Proposed in-lease agreement with HGIT 1015 Half Street LLC

MURIELBOWSERMAYOR
January29,2025
The Honorable PhilMendelson
Chairman
Councilofthe Districtof Columbia
John A. Wilson Building
1350PennsylvaniaAvenue,NW, Suite504
Washington,DC 20004
DearChairmanMendelson:
Pursuanttosection451oftheDistrictofColumbiaHomeRuleAct(D.C.OfficialCode§ 1-204.51),enclosedforconsiderationandapprovalbytheCounciloftheDistrictofColumbiaisanamendmenttoanin-leaseagreementwithHGIT1015HalfStreetLLC,foranextensionoftheleaseofapproximately136,819squarefeetofofficespacelocatedat1015HalfStreet,SE.TheofficespaceisoccupiedbytheDepartmentofHumanResources,BoardofElections,andOfficeof CampaignFinance
Ifyouhaveanyquestionsregardingthiscontract,pleasecontactDelanoHunter,Director,
DepartmentofGeneralServices,at(202)727-2800.
lookforwardtotheCouneil’sfavorableconsiderationofthiscontract.
Sincerely,
MuridiBowker
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

_________________________________________________________________________________________________
3924 Minnesota Avenue, NE, 6th Floor, Washington, DC 20019 • Telephone (202) 727-2800 • Fax (202) 727-7283
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COUNCIL REAL ESTATE CONTRACT SUMMARY

January 23, 2025

Please note that any capitalized term used but not defined in this Summary shall have the meaning
given to such term in the proposed real estate contract.

1. The name of the proposed lessor, lessee, grantor or other party to the proposed real estate
contract, the type of real estate contract, the source selection method, the primary term
of the real estate contract (if applicable), and the consideration to be paid by the District
(for leases, the total annual rent for the first year and the fiscal years set forth in the
Funding Certification):

Contract Party Name: HGIT 1015 H alf Street LLC, a Delaware limited
liability company
Type of Real Estate Contract: Amendment to In -Lease Agreement (District is
tenant)
Location of Real Property: 1015 Half Street , SE
Source Selection Method: Non-Competitive as to the Amendment
Primary Term (if applicable): Approximately 4 years and 4 months remaining with
an option to extend by 5 years under existing In-
Lease Agreement. The proposed Amendment would
extend the primary term by 11 years.

Seventh Floor Premises:
Consideration for First Year under
Amendment (October 23, 2024
through October 31, 2025): $567,153.50
Certificate of Funding Amount for
Fiscal Year 2025: $0 (based on rent abatement described below)

Original Premises:
Consideration for First Year under
Amendment (June 1, 2030 through
May 31, 2031): $7,479,678.68
Certificate of Funding Amount for
Fiscal Year 2025: $0 (based on rent abatement described below)

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2. If the real estate contract is a lease amendment, a breakdown of the Annual Rental for
the first Lease Year under the proposed amendment and the scheduled escalations
thereof:

Seventh Floor Premises (10,601 R entable Square Feet (“RSF”), October 23, 2024 through
October 31, 2025)
Components of
Annual Rental
$/RSF/YR Annual Total Annual Escalations after First
Lease Year
Net Rental $23.86 $252,939.86 2.5%
Initial Operating
Costs
$11.97 $126,893.97 CPI-based
Initial Real Estate
Taxes
$ 7.67 $ 81,309.67 Based on actual increases in Real
Estate Taxes
Tenant Improvement
Allowance
Amortization
$10.00 $106,010.00 N/A
Total Annual Rental $53.50 $567,153.50 N/A

Original Premises (126,218 RSF, June 1, 2030 through May 31, 2031)
Components of
Annual Rental
$/RSF/YR Annual Total Annual Escalations after First
Lease Year
Net Rental $28.20 $3,559,347.60 2.5%
Initial Operating
Costs
$11.94 $1,507,042.92 CPI-based
Initial Real Estate
Taxes
$8.12 $1,024,890.16 Based on actual increases in Real
Estate Taxes
Tenant Improvement
Allowance
Amortization
$11.00 $1,388,398.00 N/A
Total Annual
Rental
$59.26 $7,479,678.68 N/A

3. If the real estate contract is a lease amendment, a description of any extensions of or
options to renew the primary lease term set forth above , the contract amount for any
extension or option period (and an explanation of any difference), and a description of
any options to purchase the real property:

The proposed Amendment would extend the primary term under the existing i n-lease
agreement by 11 years. The District has one option to extend the primary term by 5 years under
the existing i n-lease agreement which option would remain unchanged by the proposed
Amendment. The annual rental for such extended term cannot be determined at this time, but
is not anticipated to be equal to the a nnual rental during the primary term. This is primarily
due to the fact that the net rental rate for the first lease year of the extended term shall be equal
to the then fair market rental rate for comparable properties in the District of Columbia as
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determined by the Landlord and the District. The proposed Amendment does not provide for
an option to purchase the real property.

4. A description of the real property to be acquired, developed or leased, including any
applicable improvements:

The following is provided under the existing In-Lease Agreement:

Street Address: 1015 Half Street, SE
Square/Lot Number: Square 0697 / Lot 0045
Total RSF of Building: 374,964 RSF
Total RSF of Premises: 136,819 RSF
Description of Improvements: The existing building is a 374,964 RSF office
building located on approximately 45,686 square feet of land. Under the Amendment, the
District of Columbia Department o f Human Resources (“DCHR”), Board of Elections
(“BOE”), and Office of Campaign Finance (“OCF”) will continue to occupy 136,819 RSF
of office space, 10,601 RSF of which is located on the 7th floor and constitutes the seventh
floor premises referred to above . The agencies will also have the continued use of 80
parking spaces for fleet and employee vehicles.

5. A description of the District’s specific real property need associated with the proposed
real estate contract and t he selection process, including the number of offerors, the
evaluation criteria, and the evaluation results , including price, technical or quality, and
past performance components:

The existing in-lease agreement, which was deemed approved by Council on July 7, 2017 (CA
22-215), was the result of a competitive process. T he proposed Amendment did not result
from a competitive process. The Amendment resulted from a proposal from the Landlord
requesting that the District extend the primary term of the existing i n-lease agreement for
which the District would realize approximately $9.7 million in rent abatement and obtain an
approximately $15.5 million tenant improvement allowance to refresh and improve the DCHR,
BOE, and OCF premises.

By way of background, 1015 Half Street, SE is a class A, LEED Gold building built in 2011.
In 2017, the original premises was built out to suit the specific needs of DCHR, BOE, and
OCF, to include hearing and training rooms.

In response to the Landlord’s proposal, DGS met with D CHR, BOE, and OCF regarding the
Amendment terms. All three agencies wish to remain at their current location and support the
Amendment.

6. A description of any other contracts the proposed contract party is currently seeking or
holds with the District.

In addition to the existing in- lease agreement, the Landlord and the District are parties to an
in-lease agreement for premises at this same building occupied by the Office of the Deputy
Mayor for Planning and Economic Development and the Homeland Security and Emergency
4

Management Agency. Based upon a certification from the Landlord, the Landlord is not
currently seeking any other contracts with the District.

7. The background and qualifications of the proposed contract party, including its
organization, principals, financial stability, personnel , and ; performance on past or
current real estate contracts with requirements similar to those of the proposed contract:

HGIT 1015 Half Street LLC is a Delaware limited liability company and is the owner of 1015
Half Street, SE. Landlord has no employees and its principal is John Henry Marrison, Manager.
Landlord has performed satisfactorily under its existing in-lease agreements with the District.

8. Expected outcomes of the proposed real estate contract:

The execution of the proposed Amendment is expected to result in the continued occupancy
by DCHR, BOE, and OCF of the subject space for an additional 11 years, and possibly an
additional 5 years pursuant to the extension option described above.

9. A statement that suitable space owned by the District is not available or cannot be
reasonably renovated or altered:

Based upon an evaluation of space owned by the District, there is no suitable space owned by
the District, either as-is or which can reasonably be renovated or altered, which would meet
the needs of DCHR, BOE, and OCF fulfilled under the Amendment.

10. ANC notice of the proposed real estate contract:

Not applicable, as DCHR, BOE, and OCF currently occupy the premises under an existing in-
lease agreement.

11. A certification that the proposed real estate contract is within the appropriated budget
authority for the agency for the fiscal year and is consistent with the financial plan and
budget adopted in accordance with §§ 47-392.01 and 47-392.02:

The Office of the Chief Financial Officer has certified the availability of funds for the proposed
real estate contract. Please see the attached Funding Certification.

12. A certification that the proposed real estate contract is legally sufficient:

The Office of the General Counsel for the Department of General Services has certified that
the proposed real estate contract is legally sufficient. Please see the attached Legal Sufficiency
Certification.

13. A certification as to whether the proposed contract party has any currently pending legal
claims against the District:

5

Based upon a certification from the Landlord, Landlord does not have any legal claims
currently pending against the District.

