018
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ee * kk— —— GOVERNMENTOFTHEDISTRICTOFCOLUMBIA =
REVISED EMPLOYMENT PLAN
REVISED FIRST SOURCE EMPLOYMENT PLAN
GOVERNMENT-ASSISTEDPROJECT/CONTRACTINFORMATIONDISTRICTCONTRACTINGAGENCY:CONTRACTING OFFICER: oss
‘TELEPHONENUMBER:2022852148‘TOTALCONTRACTAMOUNT: $37,000; iEMPLOYERCONTRACTAMOUNT: $37,000,000
PROJECT NAME:GeorgetownUniversityBoathousePROJECTADDRESS:3500KSt.NW
CITY: esting06 STATE:_ZIP CODE: ="
PROJECTDESCRIPTIONOFWORK:Newconstructionofanon-motorizedboathouse

PROJECTSTARTDATE:1/31/2030 PROJECTEND DATE:1201720EMPLOYER START DATE: 1/31/2030 EMPLOYER END DATE: 1231/2036
EMPLOYERINFORMATION
EMPLOYERNAME:nineowCOMPANYNAME:GeorgetownUniversiEMPLOYERADDRESS:370055CITY:wasn STATE: ZIPCODE:==‘TELEPHONENUMBER:202-687-0100_FEDERALIDENTIFICATIONNO.:52-0106003CONTACTPERSON:JennaBoinoTITLE:rectorofCapitalProjectsE-MAIL:}03520@georgetownod ‘TELEPHONENUMBER:202-893-3487EMPLOYERDESCRIPTIONOFWORK:1+: oteronnetrindtovte,ropvinnUnhenteprojectdveloperownerandwilengageaganeralcontractorandsubsoniraciorstocompletetheconstuction,PRIMECONTRACTORWILLMEETTHE51%HIRINGOFDISTRICTRESIDENTREQUIREMENTSFORENTIREPROJECT[gg]ORPEREACHSUBCONTRACTOR[-]
A. EMPLOYMENT HIRING PROJECTIONS.
ALLEMPLOYERS:
PleaseindicateALLnewposition(s)youwillcreateasaresultoftheproject.IfyouWILLNOTbecreatinganynewemploymentopportunities,pleasecompletetheattachedjustificationsheetwithanexplanation.Attachadditionalsheetsasneeded.
'#OFJOBS UNIONMEMBERSHIPREQUIRED| PROJECTEDE/TP/T NAMELOCAL# HIREDATE,

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B. JUSTIFICATION SHEET: Pleaseprovidea detailedexplanationofwhy the Employer willnot
haveanynewhiresontheproject.
Astheprojectdeveloper/owner,GeorgetownUniversity(GU)willnotbedoinganydirecthiringonthisproject.However,wewillcausetheproject'sGeneralContractoranditssubcontractorstocomplywiththeFirstSourceEmploymentAgreementrequirements,andmonitortheircompliance.We havenotyetengagedaGeneralcontractor,astheprojectremainsinthedesignandentitlementsphase.GU willcontractwithaGeneralContractorwhoisknowledgeableaboutandexperiencedwithFirstSourcerequirements.GU willrequiretheGeneralContractortoincludeinallsubcontractagreementsacontractualobligationincorporatingtherelevantFirstSourcerequirements.GU willalsoensurethecompletionofemploymentplansbytheGeneralContractoranditssubcontractors.
(mR.oF
EmployerInitials

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REVISEDEMPLOYMENTPLAN
(C.EMPLOYMENT PROJECTIONS.
A projectionofthetotalnumberofhourstobeworkedbyfull-timeandpart-timehourly‘wageemployeesonanannualbasisbyjobcategoryandthetotalnumberofhourstobeworkedbyfull-timeandpart-timehourlywageemployeeswhoareDistrictresidents;N/AforGU
‘Aprojectionofthetotalnumberoffull-timeandparttimesalariedemployeeonanannualbasisbyjobcategoryandthetotalnumberoffull-timeandpart-timesalariedemployeesthatwillbeDistrictresidents;
N/A forGU
Atimetableoutliningthetotalhoursworkedbyfull-timeandpart-timehourlywageemployeesbyjobcategoryandthetotalnumberoffull-timeandpart-timesalariedemployeesbyjobcategoryoverthedurationofthelifeofthe51%hiringrequirementssetand_anassociatehiringschedulewhichwillpredictswhenspecificjobopeningswillbeavailable.
NIA forGU

Providedescriptionsoftheskillrequirementsbyjobtitleorposition,includingindustry-recognizedcertificationsrequiredforthedifferentpositions.
N/AforGU
Provide a strategyto fillthe 51% hiringof Districtresidentsrequirement,includinga
componentoncommunicatingtheserequirementstocontractorsandsubcontractorsanda‘componentonpotentialcommunityoutreachpartnershipswiththeUniversityoftheDistrictof Columbia,theUniversityofthe DistrictofColumbia Community College,the Department
ofEmploymentServices,JointlyFundedApprenticeshipPrograms,theDistrictofColumbiaWorkforceIntermediary,orothergovernment-approved,community-basedjobtrainingproviders.
Inadditionto includingcontractualobligationsmandating FirstSource compliance in
allcontractsand subcontracts,GU willrequirethe General Contractortoconvene a
mandatory FirstSource compliance orientationforallsubcontractorspriorto
mobilization.GU willcause the General Contractorto pursue activeoutreach
partnershipswithrelevantlocalorganizationsto recruitand builda pipelineof
qualifiedDC residentworkers,suchascontacting:(1)DC DOES attheprojectoutsetand at the commencement of each new constructionphase to request
referralsofqualifiedDC residentsby tradeclassification;(2)UDC's workforce
development and trades programs to identifystudents and graduates forapprentice,
skilledlaborer,and entry-levelpositions;and (3)DC-based workforce development
organizationsto identifycandidates forlaborerand entry-levelskilledpositions.
AR
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C. EMPLOYMENT PROJECTIONS(Continued)
vi
vil.
vin.
This strategyshouldincludea remediationstrategyto ameliorateany problems associated
with meeting these51% Hiringof DistrictResidentrequirements,includingany problems
encounteredwithcontractorsand subcontractors.
TheGeneralContractor'sdesignatedFirstSourceComplianceSeniorOfficialwillconductregularreviewsforallsubcontractorsandprovidewrittennoticetoanysubcontractorfallingbelowrequiredthresholds.ThesubcontractorwillthenberequiredtosubmitacorrectiveactionplanidentifyingspecificstepstoincreaseDCresidentparticipation.Ifasubcontractordemonstratespersistentanduncorrected

Thedesignationofa seniorofficialfromtheEmployerwhowillberesponsibleforimplementingthehiringandreportingrequirements.
JennaBolino,DirectorofCapitalProjects,willserveasseniorofficialforGU.ShewillensurethatFirstSourceobligationsareincorporatedintotheconstructionagreementsandcoordinatewithDOESonanycomplianceissuesrequiringowner
ProvidedescriptionsofthehealthandretirementbenefitsthatwillbeprovidedtoDistrictresidentsworkingontheprojectorcontract.
Asthedeveloper,GeorgetownUniversitywillnotdirectlyemployconstructionworkersonthisProject.ThehealthandretirementbenefitsprovidedtoDistrictresidentsworkingonthisprojectwillbedeterminedbytheemploymentpracticesandapplicablecollectivebargainingagreementsoftheGeneralContractorandeachsubcontractor.
Providea strategytoensurethatDistrictresidentswhoworkontheprojectorcontractreceiveongoingemploymentandtrainingopportunitiesaftertheycompleteworkonthejobforwhichtheywereinitiallyhiredandareviewofpastpracticesincontinuingtoemployDistrictresidentsfromoneprojectorcontracttothenext.
GeorgetownUniversityiscommittedtoensuringthatDC residentshiredonthisprojecthavepathwaystocontinuedemploymentandtrainingbeyonditscompletion.A detailedstrategywillbedevelopedalongwiththeGeneralContractoroncetheGeneralContractorisonboard.
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C. EMPLOYMENT PROJECTIONS (continued)
X. ProvideastrategytohiregraduatesofDistrictofColumbiaPublicSchools,Districtof
x
xl.
ColumbiaPublicCharterSchools,community-basedjobtrainingproviders,andhard-to-employresidents.
GU willensure thatthe the General Contractorand subcontractorsimplement
targetedstrategiessuch as: (1)contactingDC publichigh schools and charter
schoolswithconstructiontradesCareerandTechnicalEducation(CTE)programs
identifiedincoordinationwithDOES torecruitrecentgraduatesforapprenticeshipandentry-levellaborerpositions;and(2)engagingDOES-approved‘community-basedtrainingorganizationstoidentifycandidatesforlaborerandentry-levelskilledpositions.
PleasedisclosepastcompliancewiththeFirstSourceEmployment Agreement Act of1984 or
the Workforce IntermediaryEstablishmentand Reform of FirstSourceAmendment Act of
2011 and the Davis-BaconAct,where applicable,and thebidderor offeror'sgeneralDistrict-
residenthiringpracticeson projectsorcontractscompletedwithinthelasttwo (2)years.
GU holdsseveralnon-constructioncontractswiththeDistrictthataresubjecttotheFirstSourcerequirements.Noissuesofnon-compliancehavebeenraisedonthesecontractsoverthepasttwoyears.GU willensurethattheGeneralContractorselectedforthisProjectprovidesacompletedisclosureofitspastcompliancewithFirstSourcerequirementsincludingDC residenthiringpercentagesachievedonprojectscompletedwithinthelasttwoyears,anywaiversrequestedorgranted,andanycompliancedeficienciesandcorrectiveactionstaken.
PleasenotethatEMPLOYERSwithconstructionprojectsmustmakepayrollandpersonnelrecordsavailableuponrequestatjobsitestothecontractingDistrictofColumbiaagency.
Noted

(Ope
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Onceapproved,thisrevisedemploymentplanshallnotbeamendedexceptwiththeapprovalofDepartmentofEmploymentServices.
By:JamiJ.Rodgers 6/8/2026
(Fan niorOffici Date
iorOfficial(Signature)
Georgetown University
‘Nameof Company
3700 O StreetN.W.
Washington, D.C. 20057
AdkessSSS
202-687-2326
Telephone
Jr2281@georgetown.edu
Email

SignatureDepartmentofEmploymentServices Date
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CBEAGREEMENT- GEORGETOWNUNIVERSITYBOATHOUSE
CERTIFIEDBUSINESSENTERPRISE
UTILIZATIONAGREEMENT
THISCERTIFIEDBUSINESSENTERPRISE UTILIZATIONAGREEMENT
(“Agreement”)ismadebyandbetweentheDISTRICTOF COLUMBIA (the“District,”“DC,”or“D.C.”),amunicipalcorporationactingbyandthroughtheDISTRICTOF COLUMBIA
DEPARTMENT OF SMALL AND LOCAL BUSINESSDEVELOPMENT (“DSLBD”)and
GEORGETOWN UNIVERSITY,afederallycharterednon-stockcorporation,oritsdesignees,
successorsorassigns(the“Developer”).
RECITALS
‘A.PursuanttoaLandDispositionAgreementtobeenteredintobetweentheDeveloperandtheDistrict,actingbyandthroughtheOfficeoftheDeputyMayorforPlanningandEconomicDevelopment(“DMPED”),Developerintendstoprovideforthedevelopmentofreal
propertyknownforassessmentandtaxationpurposesasLots0805,0812,and0813inSquare1179(the“Property”)inWashington,DC intoascholasticboathousefacility(theProject”).
B.ThemethodofdispositionshallbeaprivatesaleforaportionoftheProperty,agroundleaseofgreaterthan15yearsforaportionoftheProperty,andalicenseforgreaterthan15yearsforaportionoftheProperty.
C.PursuanttotheLandDispositionAgreement,theDevelopercovenantsthatithasexecutedandwillcomplyinallrespectswiththisAgreement.
D.CapitalizedtermsnotdefinedhereinshallhavethemeaningassignedtothemintheLandDispositionAgreement.
NOW,THEREFORE,forandinconsiderationofthemutualcovenantsandagreementscontainedherein,thereceiptandadequacyofwhichisherebyacknowledgedbybothpartieshereto,DSLBDandtheDeveloperagree,asfollows:
ARTICLE I
UTILIZATIONOF CERTIFIEDBUSINESSENTERPRISES
Section1.1CBEUtilization.Developer,onitsbehalfand/oronbehalfofitssuccessorsandassigns(ifany),shallhireandcontractwithSmallBusinessEnterprises(“SBE”)certifiedpursuanttotheSmallandCertifiedBusinessEnterpriseDevelopmentandAssistanceActof2014,asamended,(D.C.Law20-108;D.C.OfficialCode§2-218.01etseq.)(the“Act”),inconnectionwiththepredevelopmentanddevelopmentphasesoftheProject,includingbutnotlimitedto,design,professionalandtechnicalservices,constructionmanagementandtradework,development,renovationandsuppliers.DevelopershallexpendfundscontractingandprocuringgoodsandservicesfromSBEsinanamountequivalenttonolessthanthirty-fivepercent(35%)oftheadjusteddevelopmentbudget(“AdjustedDevelopmentBudget”or“AdjustedBudget”)detailedinAttachment1(the“CBEMinimumExpenditure”).IfthereareinsufficientqualifiedSBEstofulfillthe35%requirement,therequirementmaybesatisfiedbysubcontracting35%toqualifiedCertifiedBusinessEnterprisescertifiedpursuanttotheAct.SBEandCertified