14. A certi fication that the Citywide Clean Hands database indicates that the proposed
contract party is current with its District taxes:

The proposed contract party is current with its District of Columbia taxes. Please see the
attached Citywide Clean Hands certificate.

15. A certification from the proposed contract party that it is current with its federal taxes ,
or has worked out and is current with a payment schedule approved by the federal
government:

Based upon a certification from the Landlord, the Landlord is current with its federal taxes, or
has worked out and is current with a payment schedule approved by the federal government.

16. A certification that the proposed contract party has not been determined to be in
violation of section 334a of the Board of Ethics and Government Accountability
Establishment and Comprehensive Ethics Reform Amendment Act of 2011:

Based upon a certification from the Landlord, the Landlord has not been determined to be in
violation of section 334a of the Board of Ethics and Government Accountability Establishment
and Comprehensive Ethics Reform Amendment Act of 2011.

17. A certification from the proposed contract party that it currently is not and will not be
in violation of section 334a of the Board of Ethics and Government Accountability
Establishment and Comprehensive Ethics Reform Amendment Act of 2011:

Based upon a certification from the Landlord, the Landlord currently is not and will not be in
violation of section 334a of the Board of Ethics and Government Accountability Establishment
and Comprehensive Ethics Reform Amendment Act of 2011.

18. The status of the proposed contract party as a certified local, small, or disadvantaged
business enterprise, as defined in subchapter IX-A of Chapter 2 of title § 2-218.01 et seq.:

The proposed contract party is not a certified local, small, or disadvantaged business enterprise.

*
*
* GovernmentoftheDistrictofColumbia

MEE liceoftheChiefFinancialOfficer 11014"Street,SWHE —_(OfficeofTaxandRevenue Washington,DC20024
DateofNotice:January2,2025 NoticeNumber:0012984718
HGIT1015HALFSTREETLLC1015HALFSTSEWASHINGTONDC 20003-3654

AsreportedintheCleanHandssystem,theabovereferencedindividual/entityhasnooutstandingliabilitywiththeDistrictofColumbiaOfficeofTaxandRevenueortheDepartmentofEmploymentServices.Asofthedateabove,theindividual/entityhascompliedwithDCCode§47-2862,thereforethisCertificateofCleanHandsisissued.
TITLE 47. TAXATION, LICENSING, PERMITS, ASSESSMENTS, AND FEES
CHAPTER 28 GENERAL LICENSE
SUBCHAPTER II.CLEAN HANDS BEFORE RECEIVING A LICENSE OR PERMIT
D.C. CODE § 47-2862 (2006)
§47-2862PROHIBITIONAGAINST ISSUANCE OF LICENSEOR PERMIT

AuthorizedBy Melinda Jenkins
Branch Chief,Collectionand Enforcement Administration
Tovalidatethiscertificate,pleasevisitMyTax.DC.gov.OntheMyTaxDC homepage,clickthe“Validate a Certificateof Clean Hands” hyperlink under the Clean Hands section.

11014thStreetSW,SuiteW270,Washington,DC20024/Phone:(202)724-S048/MyTax.DCgov
441 4th Street, NW – Suite 890 North - Washington, DC 20001

GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF THE CHIEF FINANCIAL OFFICER
GOVERNMENT OPERATIONS CLUSTER

OFFICE OF FINANCE & RESOURCE MANAGEMENT

Antoinette Hudson Beckham Angelique Rice
Agency Fiscal Officer Associate Chief Financial Officer

Date: January 17, 2025
Agency Budget: Department of General Services (AM0)
Occupying Agency: Campaign Finance & Ethics (CJ0)
Board of Elections & Ethics (DL0)
Department of Human Resources (BE0)

Ward 8

Funds Needed: $0.00
Purpose: The lease at 1015 Half Street, SE for DCHR, BOE and OCF is being amended to
extend the term by 11 years commencing on June 1, 2029.
Certification: $4,989,216.98 for FY2026 is subject to approval of the District’s Budget and
Financial Plan.

Cost of Obligation FY25: $0.00
Cost of Obligation FY26: $4,989,216.98

Term: 11 Years

Henry Wong for AHB
_________________________
1/22/25_________________________
Antoinette Hudson Beckham Date

Cc: Angelique Rice, Associate Chief Financial Officer, GOC

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

________________________________________________________________________________________________

3924 Minnesota Avenue, NE, 6th Floor, Washington, D.C. 20019 • Telephone (202) 727-2800 • Fax (202) 727-7283
1

Office of the General Counsel

MEMORANDUM

TO: Tomás Talamante
Director, Office of Policy and Legislative Affairs

THROUGH: Xavier Beltran
General Counsel, Department of General Services

FROM: Katherine Jough
Senior Assistant General Counsel, Department of General Services

SUBJECT: Legal Sufficiency Certification for Proposed Fourth Amendment to In-Lease
Agreement by and between the District and HGIT 1015 Half Street LLC for
premises at 1015 Half Street, SE, Washington, D.C. (the “Amendment”)

DATE: January 23, 2025

This is to certify that this Office has reviewed the above-referenced Amendment and that we have
found it to be legally sufficient, subject to the submission of any required materials and Council
approval.

If you have any questions, please do not hesitate to contact me at (202) 727-2800.

__________________________
Katherine Jough
Senior Assistant General Counsel, Department of General Services

EXECUTION VERSION
FOURTH AMENDMENT TO IN-LEASE

THIS FOURTH AMENDMENT TO IN-LEASE (this “Fourth Amendment”) is
made and entered into as o f the ____ day of _______________, 2024 (the “Fourth
Amendment Effective Date”) by and between the DISTRICT OF COLUMBIA, a
municipal corporation, by and through its Department of General Services (the “District”),
and HGIT 1015 HALF STREET LLC , a Delaware limited liability company
(“Landlord”). Landlord and the District are each referred to hereinafter as a “Party” and
collectively referred to as the “Parties”.

W I T N E S S E T H :

WHEREAS, pursuant to that certain In- Lease by and between Landlord (as
successor in interest to Half Street SE L.L.C., a Delaware limited liability company) and
the District, with a Lease Commencement Date of July 17, 2017 (the “Base Lease”), as
amended by that certain First Amendment to In -Lease with a First Amendment Effective
Date of September 20, 2018 (the “First Amendment”), that certain Second Amendment
to In-Lease with a Second Amendment Effective Date of August 18, 2022 (the “Second
Amendment”), and that certain Third Amendment to In -Lease with a Third Amendment
Effective Date of October 23, 2024 (the “Third Amendment”, and together with the Base
Lease, First Amendment, and Second Amendment, the “Original Lease”; and the Original
Lease as amended by this Fourth Amendment, the “ Lease”), the District leases from
Landlord, and Landlord leases to the District, certain premises located at 1015 Half Street,
SE in Washington, D.C., as is more particularly set forth in the Original Lease; and
WHEREAS, the Parties desire to amend and modify the terms of the Original
Lease as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 – RECITALS; EXHIBITS; DEFINED TERMS

1.1 Incorporation of Recitals and Exhibits. The above recitals and any exhibits
hereto are incorporated in, and made a part of, this Fourth Amendment.
1.2 D efined Terms . Capitalized terms used but not defined herein shall have
the meanings given to them in the Original Lease.

ARTICLE 2 – EXTENDED INITIAL TERM; EXPANSION PREMISES TERM;
OPTION RIGHT

2.1 Extended Initial Term . The Parties acknowledge that under the Original
Lease the Initial Lease Term expires on May 31, 2029. The Parties hereby agree to extend
the Initial Lease Term for a period of eleven (11) years (the “Extended Initial Term ”),
commencing on June 1, 2029 (the “Extended Initial Term Commencement Date”) and
ending at 11:59 pm on May 31, 2040 (the “Extended Initial Term Expiration Date”).
References in the Original Lease to “Lease Term” shall include the Extended Initial Term,

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1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
and references in Sections 5.1 and 6 of the Base Lease to “Initial Lease Term” shall include
the Extended Initial Term.

2.2 Expansion Premises Term. The Parties acknowledge and agree that (a) the
term for the Expansion Premises commenced on the Third Amendment Effective Date (as
such terms are defined in the Third Amendment) and shall expire on the Extended Initial
Term Expiration Date (such period being the “ Expansion Premises Term ”); (b) the
Expansion Premises Term is part of the Extended Initial Term; and (c) the first Lease Year
of the Expansion Premises Term shall end on October 31, 2025.

2.3 Option Right. The provisions of Section 6 of the Base Lease providing the
District with an Option Right for a 5-year Extension Term shall remain in effect, and, if
the Option Right is exercised, the Extension Term shall commence immediately following
the Extended Initial Term Expiration Date. For the avoidance of doubt, if the Extended
Initial Term is extended by the Option Right, such extension shall apply to the lease of the
Original Premises and the Expansion Premises.

ARTICLE 3 – PREMISES
3.1 Original Premises under Original Lease. Notwithstanding anything in the
Original Lease to the contrary, including Section 3 of the Second Amendment,
commencing on the Extended Initial Term Commencement Date , “Original Premises”
shall mean the 126,218 RSF in the Building comprised of the following: (a) the 118,720
RSF of the “Premises” under the Original Lease (i.e., 32,506 RSF on the 7 th floor of the
Building, 43,107 RSF on the entire 8th floor of the Building, and 43,107 RSF on the entire
9th floor of the Building), and (b) the Sixth Floor Premises (i.e., 7,498 RSF on the 6th Floor
of the Building).
3.2 P remises . As of the Third Amendment Effective Date, the “Premises” is
comprised of the Original Premises together with the Expansion Premises (i.e., as defined
in the Third Amendment, the approximately 10,601 RSF on the 7th floor of the Building).
The Parties acknowledge and agree that the calculations of Annual Rental, Additional Rent
and the Expansion Premises Proportionate Share (defined in Section 5.6 below) for the
Expansion Premises shall be separate from, and not combined with, the calculations of
Annual Rental , Additional Rent and the District’s Proportionate Share for the Original
Premises. In no event shall any Premises RSF be counted more than once for purposes of
calculating Annual Rental, Additional Rent (e.g., Tax Increases) or the District’s
proportionate share. The Parties acknowledge and agree that (a) Original Premises and the
Expansion Premises shall have separate Lease Years ; (b) the Lease Year for the Original
Premises shall reset on the Extended Initial Term Commencement Date; and (c)
notwithstanding the commencement of the Expansion Premises Term on the Third
Amendment Effective Date, the first Lease Year for the Expansion Premises will
commence on the Expansion Premises Rent Commencement Date (as defined in Section
5.6 below).

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1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
ARTICLE 4 – ORIGINAL PREMISES RENTAL TERMS

4.1 Original Premises Annual Rental . Commencing on the Extended Initial
Term Commencement Date, the cost per RSF of the Original Premises attributed to each
component of Annual Rental for the initial Lease Year of the Extended Initial Term is as
follows:

Net Rental: $28.20
Initial Operating Costs: $11.94
Initial Real Estate Taxes: $ 8.12
Original Premises TI Amortization: $11.00
Total Original Premises Annual Rental: $59.26

4.2 Original Premises Net Rental . Commencing as of the 2nd Lease Year of the
Extended Initial Term and continuing on each anniversary thereof:
(a) th e Net Rental set forth in Section 4.1 shall escalate at the same rate
as set forth in Section 7.1 of the Base Lease (i.e., 2.5%). A Net Rental Schedule for the
Extended Initial Term is set forth in “Exhibit A-1”, attached hereto and made a part hereof;
and
(b) t he District shall pay to Landlord, as Additional Rent, (i) the
District’s Proportionate Share (as set forth in Section 4.6 below) of Tax Increases over the
Initial Real Estate Taxes set forth in Section 4.1 above, but otherwise in accordance with
Section 7.5 of the Base Lease, and (ii) Operating Cost Increases based upon the Initial
Operating Costs set forth in Section 4.1 above, but otherwise in accordance with Section
7.6 of the Base Lease provided, however, that in no event shall the Operating Cost Increase
in any Lease Year exceed 5% of the Operating Costs for the preceding Lease Year.

4.3 Original Premises Tenant Improvement Allowance . Commencing on the
Extended Initial Term Commencement Date (i.e., June 1, 2029) , Landlord shall make
available to the District a tenant improvement allowance for the Fourth Amendment Tenant
Improvements (defined in Section 6.1 below) to the then existing Premises as of the
Extended Initial Term Commencement Date (the “Refresh Premises”) in the total amount
of $13,883,980.00, which is $110.00 per RSF of the Original Premises (the “Premises
Refresh TI Allowance”) and amortized at the rate of 0% per annum over an agreed upon
10 year and 1 month period during the Extended Initial Term. Annual Rental and
Additional Rent for the Extended Initial Term shall be abated to the extent of any unused
Premises Refresh TI Allowance, which amount, if any, shall be set forth in a Declaration
of Final Accounting (defined in Section 6.9 below), the form of which is attached as
Exhibit C to this Fourth Amendment. For the avoidance of doubt, in no event shall the
termination of the Lease prior to the Extended Initial Term Expiration Date result in (i) any
continued or accelerated payment by the District of any amortization rental payments for,
or the principal of, the Premises Refresh TI Allowance or (ii) any other payment of or
reimbursement for the then remaining unamortized portion of the Premises Refresh TI
Allowance.

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1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
4.4 Additional Tenant Improvement Allowance. Commencing on the Extended
Initial Term Commencement Date (i.e., June 1, 2029), Landlord shall also make available
to the District a n additional tenant improvement allowance for the Fourth Amendment
Tenant Improvements (defined in Section 6.1 below) to the Refresh Premises in the total
amount of $12,621,800.00, which is $100.00 per RSF of the Original Premises (the
“Additional TI Allowance”). At the District’s election, the District may utilize all or a
portion of the Additional TI Allowance, and the total amount utilized (the “ Used
Additional TIA”) shall be set forth in the Declaration of Final Accounting (defined in
Section 6.9 below). The Used Additional TIA shall be amortized at the rate of 8.0% per
annum over the time period commencing on the date of Substantial Completion (defined
in Section 6.8 below) of the Fourth Amendment Tenant Improvements to the Refresh
Premises and ending on the Extended Initial Term Expiration Date (such period, not to
include any Extension Term, the “ Additional TI Amortization Period ” and such
amortization, the “ Additional TI Amortization ”). The resulting monthly amount and
annual amount of Additional TI Amortization shall be set forth in the Declaration of Final
Accounting and shall be paid to Landlord by the District as Additional Rent over the
Additional TI Amortization Period, commencing with the next installment of Annual
Rental due after the effective date of the Declaration of Final Accounting. The District
shall have until May 31, 2031 to utilize the Additional TI Allowance, after which date the
Additional TI Allowance shall expire. For the avoidance of doubt, in no event shall the
termination of the Lease prior to the Extended Initial Term Expiration Date result in (i) any
continued or accelerated payment by the District of any amortization rental payments for,
or the principal of, the Additional TI Allowance or (ii) any other payment of or
reimbursement for the then remaining unamortized portion of the Additional TI Allowance.
4.5 O riginal Premises Landlord Credit . Notwithstanding any provision in this
Fourth Amendment to the contrary, Landlord hereby grants to the District a rental
abatement of Annual Rental for the Original Premises in the total amount of $8,389,677.17
(the “Original Premises Landlord Credit ”), which is comprised of (i) $6,856,372.12
(equal to approximately 11 months of Annual Rental for the Original Premises); and (ii)
$1,533,305.05 (equal to 1.9% of the Annual Rental for the Original Premises over the
Extended Initial Term, which is a credit from a portion of the broker commission described
in Section 7.11 below). Com mencing on March 1, 2025, the Original Premises Landlord
Credit shall be applied toward Annual Rental for the Original Premises until exhausted.
4.6 D istrict’s Proportionate Share . Notwithstanding anything contained in the
Original Lease to the contrary, as of the Extended Initial Term Commencement Date , the
District’s Proportionate Share for the Original Premises is 33.66% and is not subject to
adjustment.
4.7 D istrict Refund Abatement. The following is hereby added as a new
subsection to Section 7.5 of the Base Lease:

“(d) In the event Landlord receives a refund for any Real Estate
Taxes paid during the Lease Term as a result of challenging the tax
valuation or assessment of the Building, Land or Property, the District shall

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1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
be entitled to the District’s Proportionate Share of such refund in the form
of a rent abatement (the “District Refund Abatement”). Within sixty (60)
days of receiving the Real Estate Tax refund, Landlord shall deliver written
notice to the District of the District Refund Abatement (together with
supporting documentation). The District shall then deliver written notice to
Landlord as to which monthly payment of Annual Rental and Additional
Rent it elects the District Refund Abatement to be applied. Notwithstanding
any provision in this Lease to the contrary, the District Refund Abatement
shall be in addition to any other abatement of rent provided or permitted
under this Lease.”