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BusinessEnterprisescollectivelyarereferredtohereinas“CBE.”TheAdjustedDevelopmentBudgetis$37,000,000.TheCBE MinimumExpenditureistherefore$12,278,598,

Section1.2TimePeriod.DevelopershallachieveitsCBEMinimumExpenditurenolaterthanthirty(30)daysaftertheissuanceofa finalCertificateofOccupancybytheDistrict(‘ExpenditurePeriod”).Ifwithinthree(3)yearsoftheexecutionofthisAgreementtheDeveloperhasnotachievedtheCBEMinimumExpenditureandhasnotobtainedafinalCertificateofOccupancy,theDevelopershallmeetwithDSLBDtoprovidea statusoftheProjectasrelatedtothisAgreement.

Section1.3AdjustmentstotheTotalDevelopmentBudgetorCBE MinimumExpenditure.IftheTotalDevelopmentBudgetortheCBEMinimumExpenditureincreasesordecreasesbyanamountgreaterthan5%,theDevelopershallsubmitthebudgettoDSLBDtoreviewanddetermineifthereisagreaterthan5%adjustmenttotheAdjustedDevelopmentBudgetortheCBEMinimumExpenditure("Adjustment").TheCBEMinimumExpenditureshallbeautomaticallyincreasedinthecaseofan increase,ordecreasedinthecaseofadecrease,byanidenticalpercentageoftheAdjustment.A modifiedAttachment1,approvedbyDSLBD,shallbecomeapartofthisAgreementandbeprovidedtotheDeveloperandODCA.
ARTICLE IL
CBE OUTREACH
Section2.1OutreachEfforts.DevelopershallutilizetheresourcesofDSLBD,includingDSLBD’swebsite(http://dslbd.de.gov).Inparticular,DevelopershallsubmitallcontractingopportunitiesforthisProjecttoDSLBDforpublication.DevelopermayidentifyindividualsorbusinessesthatcouldqualifyasCBEsandisencouragedtoreferanysuchfirmstoDSLBD’sCertificationunittoapplyforcertification.IntheeventthatDeveloperdevelopsawebsitefortheiteshall(i)advertiseupcomingbidpackages,(ii)presentinstructionsonhowtodirectlylinktoDSLBD’swebsite,

ARTICLE III
QUARTERLY REPORTING
Section3.1.QuarterlyReport.
(a)ThroughouttheExpenditurePeriod,regardlessofwhethertheCBEMinimumExpenditureisachievedbeforetheendoftheExpenditurePeriod,Developerwillsubmitquarterlycontractingandsubcontractingexpenditurereports(“QuarterlyReport”)fortheProject.
(b)TheQuarterlyReportshallbesubmittedtoDSLBDandODCA nolaterthanthirty(30)daysaftertheendofeachquarter.TheQuarterlyReportshallbesubmittedonaformprovidedbyDSLBD(aprototypeofthisformisincludedasAttachment4).However,DSLBDreservestherighttoamendthisform.
(0)IftheDeveloperfailstosubmitaQuarterlyReportbythedaterequiredinsub-section(b)ofthissection,theDevelopershallpayapenaltytoDSLBD.
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(j)ThepenaltytheDevelopershallpaytoDSLBDforeachQuarterlyReportthattheDeveloperfailstosubmitbythedaterequiredinsub-section(b)ofthissectionshallbe$5,000forthefirstoffense,$15,000forthesecondoffense,and$25,000foreachoffense
thereafter.

(d)Companiesthatmaybeeligibleforcertification,butarenotyetcertified,orwhose
certificationispendingbeforeDSLBD shallnotbeincludedintheQuarterlyReportunless
anduntilthecompanyiscertifiedbyDSLBD asaCBE.
(i)InordertoobtaincredittowardstheCBE MinimumExpenditurerequirement,a
contractor/subcontractorthatisutilizedbytheDevelopermusthaveanactiveCBE
certificationatthetimethegoodsorservicesareprovided(contract/subcontract
performed)andatthetimepaymentismadetothecontractor/subcontractor.
CREDIT WILLONLYBE GIVEN FOR THE PORTION OF THE CONTRACT/
‘SUBCONTRACTPERFORMED BY A CBE USINGTHEIROWN ORGANIZATION
AND RESOURCES.
(i)TheDeveloperwillnotreceivecredittowardstheCBEMinimumExpenditureiftheDeveloper’sutilizedcontractor/subcontractor:
(1)isnotcertifiedbyDSLBDasaCBEatthetimethegoodsorservicesareprovided(contract/subcontractperformed)andatthetimepaymentismadeto
thecontractor/subcontractor;
(2)hasapendingapplicationbeforeDSLBDseekingCBEcertification;
(3)hasanexpiredCBEcertification;
(4)hasa CBEcertificationapplicationthatDSLBDdenied;or
(5)hasaCBEcertificationthathasbeenrevokedbyDSLBD.
(ii)CBEcertificationmustbevalidtoreceivecredittowardstheCBEMinimumExpenditure.Ifnotrenewed,theCBEcertificationwillexpire.Todeterminewhetheracontractor/subcontractorhasavalidand/orcurrentCBEcertification,beforegoods/
servicesareprovidedandpaymentmade,DevelopermustchecktheDSLBDwebsite:https://dslbd.secure.force.com/public/.
(c)DevelopermustrequireeveryCBEthatitcontractsorsubcontractswithtomaintainitsCBEcertificationthroughthetermofandfinalpaymentofthecontract/subcontract.IfDeveloper
paysacontractor/subcontractorthatisnotcertifiedasaCBEforgoods/servicesprovidedwhenthecontractor/subcontractorwasnotaCBE,thosepaymentswillnotbeappliedtowardsthe
CBEMinimumExpenditurerequirementandtheexpendituresshallnotbeincludedontheQuarterlyReport.