ARTICLE 5 – EXPANSION PREMISES RENTAL TERMS

5.1 Expansion Premises Annual Rental . The cost per RSF of the Expansion
Premises attributed to each component of the Annual Rental for the initial Lease Year of
the Expansion Premises Term is as follows:

Net Rental: $23.86
Initial Operating Costs: $11.97
Initial Real Estate Taxes: $ 7.67
Expansion Premises TI Amortization: $10.00
Total Expansion Premises Annual Rental: $53.50

5.2 Expansion Premises Net Rental . Commencing as of the 2 nd Lease Year of
the Expansion Premises Term (i.e., November 1, 2025) and continuing on each anniversary
thereof:
(a) t he Net Rental set forth in Section 5.1 for the Expansion Premises
shall be increased by two and one -half percent (2.5%). A Net Rental Schedule for the
Expansion Premises Term is set forth in “ Exhibit A-2”, attached hereto and made a part
hereof; and
(b) t he District shall pay to Landlord, as Additional Rent for the
Expansion Premises, (i) the District’s Expansion Premises Proportionate Share (as defined
in Section 5.6 below) of Tax Increases over the Initial Real Estate Taxes as set forth in
Section 5.1 above, but otherwise in accordance with Section 7.5 of the Base Lease, and (ii)
Operating Cost Increases based upon the Initial Operating Costs set forth in Section 5.1
above, but otherwise in accordance with Section 7.6 of the Base Lease provided, however,
that in no event shall the Operating Cost increase in any Lease Year exceed 5% of the
Operating Costs for the preceding Lease Year.
5.3 E xpansion Premises Tenant Improvement Allowance . Commencing on the
Fourth Amendment Effective Date, Landlord shall provide to the District a tenant
improvement allowance for the Fourth Amendment Tenant Improvements to the
Expansion Premises in the total amount of $1,590,015.00, which is $150.00 per RSF of the
Expansion Premises (the “Expansion Premises TI Allowance”) and amortized at the rate

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1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
of 0% per annum over an agreed upon 15 year period during the Expansion Premises Term.
Annual Rental and Additional Rent for the Extended Initial Term shall be abated to the
extent of any unused Expansion Premises TI Allowance, which amount, if any, shall be set
forth in a Declaration of Final Accounting (defined in Section 6.9 below), which shall be
separate from the Declaration of Final Accounting for the Refresh Premises, the form of
which is attached as Exhibit C to this Fourth Amendment. For the avoidance of doubt, in
no event shall the termination of the Lease prior to the Extended Initial Term Expiration
Date result in (i) any continued or accelerated payment by the District of any amortization
rental payments for, or the principal of, the Expansion Premises TI Allowance or (ii) any
other payment of or reimbursement for the then remaining unamortized portion of the
Expansion Premises TI Allowance.
5.4 E xpansion Premises Rental Abatement .
(a) Initial Landlord Credit . Commencing on the Third Amendment
Effective Date (i.e., October 23, 2024), Landlord hereby grants to the District, a rental
abatement of Annual Rental for the Expansion Premises in the total amount of $920,761.64
(the “Expansion Premises Initial Landlord Credit ”), which is comprised of (i)
$758,312.50 (equal to approximately 16 months of Annual Rental for the Expansion
Premises; the period commencing on the Third Amendment Effective Date and ending 16
months thereafter being the “Initial Abatement Period”); and (ii) $162,449.14 (equal to
1.9% of the Annual Rental for the Expansion Premises over the Expansion Premises Term
and constitutes a credit from a portion of the broker commission described in Section 7.11
below); provided, however, that in the event the Fourth Amendment Effective Date occurs
after February 28, 2025, the Expansion Premises Initial Landlord Credit shall commence
on the Fourth Amendment Effective Date and continue for 16 months thereafter . In such
event, (x) the Initial Abatement Period shall be revised to mean the period commencing on
the Fourth Amendment Effective Date and continuing for 16 months thereafter, and (y) the
District shall pay Expansion Period Annual Rental for the Expansion Period (as such terms
are defined in the Third Amendment) pursuant to the terms of Section 3 of the Third
Amendment. For the avoidance of doubt, the Expansion Period Annual Rental for the
Expansion Period is not synonymous with the Annual Rental for the Expansion Premises
set forth in Section 5.1 above, which commences as of the Expansion Premises Rent
Commencement Date (defined in Section 5.6 below).

(b) Second Landlord Credit . Commencing on the first day of the 7 th
Lease Year of the Expansion Premises Term , Landlord hereby grants to the District, an
additional rental abatement of Annual Rental for the Expansion Premises in the total
amount of $354,402.03 (the “Expansion Premises Second Landlord Credit”), which is
equal to approximately 7 months of Annual Rental for the Expansion Premises (i.e., months
84 through 90 of the Expansion Premises Term). Notwithstanding the foregoing, Landlord
shall have the right, in its sole but reasonable discretion, to accelerate the date upon which
the application of the Expansion Premises Second Landlord Credit commences to any date
after expiration of the Initial Abatement Period and prior to the first day of the 7 th Lease
Year of the Expansion Premises Term upon at least 60 days’ prior written notice to the
District.

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1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
(c) Application of the Expansion Premises Landlord Credit s. A t the
District’s election, all or any portion of the Expansion Premises Initial Landlord Credit
shall be applied toward (i) Annual Rental for the Expansion Premises during the Expansion
Premises Term and/or (ii) any obligation the District may have to pay for any of the Fourth
Amendment Tenant Improvements to the Expansion Premises in excess of the Expansion
Premises TI Allowance. The Expansion Premises Second Landlord Credit shall be applied
only in the manner set forth in Section 5.4(b).
5.5 Expansion Premises Proportionate Share . The percentage that the total
rentable square feet of the Expansion Premises bears to the total rentable square feet in the
Building (the “Expansion Premises Proportionate Share”) is the District’s proportionate
share for the Expansion Premises. As of the Third Amendment Effective Date , the
Expansion Premises Proportionate Share is 2.83% and is not subject to adjustment.

5.6 Expansion Premises Rent Commencement Date. The District shall
commence paying Annual Rental and Additional Rent for the Expansion Premises, in
arrears, on the first day following the expiration of the Initial Abatement Period (the
“Expansion Premises Rent Commencement Date”), provided however, if the Expansion
Premises Rent Commencement Date is not the first day of a month, then the Annual Rental
and any Additional Rent due from the Expansion Premises Rent Commencement Date until
the first day of the following month shall be prorated on a per diem basis based on the
number of days in the subject month, and the District shall pay such prorated first
installment of the Annual Rental, and any Additional Rent due, in arrears on or before the
5th day of the month following the month when such rent accrued.

ARTICLE 6 – FOURTH AMENDMENT TENANT IMPROVEMENTS

6.1 Fourth Amendment Tenant Improvements.
(a) Landlord shall furnish all labor and materials to design, construct,
furnish and complete all of the Fourth Amendment Tenant Improvements (i) with respect
to the Expansion Premises, from and up to the Expansion Premises TI Allowance, and (ii)
with respect to the Refresh Premises, from and up to the Premises Refresh TI Allowance.
“Fourth Amendment Tenant Improvements” shall mean the turnkey build- out of the
Refresh Premises and the Expansion Premises and the District’s relocation thereto (if
applicable), including, but not limited to the District’s relocation costs (if any), the
purchase and installation of the construction elements, furniture, fixtures, equipment
(including security, server room, network and power equipment) , fit -out, signs, HVAC
related distribution ductwork, cabling and wiring for both power and low voltage
requirements, security infrastructure, information technology (“IT”) server room
equipment, telephones and any other IT infrastructure requirements, but specifically not IT
equipment such as computers, televisions and printers.
(b) All of the Fourth Amendment Tenant Improvements shall be
performed by Landlord: ( i) promptly and in a good workmanlike manner; ( ii) by duly
qualified, licensed and bonded (as such bonding may be commercially standard and relate

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1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
to the Fourth Amendment Tenant Improvements ) persons; ( iii) in accordance with all
applicable Laws; and ( iv) once commenced, diligently pursued to completion and, if
applicable, in accordance with the approved construction schedule therefor. The Parties
acknowledge and agree that the provisions of this Article 6 may apply separately as to the
Fourth Amendment Tenant Improvement s for the Refresh Premises and the Expansion
Premises (i.e., separate budgets, schedules, architects and contractors).
6.2 Fourth Amendment Architect . On or before the Extended Initial Term
Commencement Date with respect to the Refresh Premises or the Fourth Amendment
Effective Date with respect to the Expansion Premises, Landlord shall propose the architect
for the applicable Fourth Amendment Tenant Improvements, which shall be subject to the
District’s reasonable approval (the “Fourth Amendment Architect”). For the avoidance
of doubt, the Fourth Amendment Architect for the Expansion Premises may be different
from the Fourth Amendment Architect for the Refresh Premises.

6.3 Change Orders . The District shall have the right to review any and all
pricing for work associated with, and the construction schedule for, the Fourth Amendment
Tenant Improvements and may elect to remove, modify or add to the Fourth Amendment
Tenant Improvements. The District shall have fifteen (15) Business Days from receipt of
any pricing from Landlord to approve the same or submit to Landlord value engineering of
the Fourth Amendment Tenant Improvements that, if implemented, the District anticipates
would result in reduced costs. In addition, each stage of the plans and specifications
required in connection with the Fourth Amendment Tenant Improvements (as applicable,
(1) test fit/space plan ; ( 2) schematics; (3) design development plans ; ( 4) design
construction documents; and (5) furniture, fixture and equipment plans) shall be subject to
the District’s reasonable approval. The District shall have fifteen (15) Business Days from
receipt of any plans and specifications to approve the same or submit to Landlord the
reasons (specifying in reasonable detail) why the District does not approve the same .
Landlord shall cause the Fourth Amendment Architect to make any revisions necessary to
address the District’s comments on the applicable p lans and specifications, and resubmit
the same for the District’s approval. The District may request a change to the final District-
approved plans (a “Fourth Amendment Change Order”) in which event Landlord shall
deliver to the District a written notice which includes the approximate fixed amount of any
cost increase that may result from such change and the delay in Substantial Completion of
the Fourth Amendment Tenant Improvements that may result from such change. If the
Fourth Amendment Change Order does not cause a Fourth Amendment Excess Cost
(defined below), the Fourth Amendment Change Order may be approved in a writing
(including an email) from the Director or a Portfolio Manager . “Portfolio Manager ”
means the Associate Director or the Realty Officer of the Portfolio Management Division
of the District of Columbia Department of General Services. As provided in clause (z) of
the definition of Fourth Amendment District Delay (defined in Section 6.11 below), a
Fourth Amendment Change Order requested by the District may delay the performance of
the Fourth Amendment Tenant Improvement work and may result in a Fourth Amendment
District Delay.