(f)Concurrentlywiththesubmissionof theQuarterlyReport,Developershallalsosubmit
vendorverificationforms(each,a“VendorVerificationForm”)substantiallyintheformof
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Attachment5foreachexpenditurelistedintheQuarterlyReport.However,DSLBDreservestherighttoamendthisform.IfacompletedVendorVerificationFormisnotsubmittedforeachcontract/subcontractperformedbyaCBE,orportionthereof,theDeveloperwillnotreceivecredittowardstheCBE MinimumExpenditureforthatcontract/subcontract,

(g)ConcurrentlywiththesubmissionoftheQuarterlyReport,Developershallalsosubmita
copyofeachfullyexecutedcontract/subcontractwitheachCBEcontractor/subcontractoridentifiedintheQuarterlyReport.Ifafullyexecutedcontract/subcontractisnotsubmitted,theDeveloperwillnotreceivecredittowardstheCBE MinimumExpenditureforthatcontract/subcontract.

(h)OncetheCBEMinimumExpenditurehasbeenachieved,thesubsequentQuarterlyReport
shallcontainthecaption“CBEMINIMUMEXPENDITUREACHIEVED.”Additionally,thefinalQuarterlyReportshallcontainthecaption“FINALQUARTERLYREPORT”andbeaccompaniedbyacopyofthefinalCertificateofOccupancyissuedbytheDistrict.
Section3.2.MandatoryMeetingwithDSLBD.Withinten(10)businessdaysofexecutingthis,Agreement,theDevelopershallmeetwithDSLBDtodiscussthereportingrequirementsduring
theExpenditurePeriod.IntheeventthatDSLBDisunavailabletomeetwithin10businessdays,Developershallschedulethemeetingontheearliestmutuallyagreeableday.TheindividualsidentifiedbelowrespectivelyarethereportingpointofcontactsfortheDeveloperandDSLBD.
ATTN:JennaBolino,DirectorofCapitalProjects
GeorgetownUniversity
3700O StreetNW
Washington,DC 20057
(202)893-3487
jb3529@georgetown.edu
ATTN:Compliance& EnforcementDivisionManagerDepartmentofSmallandLocalBusinessDevelopment4414"StreetNW,Suite850N
Washington,DC20001(202)727-3900Compliance.Enforcement(@de.gov

ARTICLE IV
PROJECT MANAGERS AND GENERAL CONTRACTORS/CONSTRUCTION
MANAGERS
Section4.1AdherencetoCBEMinimumExpenditure.ForeachcomponentoftheProject,DevelopershallrequireinitscontractualagreementswiththeProjectManager(“PM”),orwiththegeneralcontractorand/orconstructionmanagerfortheProject(the“GeneralContractor”or
“GC"),asapplicable,thatthePM orGCcomplywiththerelevantobligationsandresponsibilitiesofDevelopercontainedinthisAgreementwithrespecttoachievingtheapplicableCBEMinimumExpenditure.IntheeventthattheDeveloperandPM orGC havealreadyenteredacontractualagreementpriortotheexecutionofthisAgreement,theDeveloper

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shallworkwiththePM orGC toassurethatthePM orGC willassisttheDeveloperinachievingtheapplicableCBEMinimumExpenditure.DeveloperfurtheragreestoinformthePM orGCandsubcontractorsoftheotherobligationsandrequirementsapplicabletotheDeveloperunder
thisAgreement.DevelopershallinformthePMorGC thatnon-compliancewiththisAgreement‘maynegativelyimpactfutureopportunitieswiththeDistrictfortheDeveloperandthePM orGCrespectively.Specifically,DeveloperwillrequireinitscontractualagreementwithitsPM or
GC,oriftheDeveloperandPM orGC havealreadyenteredacontractualagreementpriortotheexecutionofthisAgreement,workwithitsPMorGC,toachievethefollowingactionsincontractingefforts,inconnectionwiththeProject,undertakenaftertheeffectivedateofthisAgreement:
@
Gi)
Gi)
(iv)
w)
(wi)
(vii)
When solicitingbidsforproductsorservicesforthisProject,thePM orGC shall
allowareasonabletime(e.g.,nolessthan20businessdays)forallbiddersto
respondtotheinvitationsorrequestsforbids.
ThePM orGC willmakefulluseofDSLBD’swebsite,foundathutp://dslbd.de.gov,forsubcontractingopportunitiesandforcompliancemonitoring.
The PM or GC willprovidea CBE bidder,who isnotthe low bidder,an
opportunitytoprovideitsfinalbestofferbeforecontractaward,providedtheCBE bid priceisamong thetop 3 bidders.
‘ThePM or GC willnot requirethatCBEs providebonding on contractswith a
dollarvaluelessthan$100,000,providedthatinlieuofbondingthePMorGCmayacceptajobspecificcertificateofinsurance.
‘ThePM orGC willincludeinallcontractsandsubcontractswithCBEs,aprocessforalternativedisputeresolution,Thisprocessshallaffordanopportunityfor
CBEstosubmitdocumentationofworkperformedandinvoicesregardingrequestsforpayments.Includedinthesubcontract/contractshallbeamutuallyagreeduponprovisionformediation(tobeconductedbyDSLBD)orarbitration
inaccordancewiththerulesoftheAmericanArbitrationAssociation,
‘ThePM orGC andsubcontractorsshallstrictlyadheretotheircontractual
obligationstopayallCBEcontractorsandsubcontractorsinaccordancewiththecontractuallyagreeduponscheduleforpayments.IntheeventthatthereisadelayinpaymenttothePM orGC,thePM orGC istoimmediatelynotifytheCBE
contractor/subcontractorandadviseastothedateonwhichpaymentcanbeexpected.
‘ThePMorGC commitstopayallCBEswithinseven(7)daysfollowingthePM’sorGC’sreceiptof payment,whichincludesfundsforsuch
contractors/subcontractors,fromtheDeveloper.DeveloperalsoagreestoestablishaprocedureforgivingnoticetotheCBEcontractors/subcontractorsoftheDeveloper’spaymenttothePMorGC.
DDocusignEnvelopeID:C887367A-E£94.8008-82E1-205512FBEZ5E
(CBEAGREEMENT-GEORGETOWNUNIVERSITYBOATHOUSE
(viii)ThePM orGC commitstoverifyacontractor/subcontractor’sCBE certification
Section5.1Fai
statuspriortoenteringacontract/subcontractwith,acceptinggoodsorservicesfrom,and making payment toa CBE contractor/subcontractor,inaccordance
with ArticleIIIof thisAgreement.
ARTICLE V
SHORTFALL PAYMENT