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1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
6.4 Excess Costs.
(a) Fourth Amendment Excess Costs. Landlord shall have no obligation
to (i) revise the final District- approved plans or perform any work as a result of a Fourth
Amendment Change Order or (ii) incur any costs in excess of the Premises Refresh TI
Allowance or the Expansion Premises TI Allowance, as applicable, due to a Fourth
Amendment Change Order or otherwise (“Fourth Amendment Excess Costs”) unless and
until the District provides Landlord with written approval of the Fourth Amendment Excess
Cost (which shall in no event exceed the fixed amount provided by Landlord) signed by
the Director (a “District’s Acceptance”), which shall (x) evidence the District’s election
to apply the Additional TI Allowance to any Fourth Amendment Excess Cost for the
Refresh Premises or the Expansion Premises Initial Landlord Credit to any Fourth
Amendment Excess Cost for the Expansion Premises , or (y) constitute the District’s
commitment to pay such Fourth Amendment Excess Costs pursuant to Section 6.9 below.
No notice, communication or representation in any form from any person other than the
Director shall authorize the payment by the District of a Fourth Amendment Excess Cost.
Landlord acknowledges that if it proceeds with any work in connection with a Fourth
Amendment Change Order or otherwise over and above the Premises Refresh TI
Allowance or the Expansion Premises TI Allowance, as applicable, prior to receipt of a
properly executed District’s Acceptance, Landlord does so at its sole and complete risk.
The Parties acknowledge that Fourth Amendment Excess Costs in the amount of
approximately $7,951,734.00 with respect to Fourth Amendment Tenant Improvements for
the Refresh Premises , and $477,004.50 with respect to Fourth Amendment Tenant
Improvements for the Expansion Premises may result under Article 6 of this Fourth
Amendment, which Fourth Amendment Excess Costs would be paid in accordance with
and subject to the terms of Article 6 of this Fourth Amendment.
(b) Interim Payment for Excess Costs . The Parties acknowledge and
agree that if there is a material increase in the scope and cost of the Fourth Amendment
Tenant Improvements due to a Fourth Amendment Change Order (or multiple Fourth
Amendment Change Orders), notwithstanding Section 6.4(a) above, the District shall make
a payment for 50% of the resulting Fourth Amendment Excess Cost prior to the execution
by the Parties of the Declaration of Final Accounting (the “Fourth Amendment Interim
Payment”), as and when such costs are incurred and the work for such costs has been
performed, in accordance with and subject to the following provisions (for the avoidance
of doubt, the remaining 50% of the Fourth Amendment Excess Cost shall be paid in
accordance with Section 6.4(a) above). Upon the completion of the Fourth Amendment
Tenant Improvement work applicable to the subject Fourth Amendment Change Order(s),
Landlord shall provide the District with an invoice in the amount of the Fourth Amendment
Interim Payment, together with a summary on Contractor's letterhead setting forth a
detailed divisional breakdown and description of the completed work (collectively, the
“Fourth Amendment Interim Payment Documents ”), which shall be subject to review
and approval by the District, acting by and through its Portfolio Management Division
(such review to include confirmation of completion of the subject Fourth Amendment
Tenant Improvement work). The Fourth Amendment Interim Payment shall be paid by the
District to Landlord within forty-five (45) days after the District’s approval of the Fourth

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1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
Amendment Interim Payment Documents. The Parties further acknowledge and agree that
future interim payments may be made by the District to Landlord, as may be agreed upon
by the Parties, pursuant and subject to the foregoing provisions of this Section 6.4(b).
6.5 District Security Requirements. Landlord acknowledges and agrees that (i)
a vendor approved by the Department of General Services ’ Protective Services Division
(“DGS-PSD”) shall be the required s ubcontractor for any District security requirements
associated with the Fourth Amendment Tenant Improvements, and (ii) the District of
Columbia’s Office of the Chief Technology Officer (“ OCTO/DC-Net”) or its approved
vendor shall be the subcontractor for any IT requirements associated with the Fourth
Amendment Tenant Improvements; provided that, in all events, OCTO/DC-Net and DGS-
PSD will provide any required IT infrastructure and security standards and specifications,
respectively, for the Fourth Amendment Tenant Improvements. Landlord acknowledges
and agrees that if OCTO/DC-Net is the subcontractor for any IT requirements of the Fourth
Amendment Tenant Improvements, Landlord shall be responsible for ordering any
OCTO/DC-Net specified equipment that has been approved by the District, and that
OCTO/DC-Net requires an “upfront” payment for OCTO/DC -Net’s purchase and
installation of such equipment. The Parties acknowledge that notwithstanding Landlord’s
compliance with this Section 6.5 and the timely ordering of such equipment in accordance
with the Preliminary Project Schedule , there may be a delay to Substantial Completion
caused by late delivery of the approved IT/security equipment ( each such delay, an
“IT/Security Delay”).

6.6 Fourth Amendment TI Construction Costs. All costs of: (i) the construction
of the Fourth Amendment Tenant Improvements, including the soft costs of all space
planning, architectural, and engineering work related thereto; ( ii) all governmental
authority approvals and permits required to construct the Fourth Amendment Tenant
Improvements including any certificate(s) of occupancy; ( iii) all labor and materials and
other hard costs, including any general contractor’s fee and customary work related
insurance for construction of the Fourth Amendment Tenant Improvements, and bond costs
relating to the Fourth Amendment Tenant Improvements; (iv) the purchase and installation
of the Fourth Amendment Tenant Improvement requirements (including OCTO/DC -Net
specified IT equipment, cabling and wiring and DGS-PSD specified security equipment);
and (v) a project management fee paid to Landlord equal to three percent (3.0%) of all
“hard costs” (i.e., excluding Fourth Amendment TI Construction Costs related to design,
space planning, architectural work, engineering work and other soft costs) payable under
the construction contracts to which Landlord is a party for the Fourth Amendment Tenant
Improvements (it being agreed that no cost which is included in the “hard costs” shall be
counted more than once for purposes of calculating the project management fee) are
referred to herein as the “Fourth Amendment TI Construction Costs”.

6.7 SBE/CBE Participation . The utilized Premises Refresh TI Allowance ,
Additional TI Allowance and Expansion Premises TI Allowance shall be subject to the
requirements of D.C. Code Section 2- 218.46 regarding the use of Small Business
Enterprises and Certified Business Enterprises (as such are defined under D.C. Code
Section 2-218.02), provided that 50% SBE/CBE participation shall be required (rather than

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1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
the 35% set forth in D.C. Code Section 2- 218.46). Landlord shall provide such evidence
of its compliance with the foregoing requirement as the District may reasonably require.
Landlord shall include the foregoing Small Business Enterprises and Certified Business
Enterprises requirement within any competitive request for proposal, bid or similar
issuance for the Contractor (defined below) and the subcontractors.
6.8 Substantial Completion. The Fourth Amendment Tenant Improvements for
the Refresh Premises or the Expansion Premises, as applicable, shall be deemed
“Substantially Complete” or in a state of “Substantial Completion” when (i) Landlord
has performed a final walk through of the Expansion Premises or the Refresh Premises, as
applicable, with the District (the District agreeing to cooperate in good faith to timely
schedule the same) and any punch list items are identified by the Parties, which items do
not materially impair the ability of the District to occupy or utilize the applicable portion
of the Premises for the Permitted Use (“Punch List Items”); (ii) the Fourth Amendment
Architect has certified (on a standard AIA Form) that the Fourth Amendment Tenant
Improvements have been completed substantially in accordance with the District-approved
plans and specifications therefor , including the placement of furniture and equipment ,
subject to completion of the Punch List Items; and (iii) Landlord has obtained all sign-offs,
inspections and approvals required by the District of Columbia and any other applicable
governmental authorities, including a certificate of occupancy (which may be a temporary
certificate of occupancy, provided that a final certificate of occupancy is delivered to the
District within 60 days) issued for the applicable portion of the Premises . The date of
Substantial Completion shall be set forth in a declaration of delivery (the form of which is
set forth in “ Exhibit B”, attached hereto and made a part hereof) to be executed by the
Parties, which shall include any other terms and information as may be deemed appropriate
by the Parties (the “Fourth Amendment Declaration of Delivery ”). Landlord shall
complete or cause the completion of the Punch List Items within 30 Business D ays of the
execution of the Fourth Amendment Declaration of Delivery for the Refresh Premises or
the Expansion Premises, as applicable. Notwithstanding the foregoing sentence, in the case
of a Punch List Item that may take longer than 30 Business Days to complete (a “Long
Lead Item”), Landlord shall provide the District with an alternative solution which could
be provided within such 30 Business Day period, and the District shall have the right to
select in writing, in its sole discretion, either the alternative solution or the original Punch
List Item. If the District does not timely provide a written selection to Landlord, then the
District shall be deemed to have selected the original Punch List Item.
6.9 F ourth Amendment Final Accounting. Within 30 days after the
Substantial Completion of the Fourth Amendment Tenant Improvements for the Expansion
Premises and Refresh Premises, as applicable, Landlord shall deliver to the District a
declaration of final accounting (the form of which is set forth in “ Exhibit C”, attached
hereto and made a part hereof) to be executed by the Parties, which sets forth a final
accounting of the Fourth Amendment TI Construction Costs (on an open book basis) (the
“Fourth Amendment Final Accounting”), any Fourth Amendment Excess Costs, and the
utilized Premises Refresh TI Allowance or the Expansion Premises TI Allowance , as
applicable, as well as such other terms and information as may be deemed appropriate by
the Parties (the “Declaration of Final Accounting”). Any Fourth Amendment Excess Cost