retoMeetCBE MinimumExpenditure.AttheendoftheExpenditure

Periodasdefinedherein,DSLBD shallmeasurethedifferencebetweentheCBE Minimum
ExpenditureandDeveloper’sactualCBE expenditures.IfDeveloperfailstomeetitsCBE
MinimumExpenditureasprovidedinSection1.1herein(a“Shortfall”),theDevelopershall
makeapaymentequalto10%oftheCBE MinimumExpenditure($1,227,859.84),whichshall
bepaidtotheDistrictofColumbiainthetimeandinamannertobedeterminedbyDSLBD.
@
"SeeAttachment6fora listofaddi
IftheDeveloper'sShortfallislessthan10%oftheCBEMinimumExpenditure,
andDeveloperhastakenallactionsreasonablynecessary(asreasonablydeterminedbyDSLBDbasedonDeveloper'sreportsandotherverifiableevidence)toachievetheCBEMinimumExpenditure,theDevelopermaynotbe
requiredtomakethepayment.TheDevelopermaymeetitsburdentodemonstrateithastakenallactionsreasonablynecessarytoachieveitsCBEMinimumExpenditureby(1)fulfillingallCBEoutreachandrecruitmenteffortsidentified
inArticleIIofthisAgreement;(2)complyingwithArticleIVofthisAgreement;(3)providingevidenceoftheGeneralContractors’compliancewiththecommitmentssetforthinArticleIVofthisAgreement,and(4)bytakingthe
followingactions,amongotherthings':
a.Inconnectionwiththepreparationoffuturebidpackages,ifany,developalistofmediaoutletsthattargetCBEsandpotentialCBEshereafterreferredto
as“TargetAudience”basedonDCcertificationcriteria;
b.DuringtheinitialconstructionoftheProject,placeadvertisementsinmediaoutletsthataddresstheTargetAudienceonaregularbasis(i..,eachtimea
newbidpackageissentout)andadvertisetheprogrammaticactivitiesestablishedpursuanttotheAgreementonanasneededbasis;

¢.Mailand/oremailnewprocurementopportunityalertstotargetedCBEs
accordingtotradecategory;
d.Inconnectionwiththepreparationoffuturebidpackages,ifany,developalistofacademicinstitutions,businessandcommunityorganizationsthat
representtheTargetAudiencesothattheymayprovideupdatedinformationonavailableopportunitiestotheirconstituents;

ialsuggestedoutreachactivities.
DocusignEnvelopeID:C887967A-EES4-8098-82E1-208512FBEZSE
(CBEAGREEMENT~ GEORGETOWNUNIVERSITYBOATHOUSE

€.Makepresentationsandconduetpre-bidconferencesadvisingofcontractingopportunitiesfortheTargetAudienceeitherone-on-oneorthroughtargeted
businessorganizations;
f,Provideuptoten(10)sets,intheaggregate,offreeplansandspecificationsrelatedtotheparticularbidforbusinessorganizationsrepresentingTargetAudiencesuponrequest;and
g. Committopromotingopportunitiesforjointventuresbetweennon-CBEand
CBE firmstofurthergrowCBEsandincreasecontractparticipation.
Gi) IftheDeveloper'sShortfallislessthan10%oftheCBEMinimumExpenditure,butDeveloperhasnoftakenallactionsreasonablynecessary(asreasonablydeterminedbyDSLBDbasedonDeveloper’sreportsandotherverifiable
evidence)toachievetheCBEMinimumExpenditure,DevelopershallmakeapaymentthatisequaltotheShortfall,
IntheeventaCBE hiredaspartoftheProjectgoesoutofbusiness,losesitscertificationduring
theProject,orotherwisecannotperforminaccordancewithcustomaryandacceptablestandardsfortherelevantindustry,theDevelopermayidentifyandhireasubstituteCBEcapableofperforminginaccordancewithcustomaryandacceptablestandardsfortherelevantindustry.IftheDevelopercannotidentifyandhireasubstituteCBE,theDevelopermayrequestinwriting
thattheDirectoridentifyalistofsubstituteCBEscapableofperforminginaccordancewithcustomaryandacceptablestandardsfortherelevantindustry(“Request”).Onlyif,withinten(10)businessdaysafterreceivingtheRequest,theDirectorfailstosendwrittennoticetothe
DeveloperidentifyingalistofsubstituteCBEstoperformthework(andtheDeveloperdeterminesforanamountnogreaterthan5%abovetheremainingbalanceoftheoriginalCBEcontractedamount)maytheDevelopercontractwithanon-CBEtoperformthework,provided
thatthenon-CBEcontractedamountshallnotexceedthebalanceoftheoriginalCBEcontractedamountbygreaterthan5%(“ApprovedDeduction”),andtheApprovedDeductionshallbedeductedfromtheCBEMinimumExpenditure.

Section5.2OtherRemedies.FailuretopayanyrequiredpaymentsorpenaltiesinthetimeandmannerspecifiedbyDSLBDshallbeamaterialbreachofthisAgreement.Intheeventthatthe
DeveloperbreachesanyofitsobligationsunderthisAgreement,inadditiontotheremediesstatedherein,DSLBDdoesnotwaiveitsrighttoseckanyotherremedyagainsttheDeveloper,thegeneralcontractoroftheProjectandanymanageroftheProjectthatmightotherwisebe
availableatlaworinequity,includingspecificperformance.
Section5.3Waiver.AnypaymentsorpenaltiesrequiredunderthisSectionmayberescindedormodifiedbytheDirectoruponconsiderationofthetotalityofthecircumstancesaffectingsuchnoncompliance.
DocusignEnvelopeID:C887367A-EE94-8008-8261-205512FBE2SE
(CBEAGREEMENT~ GEORGETOWNUNIVERSITYBOATHOUSE
ARTICLE VI
MISCELLANEOUS
Section6.1PrimaryContact.TheDirector'sdesigneeshallbetheprimarypointofcontactforDeveloperforthepurposesofcollectingorprovidinginformation,orcarryingoutanyoftheactivitiesunderthisAgreement.
Section6.2Notices.Anynotice,paymentorinstrumentrequiredorpermittedbythis,Agreementtobegivenordeliveredtoeitherpartyshallbedeemedtohavebeenreceivedwhenpersonallydelivered,mailedoremailed(withemailconfirmation),addressedasfollows:
ToDSLBD:
and
With a copy to:
DepartmentofSmallandLocalBusinessDevelopment4414"StreetNW, Suite850North
Washington,DC 20001Attention:Director
Tel:(202)727-3900Fax:(202)724-3786
OffficeoftheDeputyMayorforPlanningandEconomicDevelopmentGovernmentoftheDistrictofColumbiaJohnA.WilsonBuilding1350PennsylvaniaAvenueNW,Suite317Washington,DC20004Attention:DeputyMayorforPlanningandEconomicDevelopment
Tel:(202)727-6365Fax:(202)727-6703
OfficeoftheAttorneyGeneralJohnA.WilsonBuilding1350PennsylvaniaAvenueNW,Suite407Washington,DC20004Attention:AttorneyGeneralTel:(202)724-3400
Fax:(202)347-8922

DocusignEnvelopeID:C887367A-EE94-8098-82E1-205512FBEZ5E
(CBEAGREEMENT~GEORGETOWNUNIVERSITYBOATHOUSE
ToDeveloper: PlanningandFacilitiesManagement
GeorgetownUniversity3700O StreetNWWashington,DC20057
Attention:VicePresident,PlanningandFaciTel:(202)687-1369Fax:(202)687-6527

Withacopyto: OffficeofGeneralCounselGeorgetownUniversity
3700O StreetNWWashington,DC 20057Attention:VicePresidentandGeneralCounsel
Tel: (202)687-6457Fax:(202)687-7527

Eachpartymaychangeitsaddressfordeliveryofnoticebydeliveringwrittennoticeofsuchchangeofaddresstotheotherparty.
Section6.3Severability.IfanypartofthisAgreementisheldtobeillegalorunenforceablebyacourtofcompetentjurisdiction,theremainderofthisAgreementshallbegiveneffecttothefullestextentpossible.
Section6.4SuccessorsandAssigns.ThisAgreementshallbebindinguponandinuretothe
benefitofanypermittedsuccessorsandassignsofthepartieshereto,ThisAgreementshallnotbeassignedbytheDeveloperwithoutthepriorwrittenconsentoftheDSLBD,whichconsentshallnotbeunreasonablywithheldordelayed.InconnectionwithanysuchconsentofDSLBD,
DSLBDmayconditionitsconsentupontheacceptabilityofthefinancialconditionoftheproposedassignee,upontheassignee’sexpressassumptionofallobligationsoftheDeveloperhereunderoruponanyotherreasonablefactorwhichDSLBDdeemsrelevantinthe
circumstances.Inanyevent,anysuchassignmentshallbeinwriting,shallclearlyidentifythescopeoftherightsandobligationsassignedandshallnotbeeffectiveuntilapprovedbytheDSLBD.DSLBDshallhavenorighttoassignthisAgreementexcepttoanotherDistrictagency.

Section6.5Amendment;Waiver.ThisAgreementmaybeamendedfromtimetotimebywrittensupplementheretoandexecutedbyDSLBDandDeveloper.Anyobligationshereunder
maynotbewaived,exceptbywritteninstrumentsignedbythepartytobeboundbysuchwaiver,Nofailureordelayofeitherpartyintheexerciseofanyrightgiventosuchpartyhereunderorthewaiverbyanypartyofanyconditionhereunderforitsbenefit(unlessthetimespecifiedhereinforexerciseofsuchright,orsatisfactionofsuchcondition,hasexpired)shallconstitutea
waiverofanyotherorfurtherrightnorshallanysingleorpartialexerciseofanyrightprecludeotherorfurtherexercisethereoforanyotherright.Thewaiverofanybreachhereundershallnotbedeemedtobeawaiverofanyotheroranysubsequentbreachhereof.
Section6.6GoverningLaw.ThisAgreementshallbegovernedbythelawsoftheDistrictof
Columbia.
DDocusignEnvelopeID:C8B7367A-EE94-8008-82E1-205512FBE25E
(CBEAGREEMENT- GEORGETOWNUNIVERSITYBOATHOUSE
Section6.7Counterparts.ThisAgreementmaybeexecutedincounterparts,eachofwhichshallbedeemedanoriginal.
Section6.8EntireAgreement.AllpreviousnegotiationsandunderstandingsbetweenthepartiesheretoortheirrespectiveagentsandemployeeswithrespecttothetransactionssetforthhereinaremergedintothisAgreement,andthisAgreementalonefullyandcompletelyexpressestheparties’rights,dutiesandobligationswithrespecttoitssubjectmatter.
Section6.9Captions,Gender,NumberandLanguageofInclusion.Thecaptionsareinserted
inthisAgreementonlyforconvenienceofreferenceanddonotdefine,limitordescribethescopeorintentofanyprovisionsofthisAgreement.Unlessthecontextclearlyrequiresotherwise,thesingularincludestheplural,andviceversa,andthemasculine,feminineand
neuteradjectivesincludeoneanother.AsusedinthisAgreement,theword“including”shallmean“includingbutnotlimitedto”.
Section6.10Attachments.Thefollowingexhibitsshallbedeemedincorporatedintothis
Agreementintheirentirety(THEREARE NO ATTACHMENTS 2AND 3FOR THIS.
PROJECT):
Attachment1: CBEMinimumExpenditureAttachment4: QuarterlyReportAttachment5. VendorVerificationForms
Attachment6. SuggestedOutreachActivities
DSLBD reservestherighttoamendthetemplatesforallAttachments.
Section6.11CollectedPenalty/Fines/Payments.Any andallfinesorpaymentsimposedand
collectedbyDSLBD pursuanttothisAgreementwillbedepositedintothefundestablishedby
D.C.OfficialCode§ 2-218.75.
Section6.12 Binding Effect.This Agreement shallbe bindingupon and inuretothe benefitof
thepartiesheretoandtheirrespectivesuccessors,assigns,heirsandpersonalrepresentatives.
Section6.13Recitals.TheRecitalssetforthonthefirstpageareincorporatedbyreferenceandmadeapartofthisAgreement.
[Signaturestofollow]
2nd June

Date Submitted: 5/21/2026
PROJECT OVERVIEW
Project Name:
Project Owner/Sponsor: Georgetown University
Developer & Managing Member: Georgetown University
Local Ownership Partners: N/A
Lead Architect:
Muse Kirwan
Architects
Water Side :
Civil Engineer: Dewberry
Landscape Architect: N/A
Structural Engineer Elhert Bryan
Traffice Planner: Wells & Associates
Zoning Counsel: Goulston and Storrs
Advisory Neighborhood Commission (ANC): ANC 2E and ANC 3D
Project Location:
SOURCES OF FUNDS Per Unit % Total
Institutional Funding 37,000,000$ -$
100%
Total Sources of Funds: 37,000,000$ -$ 100%
USES of FUNDS TOTAL BUDGET PER UNIT EXCLUSIONS ADJUSTED BUDGET JUSTIFICATION FOR EXCLUSION
Uses - Acquisition
Acquisition Cost 350,000$ -$
350,000$
-$
Cost of the land. No relevant CBE
Settlement/Title Search/Closing Fees 1,625$
-$
-$
1,625$