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1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
shall be paid as Additional Rent in a lump sum by the District to Landlord pursuant to the
Declaration of Final Accounting, unless the District has elected in a District’s Acceptance
to pay for such Fourth Amendment Excess Cost by application of the Additional TI
Allowance or Expansion Premises Initial Landlord Credit (as applicable) . If Landlord
incurred alleged Fourth Amendment Excess Costs without a District’ s Acceptance
executed by the Director, then such costs shall not accrue against any District cred it or
improvement allowance, and the District shall have no obligation to pay such costs. If
pursuant to the Declaration of Final Accounting it is determined that the Premises Refresh
TI Allowance or the Expansion Premises TI Allowance exceeds the Fourth Amendment TI
Construction Costs for the Refresh Premises or the Expansion Premises, respectively, then
such excess amount shall be available to the District as an abatement of Annual Rental and
Additional Rent, to be applied to the next successive payment(s) of Annual Rental and
Additional Rent due and payable by the District for the Refresh Premises or the Expansion
Premises, as applicable, under the Lease.
6.10 Proposed Budget . On or before the Extended Initial Term
Commencement Date with respect to the Refresh Premises or on or before the 90 th day
following the Fourth Amendment Effective Date with respect to the Expansion Premises ,
the District shall deliver to Landlord a “program of requirements” for the applicable Fourth
Amendment Tenant Improvements. Within 30 days of Landlord’s receipt of the foregoing,
Landlord shall deliver to the District a preliminary budget and a preliminary project
schedule for Fourth Amendment Tenant Improvements (the “Proposed Budget” and the
“Proposed Schedule”, respectively), which shall be subject to the District’s reasonable
approval. The District shall have 15 days to review the Proposed Budget and the Proposed
Schedule. If the District deliver s questions or comments to the Proposed Budget or the
Proposed Schedule to Landlord within such 15 days, Landlord and the District shall discuss
the same for 1 Business Day; provided, however, that, after Landlord has acted in good
faith in reviewing and considering the District’s questions and comments, the Proposed
Budget and the Proposed Schedule (with any agreed upon changes) shall be final ( as
approved or deemed approved, the “Preliminary Budget” and the “Preliminary Project
Schedule,” respectively). Landlord shall include the Preliminary Budget and the
Preliminary P roject Schedule within any request for proposal, bid or similar issuance.
Landlord shall solicit competitive general contractor bids for the Fourth Amendment
Tenant Improvement work from at least 3 general contractors (the general contractor
selected to perform such work being the “ Contractor”). Within 15 Business Days of
having final plans and specifications, Landlord shall deliver to the District all of the general
contractor bid information received together with Landlord’s selection recommendation
for the District’s review. The general contractor recommended by Landlord shall be the
most responsive in terms of price and performance from among those general contractors
that submitted accurate and complete bid responses in accordance with all bid requirements
and instructions by Landlord. The District shall have 3 Business Days to review such
information and either accept Landlord’s recommendation without comment or present the
District’s questions and comments to Landlord. If the District presents questions and
comments to Landlord, Landlord and the District shall discuss the same for 1 Business
Day, provided that Landlord’s selection, after Landlord has acted in good faith in reviewing
and considering the District’s questions and comments, shall be final. Landlord shall then

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1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
notify such Contractor by the next Business Day of its selection. Subcontractors selected
by Landlord and Contractor shall be the most responsive in terms of price and performance
from among those s ubcontractors that submitted accurate and complete bid responses in
accordance with all bid requirements and instructions by Landlord. Landlord shall ensure
that the construction contract for the Fourth Amendment Tenant Improvements (the “ TI
Construction Contract”) will be a guaranteed maximum price construction contract or a
fixed price construction contract. Landlord shall ensure that the Contractor and any
subcontractors will construct the Fourth Amendment Tenant Improvements, and otherwise
perform all work associated with the Fourth Amendment Tenant Improvements, in
compliance with the TI Construction Contract, the f inal plans and s pecifications for the
Fourth Amendment Tenant Improvements, this Fourth Amendment and all applicable
Laws.
6.11 Deemed Approval of Proposed Budget and Proposed Schedule. In the event
that the District has not responded to Landlord within a time period specified in Section
6.10 above then Landlord shall have the right to deliver a notice to the District containing
the following language in at least 16 point, bold font and capital letters: “ THIS NOTICE
IS BEING DELIVERED PURSUANT TO THAT CERTAIN FOURTH
AMENDMENT TO IN-LEASE AGREEMENT WITH A FOURTH AMENDMENT
EFFECTIVE DATE OF _________ ___, 20___ PERTAINING TO YOUR LEASE
FOR PREMISES AT 1015 HALF STREET, SE IN WASHINGTON, DC. IF THE
DISTRICT FAILS TO PROVIDE TO LANDLORD WRITTEN APPROVAL OR
REASONABLE DETAILS AS TO THE DISTRICT’S OBJECTIONS TO THE
[PROPOSED BUDGET/PROPOSED SCHEDULE ] DELIVERED TO THE
DISTRICT ON _____________, 20 __, FOR WORK TO BE DONE AT THE
PREMISES WITHIN 3 BUSINESS DAYS OF THE DISTRICT’S RECEIPT OF
THIS NOTICE, THE DISTRICT WILL BE DEEMED TO HAVE APPROVED
SUCH BUDGET AND SCHEDULE ).” If the District fails to respond within such 3
Business Day period after receipt of such notice from Landlord, then the District shall be
deemed to have approved such applicable Budget or Schedule and they shall be deemed
to be the final plans and specifications.

6.12 Outside Delivery Date; District Delay . “ Fourth Amendment Tenant
Improvements Outside Delivery Date” means the date that is 60 days after the projected
Substantial Completion date set forth in the Preliminary Project Schedule (subject to any
IT/Security Delay and/or Long Lead Items) , as such projected date may be amended in
subsequent iterations of the project schedule approved in writing by the District. Subject
to Force Majeure Events and any Fourth Amendment District Delay, in the event that
Landlord does not Substantially Complete the Fourth Amendment Tenant Improvements
on or before the Fourth Amendment Tenant Improvements Outside Delivery Date, the
District shall be entitled to a credit against (a) with respect to the Expansion Premises, the
Extended Initial Term Annual Rental and Additional Rent, and (b) with respect to the
Refresh Premises, the Annual Rental and Additional Rent for the Refresh Premises for each
day beyond the Fourth Amendment Outside Delivery Date that the Fourth Amendment
Tenant Improvements have not been Substantially Completed. “ Fourth Amendment
District Delay ” means : ( x) the D istrict’s failure to respond, notify or take any action