Recordation fee 150$
150$
-$
Paid to the government
Acquisition Attorney fees 36,211$
-$
-$
36,211$

Title Policy 1,935$
-$
1,935$
-$
No CBE insurance companies.
Uses - Soft Costs
Soft Costs (Not Excluded) 4,917,372$ -$
-$
4,917,372$

Permits 324,000$ -$
324,000$
-$
Permit fees are paid to DC or Federal agencies
Utility Company 762,225$ -$
762,225$
-$
Utility fees are paid to utility companies.
Marine Engineer 649,980$ -$ 479,980$ 170,000$
The following marine engineering scope has been excluded because no CBE was identified who could perform these tasks: (1) prepare the scope of a
bathymetric field investigation and incorporate the results into the
marine
design; (2) conduct marine archaeology study; (3) prepare a waterside
bulkhead design (including geometric layout plans and sections accounting for environmental forces of waves, current, hydrostic, and scour structural
considerations). The following marine engineering scope could be performed by a CBE and therefore is included in the budget: waterside dock and
gangway design and coordination with the US Army Corps of Engineers and National Park Service.
Uses - Construction Hard Costs
Net Construction Hard Costs By GC 25,744,342$ -$
-$
25,744,342$

FFE 177,723$ -$
-$
177,723$

Construction by Owner 304,443$ -$
-$
304,443$

Construction Testing 129,994$ -$
-$
129,994$

Owner's Contingency 3,600,000$ -$
-$
3,600,000$

TOTAL USES 37,000,000$ -$
1,918,290$
35,081,710$

Total Project Budget 37,000,000$ Acquisition Exclusions 352,085.00$

Total Exclusions 1,918,290$ Soft Costs Exclusions 1,566,205.00$

Adjusted Budget 35,081,710$ $/Unit Hard Costs Exclusions -$

CBE Minimum
Expenditure 12,278,598$ 245,572$ Total Exclusions 1,918,290$
Shortfall Payment - 10% of
CBE Minimum Expenditure 1,227,859.84 Check -
Approved by: Rosemary Suggs-Evans, Director, Department of Small and Local Business Development Date:
PRELIMINARY BUDGET ESTIMATE OF DEVELOPMENT COSTS
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF SMALL AND LOCAL BUSINESS DEVELOPMENT
GEORGETOWN UNIVERSITY
3500 Water St. NW
SQUARE 1179, Lots 812, 813, 805, 806
WASHINGTON, DC 20007
Attachment 1
Georgetown University Rowing Boathouse
3500 Water St. NW
6/2/2026
Fiscal Year: Select Quarter Select
1. Name: (Place 'X' by one)
is a Prime
Contractor or is the Developer
2. Project:
(Place 'X' by one)
District Agency
Contract: Agency Name &
Contract
No. OR
Private Project
(Project Name &
Address):
Total Contract
Amount or
Project Costs
35% SBE
Requirement
I of
(Name) (Title)
Date of
Expenditure
(Date check
issued to
Subcontractor)
SBE/CBE Subcontractor
Company Name
Certification #
(Must be active at
the time
Goods/Services
Provided &
Payment Made)
FEIN
Total # of DC
Resident
Employees
SBE (Y/N) CBE
(Y/N)
DBE
(Y/N)
Description of Goods / Services
Provided by Subcontractor
using its own organization and
resources
VVF
Included
(Y/N)
Executed
Subcontract
Included or
Previously
Submitted
(Y/N)
Total Subcontract
Amount
If Lower Tier
Subcontractors, the
portion of the total
subcontract dollar
amount for goods/
services provided by this
SBE/CBE Subcontractor
was using its own
organization & resources
Actual Dollar
Amount
Spent this
Quarter
Actual Dollar
Amount Spent
to Date
Select
Multiplier
Adjusted
Dollar
Amount
Spent this
Quarter
(Incl.
Multiplier)
Adjusted
Dollar Amount
Spent to Date
(Incl.
Multiplier)
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00 $0.00 $0.00 $0.00
QUARTERLY REPORT (Attachment 4)
(Signature) (Date)
3. Place 'X' here, if TARGET SECTOR/MULTIPLIER applies to this reporting (i.e. Only for old CBE
Agreements & MOUs):
4. Place 'X' here, if this is a Private Project Submitting SBE Subcontracting Plan with this Quarterly
Report:
(Company)
swear or affirm this report is true and accurate.

Select Select Select
1993 1
1994 2
1995 3
1996 4
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
Page 1 of 2
VVF (Revised – December 2020)

VENDOR VERIFICATION FORM (“VVF”)

Year: Select Quarter: Select

PART I. Agency Contract/ Project Details:

Contract/Project Name:

(✓ one)

District Agency Contract: Prime Contractor District Agency & Contract #
Private Project: Beneficiary

PART II. SBE/ CBE Contractor/ Subcontractor & Lower Tier Subcontractor Details:

Insert Company Name is an (✓ one) SBE/CBE Subcontractor SBE/CBE Lower Tier Subcontractor SBE/CBE
General Contractor providing the following scope of work/ products using its own organization and resources (specify)
: . The SBE/CBE Company’s CBE certification is active and the number is .

PART III. SBE/CBE Company’s Subcontracts to Lower Tier SBE/CBE or Non-CBE Companies: (✓ one)

a. SBE/CBE Company provided 100% of all services and/or products provided for the Entire Project/Contract using its
own organization and resources, and did not subcontract any portion to a lower tier subcontractor. (Skip to Part IV.)

b. SBE/CBE Company provided 100% of all services and/or products provided for the Entire Subcontract using its own
organization and resources, and did not subcontract any portion to a lower tier subcontractor. (Skip to Part IV.)

c. SBE/CBE Company subcontracted a portion of the Contract/Subcontract to a lower tier subcontractor. (List every
CBE and non-CBE lower tier subcontractor.)

Lower Tier
Subcontractor
Name
Lower Tier
Subcontractor
is: SBE, CBE
or Non-CBE
Total
Amount of
Lower Tier
Subcontract
Amount Paid to
Lower Tier
Subcontractor
This Quarter
Amount Paid to
Lower Tier
Subcontractor
to Date
Detailed
Description of
lower tier
subcontractor’s
scope of work
CBE
Certification
Number
Fully
Executed
Lower Tier
Subcontract
provided
with this
VVF*
1. Select $ $ $ Select
2. Select $ $ $ Select
3. Select $ $ $ Select
4. Select $ $ $ Select

*THIS VVF WILL NOT BE ACCEPTED, AND NO CREDIT GIVEN, UNTIL THE FULLY EXECUTED
CONTRACTS/ SUBCONTRACTS AND VVFs FOR ALL SBEs & CBEs LISTED IN PART III c. ARE PROVIDED!