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1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
otherwise required under this Fourth Amendment, (y) any material delay beyond the Fourth
Amendment Tenant Improvements Outside Delivery Date in the Substantial Completion
of the Fourth Amendment Tenant Improvements directly resulting or arising from or in
connection with any negligence or willful misconduct of the District or any of its
employees, officers, agents or contractors, as determined by the judgment of a court of
competent jurisdiction; and (z) any delay beyond the Fourth Amendment Tenant
Improvements Outside Delivery Date in the Substantial Completion of the Fourth
Amendment Tenant Improvements directly resulting or arising from or in connection with
a delay relating to an Fourth Amendment Change Order requested by the District.
6.13 Davis-Bacon.
(a) Any construction, alteration or repair work (including painting)
performed or caused to be performed within the Premises by Landlord under a construction
or other third party contract (“Premises Work”) shall be subject to the Davis -Bacon Act
(40 U.S.C. §§ 276a-276a-7) and Title 29 Code of Federal Regulations, attached hereto as
“Exhibit D” and made a part hereof (“Title 29 ”), as each may be amended from time to
time (the “DBA”). For the sake of clarity, this Section 6.13 is not applicable to any third
party contract for non -construction services (e.g., landscaping, cleaning, property
management and equipment maintenance). The definition of “Laws” under the Original
Lease is hereby amended to include the DBA. The DBA wage rates in effect for
Washington, D.C. as of January 10, 2025 are attached hereto as “Exhibit E” and made a
part hereof (the “DBA Wage Rates ”). In the event such attached DBA Wage Rates are
amended or replaced as of the Fourth Amendment Effective Date, Landlord shall notify
the District in writing and provide a copy of the wage rates in effect as of the Fourth
Amendment Date (the “Current Wage Rates”). The Current Wage Rates shall apply to
the Fourth Amendment Tenant Improvements work, and the wage rates applicable to any
future Premises Work shall be included in an amendment to the Lease setting forth the
conditions regarding such future work. At such time as any contractor performing Premises
Work, including the Contractor, as defined in Section 6.10 above (each, a “Premises Work
Contractor”) is preparing its contract with Landlord and its subcontractors, Landlord shall
cause the Premises Work Contractor to include the then applicable wage rates in its contract
and subcontracts (which as to the Fourth Amendment Tenant Improvements work shall be
the Current Wage Rates) . Landlord shall also cause the Premises Work Contractor to
comply with the regulations implementing the DBA and such regulations shall be
incorporated into the Premises Work Contractor’s contract, which in turn shall require the
inclusion of such regulations in all subcontracts. Landlord shall include or cause the
inclusion of the wage rate and regulations compliance requirements within any competitive
request for proposal, bid or similar issuance for contractors and subcontractors. The
Premises Work contracts and subcontracts shall require compliance with the record
keeping requirements of the DBA, including keeping payroll records for at least 3 years
from the date of completion of the contracts and subcontracts.

(b) Landlord shall deliver or cause the Premises Work Contractor to
deliver by email to PMDLeasePayrolls@dc.gov the following: (i) prior to the
commencement of any Premises Work, a list of all general contractors and subcontractors

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1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
to perform any Premises Work, and (ii) a copy of each construction contract and
subcontract within 5 Business Days of execution thereof. In addition, on a weekly basis,
Landlord shall deliver or cause the Premises Work Contractor to deliver by email to
PMDLeasePayrolls@dc.gov the following: (A) a list of the general contractors and
subcontractors who have performed any Premises Work during the applicable one week
period, and (B) a certified payroll statement for the applicable week from each general
contractor and subcontractor on such list. Each certified payroll statement shall be
delivered in pdf format and the name of each pdf shall identify the name of the contractor
or subcontractor, the applicable week of the certified payroll statement, the name of
Landlord and the address of the leased premises. All references in this paragraph to
subcontracts and subcontractors refer to all tiers of Premises Work. The District may
exercise any rights and avail itself of any remedies available to it under the DBA and related
acts in order to ensure compliance therewith.

ARTICLE 7 – MISCELLANEOUS PROVISIONS

7.1 Notices. The notice addresses for the Parties set forth in Section 24.2 of the
Base Lease are hereby amended as follows:

If to District: District of Columbia
Department of General Services
3924 Minnesota Avenue, NE, 6th Floor
Washington, D.C. 20019
Attention: Director

Email address: delano.hunter@dc.gov

With a copy to: District of Columbia
Department of General Services
3924 Minnesota Avenue, NE, 6th Floor
Washington, D.C. 20019
Attention: General Counsel

Email address: xavier.beltran@dc.gov

And, in the case of an alleged default by District, with a copy to:

Office of the Attorney General for the District of
Columbia
400 6th Street, NW
Washington, D.C. 20001
Attention: Deputy Attorney General, Commercial
Division

Email address: david.fisher@dc.gov

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1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
If to Landlord: HGIT 1015 Half Street LLC
c/o Hines
555 Thirteenth Street, NW, Suite 400 West
Washington, D.C. 20004
Attention: Andrew McGeorge

Email address: Andrew.Mcgeorge@hines.com

With a copy to: HGIT 1015 Half Street LLC
c/o Hines
845 Texas Avenue, Suite 3300
Houston, TX 77002
Attention: Corporate Counsel

7.2 Counterparts. This Fourth Amendment may be executed in several
counterparts each of which shall constitute an original, but both of which together shall
constitute one and the same instrument. Execution and delivery of this Fourth Amendment
by electronic o r facsimile signature (including without limitation by an e -mailed .pdf
document) shall be sufficient for all purposes, and shall be binding on the Parties hereto.

7.3 Binding; Choice of Law. This Fourth Amendment shall be (a) binding upon
and inure to the benefit of the Parties hereto and their respective representatives, successors
and permitted assigns, and (b) governed by, and construed in accordance with, the laws of
the District of Columbia, without regard to conflicts of law provisions.

7.4 Miscellaneous. The Parties, intending to be bound, acknowledge and agree
that: (a) the Lease contains and embodies the entire agreement of the Parties with respect
to the matters set forth herein, and supersedes and revokes any and all negotiations,
arrangements, letters of intent, representations, inducements or other agreements, oral or
in writing with respect to such matters; (b) no representations, inducements or agreements,
oral or in writing, between the Parties with respect to such matters, unless contained in this
Fourth Amendment, shall be of any force or effect; and (c) in the event of any conflict
between any terms of this Fourth Amendment and those of the Original Lease, the terms
of this Fourth Amendment shall control.

7.5 Absence of Interest . Landlord represents and warrants that no officer,
agent, employee, elected official or representative of the District of Columbia , including
of the Council of the District of Columbia, has received any payment or other consideration
for the making of the Lease, and that no such person has any interest, direct or indirect, in
the Lease, or the proceeds thereof or related thereto.

7.6 Authority. By executing this Fourth Amendment , Landlord represents to
the District that: (i) it is authorized to enter into, execute and deliver this Fourth
Amendment and perform its obligations hereunder; (ii) this Fourth Amendment is effective
and enforceable against Landlord in accordance with its terms; (iii) the person signing on
behalf Landlord is duly authorized to execute this Fourth Amendment and thereby bind

Page 17 of 33

1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
Landlord; (iv) no other signatures or approvals are necessary in order to make all of the
representations of Landlord contained in this Section true and correct in all material
respects; (v) Landlord is in good standing in the District of Columbia and shall remain so
for the term of the Lease; and (vi) Landlord is in compliance with all District of Columbia
laws and regulations applicable to Landlord, including but not limited to laws and
regulations pertaining to the District of Columbia Office of Tax and Revenue and the
District of Columbia Department of Employment Services, and shall remain so for the term
of the Lease.

7.7 Severability. Each provision of this Fourth Amendment shall be valid and
enforceable to the fullest extent permitted by law. If any provision of this Fourth
Amendment or the application thereof to any person or circumstance shall to any extent be
invalid or unenforceable, then such provision shall be deemed to be replaced by the valid
and enforceable provision most substantively similar to such invalid or unenforceable
provision, and the remainder of this Fourth Amendment and the application of such
provision to persons or circumstances other than those as to which it is invalid or
unenforceable shall not be affected thereby. Nothing contained in this Fourth Amendment
shall be construed as permitting Landlord to charge or receive interest in excess of the
maximum rate allowed by law.

7.8 No Partnership; No Third Party Beneficiaries. Nothing contained in the
Lease shall be deemed or construed to create a partnership or joint venture of or between
Landlord and the District, or to create any other relationship between the Parties hereto
other than that of landlord and tenant. Nothing contained in the Lease shall be deemed or
construed to create any third party beneficiaries. The only entities that the Parties intend
to be benefitted by the Lease are Landlord and the District.

7.9 Not a Contract for Goods or Services. The Lease is not intended to be, nor
shall it be deemed or construed to be a contract for goods or services. Nothing contained
in the Lease, and no future action or inaction by the District under the Lease, shall be
deemed or construed to mean that the District has contracted with Landlord to perform any
activity at the premises or the property that is not ancillary to the conveyance of an interest
in real property. Landlord expressly acknowledges that the District is prohibited by law
from entering into contracts for goods and services without following the procedures set
forth in the Procurement Practices Reform Act of 2010, D.C. Official Code § 2-351.01, et
seq., as may be amended from time to time, or any other applicable procurement authority.

7.10 The District’s Authority to Execute and Deliver this F ourth Amendment.
Landlord acknowledges that the execution of this F ourth Amendment by the District is
subject to authorization by the Council of the District of Columbia pursuant to Section 451
of the District of Columbia Home Rule Act (D.C. Official Code § 1-204.51 (2001)), as may
be amended from time to time.

7.11 Brokers. Landlord acknowledges and agrees that Landlord shall pay any
commission or fee due to Landlord’s broker, if any, pursuant to a separate agreement.
Landlord shall indemnify, defend, and hold the District harmless from and against any

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1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
damage, injury, loss or claim relating to any broker, finder or agent claiming through or
under Landlord with respect to this Amendment. Savills, Inc. (“Savills”) is recognized as
the exclusive broker representing the District in this proposed transaction. Upon full
execution and delivery to Landlord of this Fourth Amendment, Landlord shall compensate
Savills in an amount equal to 2.1% of the total Annual Rental over the Extended Initial
Term for the Original Premises less any rental abatement provided by Landlord plus the
total Annual Rental over the Expansion Premises Term for the Expansion Premises less
any rental abatement provided by Landlord pursuant and subject to a separate brokerage
agreement between Landlord and Savills.