SBE/ CBE Subcontracting Credit will only be assessed for the portion of services & goods provided by each SBE/ CBE
Company AND each SBE/ CBE Lower Tier Subcontractor USING ITS OWN ORGANIZATION AND RESOURCES.

Page 2 of 2
VVF (Revised – December 2020)

PART IV: Provide DETAILED Description of Scope of Work Provided by SBE/CBE Company:

The total amount of the contract/subcontract = $ (amount should include all change orders); the total amount
subcontracted to SBE & CBE lower tier subcontractors = $ (amount should include all change orders). SBE/CBE
Company was paid total of $ , during this quarter. The total amount SBE/CBE has been paid to date for portion of
contract/subcontract performed with its own organization and resources is $ . The remaining amount to be paid to the
SBE/CBE Company for portion of contract/subcontract performed with its own organization and resources is $ .

ACKNOWLEDGEMENT

I declare, certify, verify, attest or state under penalty of perjury that the information contained in this Vendor Verification Form, and any
supporting documents submitted, are true and correct to the best of my knowledge and belief. I further declare, certify, verify, attest or
state under penalty of perjury that I have the authority and specific knowledge of the goods and services provided under each
contract/subcontract contained in this Vender Verification Form. I understand that pursuant to D.C. Official Code § 22-2402, any person
convicted of perjury shall be fined not more than $5,000 or imprisoned for not more than 10 years, or both. I understand that any false or
fraudulent statement contained in this Vender Verification Form may be grounds for revocation of my CBE registration pursuant to D.C.
Official Code § 2-218.63. I also understand that failure to complete this Vender Verification Form properly will result in no credit
towards the SBE and CBE Subcontracting Requirements. Further, a Prime Contractor, Developer, CBE, or Certified Joint Venture, if
subject to, that fails to comply with the requirements of the Small and Certified Business Enterprise Development and Assistance
Amendment Act of 2014 (D.C. Law 20-108) (the “Act”), shall be subject to penalties as outlined in the Act.

NOTARIZATION
The undersigned, as a duly authorized representative of , CBE/SBE Company, swears or affirms that the statements
made herein are true and correct.

Signature: _________________________ Title:
Print Name: Date:
District of Columbia (or State/Commonwealth of ___________________); to wit:
Signed and sworn to or affirmed before me on this day of ,
, by , who is well known to me or has been sufficiently verified as the person who executed the foregoing
affidavit and who acknowledged the same to be his/her free act and deed.
Notary signature: __________________________________________
(Seal)

My commission expires: ________________________
ATTACHMENT 6

DOCUMENTATION OF ADDITIONAL OUTREACH EFFORTS

The general contractor “GC” may submit the following written documentation of its
certified business enterprise “CBE” outreach and involvement efforts:

(a) A listing of specific work scopes on a trade specific basis identified by the
GC in which there are subcontracting opportunities for CBEs;

(b) Copies of written solicitations used to solicit CBEs for these
subcontracting opportunities;

(c) A description of the GC's attempts to personally contact the solicited
CBEs including the names, addresses, dates and telephone numbers of the
CBEs contacted, a description of the information provided to the CBEs
regarding plans, specifications and anticipated schedules for the work to
be performed, and the responses of the CBEs to the solicitation;

(d) In the event CBE subcontractors are found to be unavailable, the GC must
request a written Statement of CBE Unavailability from the DSLBD;

(e) A description of the GC's efforts to seek waiver of bonding requirements
for CBEs, if bonding is required;

(f) A copy of the GC's request for reduction in or partial release of retainage
for CBE;

(g) A copy of the contract between the prime contractor and each CBE
subcontractor if a contract is executed between the District and the prime
Contractor.

GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICEOF THE ATTORNEY GENERAL
xk *
ATTORNEYGENERAL Sz
aBRIANL.SCHWALB
COMMERCIALDIVISION

MEMORANDU!
TO: AdeleEl-KhouriDeputyAttorneyGeneralLegalCounselDivision
THROUGH:CharlesJ.CoughlinCD ©DeputyAttorneyGeneral
Commercial Division
FROM: LawrenceJ.Wolk
AssistantAttorney 1
DATE: June4,2026
SUBJECT: LandDispositionAgreement(the“LDA”)byandamongtheDistrictofColumbia
*(the“District”),theNationalParkService,andGeorgetownUniversityrelatingtoparcelsofreal
propertyalongthePotomacRiverintheGeorgetown/Palisadesneighborhoodsanddescribedin
theLDA astheBoathouseParcel,theUpriverParcel,andtheEastParcel,anddescribedonExhibit
B to the Term Sheet.

ThisistoCertifythatthe CommercialDivisionoftheOfficeoftheAttorneyGeneralhasexaminedthe
followingdocumentsprovidedbytheOfficeoftheDeputyMayorforPlanningandEconomic
Development(“DMPED”)(the“TransactionDocuments”)

1.TheunsignedLDA
2.UnsignedexhibitstoLDA:B (CBEAgreement),E(TermSheet)andG (FirstSourceAgreement
AfterdetailedexaminationoftheTransactionDocuments,weconcludethattheydonotcontraveneor
violateanyknownlegalrequirements,obligations,orcommitmentsoftheDistrict.Accordingly,as
providedtous,wediscernnoreasontodeterminethattheTransactionDocumentsarenotlegally
sufficient.Theyarethereforeapprovedforlegalsufficiency.

400 6thStreet,NW, Washington,DC 20001;(202)724-6658; lawrence.wolk@dc.gov
Page2of2LDAbyandamongtheDistrict,theNationalParkService,andGeorgetownUniversityunderD.C.
Code§10-801(b)(8)(c),etseq.,relatingtoparcelsofrealpropertyalongthePotomacRiverinthe
Georgetown/PalisadesneighborhoodsanddescribedintheLDAastheBoathouseParcel,theUpriver
Parcel,andtheEastParcel,anddescribedonExhibitB totheTermSheet.
ThisOfficehasnotreviewedanytransactionaldocumentsotherthantheabove-listedTransaction
Documents.ThisOfficeprovidesnolegalopinionwithrespectto’anyofthetransactionaldocumentsto
beexecutedotherthantheTransactionDocuments.Wespecificallynotethatwehavenotseenadraftof
eithertheGroundLeaseortheConstructionandUseCovenant(aseacharedefinedintheLDA).
Ifyouhaveanyquestions,pleasedonothesitatetocallmeat202-236-4654oremailmeat
lawrence.wolk@dc.gov.

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