Exhibits:

Exhibit A-1 – Extended Initial Term Original Premises Net Rental
Exhibit A-2 – Expansion Premises Term Net Rental
Exhibit B – Fourth Amendment Declaration of Delivery
Exhibit C – Fourth Amendment Declaration of Final Accounting
Exhibit D – Title 29 Code of Federal Regulations
Exhibit E – DBA Wage Rates

[Signature Pages and Exhibits Follow]
Page 19 of 33 1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
IN WITNESS WHEREOF, Landlord and the District have executed this Fourth Amendment as of the Fourth Amendment Effective Date.LANDLORD: HGIT 1015 HALF STREET LLC, a Delaware limited liability company [District’s Signature Page and Exhibits Follow]

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1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment

DISTRICT:

DISTRICT OF COLUMBIA, a municipal
corporation, by and through its Department
of General Services

By: ________________________________
Delano Hunter, Director

Approved as to Legal Sufficiency for the District of Columbia by:
Office of the General Counsel for the Department of General Services

By: _____________________________
Assistant General Counsel

[Exhibits Follow]

Page 21 of 33

1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
EXHIBIT A-1

Extended Initial Term Original Premises Net Rental Schedule

Page 22 of 33

1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
EXHIBIT A-2

Expansion Premises Term Net Rental Schedule

Page 23 of 33

1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment

EXHIBIT B

Form of Fourth Amendment Declaration of Delivery

FOURTH AMENDMENT DECLARATION OF DELIVERY FOR
[REFRESH PREMISES /EXPANSION PREMISES]
THIS FOURTH AMENDMENT DECLARATION OF DELIVERY FOR
[REFRESH PREMISES /EXPANSION PREMISES] (this “Declaration”), made effective
as of __________ ___, 202__ (the “Declaration Effective Date”), is entered into by and
between HGIT 1015 HALF STREET LLC , a Delaware limited liability company
(“Landlord”), and the DISTRICT OF COLUMBIA , a municipal corporation, acting by
and through its Department of General Services (the “ District”), pursuant to that certain
Fourth Amendment to In -Lease Agreement with a Fourth Amendment Effective Date of
________________ ___, 202__ (the “ Fourth Amendment”), which amends that certain
In-Lease Agreement with a Lease Commencement Date of July 17, 2017, as amended.
Capitalized terms used, but not defined, herein shall have the meanings ascribed to
them in the Fourth Amendment. Landlord and the District do hereby agree and confirm
that:
1. Landlord has Substantially Completed the Fourth Amendment Tenant
Improvements with respect to the [Refresh Premises / Expansion Premises]
in accordance with the Fourth Amendment, subject to any remaining Punch
List Items, if any, set forth in “Schedule 1” attached hereto and made a part
hereof; and
2. The date of Substantial Completion is _________ ___, 202__; and
3. [If applicable:] Landlord has delivered to the District a copy of the
certificate of occupancy for the [ Refresh Premises/Expansion Premises]
(which may be a temporary certificate of occupancy, provided that a final
certificate of occupancy is delivered to the District within 60 days).
[TWO SIGNATURE PAGES AND SCHEDULE FOLLOW]

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1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
IN WITNESS WHEREOF, Landlord and the District have caused their respective
duly authorized representative to execute and deliver this Declaration to be effective as of
the Declaration Effective Date.

LANDLORD:

HGIT 1015 HALF STREET LLC , a
Delaware limited liability company

By: ______________________________
Name: ______________________________
Title: ______________________________

[DISTRICT’S SIGNATURE PAGE AND SCHEDULE FOLLOW]

Page 25 of 33

1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment

DISTRICT:

DISTRICT OF COLUMBIA,
a municipal corporation, acting by and
though its Department of General Services

By: _____________________________
Name: _____________________________
Title: _____________________________

Approved as to Legal Sufficiency for the District of Columbia by:
The Office of the General Counsel for the Department of General Services

By:______________________________
[Senior/Assistant] General Counsel

[SCHEDULE FOLLOWS]

Page 26 of 33

1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
SCHEDULE 1

Punch List Items

[Attach, if any (separately paginated); or, state “N/A”]

Page 27 of 33

1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
EXHIBIT C

Form of Declaration of Final Accounting

DECLARATION OF FINAL ACCOUNTING FOR
[REFRESH PREMISES /EXPANSION PREMISES]
THIS DECLARATION OF FINAL ACCOUNTING FOR [ REFRESH
PREMISES /EXPANSION PREMISES] (this “ Declaration”), made effective as of
__________ ___, 202__ (the “ Declaration Effective Date”), is entered into by and
between HGIT 1015 HALF STREET LLC , a Delaware limited liability company
(“Landlord”), and the DISTRICT OF COLUMBIA , a municipal corporation, acting by
and through its Department of General Services (the “ District”), pursuant to that certain
Fourth Amendment to In -Lease Agreement with a Fourth Amendment Effective Date of
________________ ___, 202__ (the “ Fourth Amendment”), which amends that certain
Lease Agreement with a Lease Commencement Date of July 17, 2017, as amended.
Capitalized terms used, but not defined, herein shall have the meanings ascribed to
them in the Fourth Amendment. Landlord and the District do hereby agree and confirm
that:
1. Landlord and the District agree on the Final Accounting of the Fourth
Amendment TI Construction Costs with respect to the [Refresh Premises /
Expansion Premises], a copy of which is set forth in “Schedule 1” attached
hereto and made a part hereof.
2. The [Premises Refresh TI Allowance / Expansion Premises TI Allowance]
is in the total amount of $______________.
3. The total amount of the Fourth Amendment TI Construction Costs with
respect to the [Refresh Premises / Expansion Premises] is $___________.
[SELECT FROM AND COMPLETE THE FOLLOWING, AS
APPLICABLE:]

4. The total amount of Change Order Costs under the Fourth Amendment with
respect to the [ Refresh Premises/Expansion Premises] is
$_______________.

5. The total amount of Fourth Amendment Excess Costs with respect to the
[Refresh Premises / Expansion Premises] is $____________.

6. [With respect to the Expansion Premises] The District has previously
elected to apply [the total amount/a portion] of its Expansion Premises
Initial Landlord Credit, in the amount of [$_______], towards Excess Costs.
As a result, [$____] of the Expansion Premises Initial Landlord Credit
remains to be applied as a credit against Annual Rental for the Expansion

Page 28 of 33

1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
Premises commencing with the next installment of Annual Rental due after
the Declaration Effective Date.

7. [With respect to the Refresh Premises] The District has elected that
$______________ of the Fourth Amendment Excess Costs shall accrue
against the Additional TI Allowance pursuant to a District’s Acceptance(s),
and such amount shall add $____________ annually (i.e., $____________
monthly) of Additional Rent during the Extended Initial Term pursuant to
the Fourth Amendment.

8. The total amount of Excess Costs to be paid as Additional Rent in a lump
sum pursuant to the District’s Acceptance(s) is $______, which shall be
paid by the District as Additional Rent to Landlord with the next installment
of [Original Premises Annual Rental / Expansion Premises Annual Rental]
due after the Declaration Effective Date.

9. The [Premises Refresh TI Allowance / Expansion Premises TI Allowance]
exceeds the applicable Fourth Amendment TI Construction Costs by
$______. Pursuant to the Fourth Amendment, such amount is available to
the District as a rental abatement of Annual Rental and Additional Rent for
the [Original Premises/Expansion Premises] payable under the Lease, to be
applied to the next successive payment(s) of such Annual Rental and
Additional Rent due and payable by the District after the Declaration
Effective Date [If applicable: after exhaustion of the Expansion Premises
Initial Landlord Credit].

[TWO SIGNATURE PAGES AND SCHEDULE FOLLOW]

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1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
IN WITNESS WHEREOF, Landlord and the District have caused their respective
duly authorized representative to execute and deliver this Declaration to be effective as of
the Declaration Effective Date.

LANDLORD:

HGIT 1015 HALF STREET LLC , a
Delaware limited liability company

By: ______________________________
Name: ______________________________
Title: ______________________________

[DISTRICT’S SIGNATURE PAGE AND SCHEDULE FOLLOW]

Page 30 of 33

1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment

DISTRICT:

DISTRICT OF COLUMBIA,
a municipal corporation, acting by and
though its Department of General Services

By: _____________________________
Name: _____________________________
Title: _____________________________

Approved as to Legal Sufficiency for the District of Columbia by:
The Office of the General Counsel for the Department of General Services

By:______________________________
[Senior/Assistant] General Counsel

[SCHEDULE FOLLOWS]

Page 31 of 33

1015 Half Street SE (2017 Lease – DCHR BOE) – Fourth Amendment
SCHEDULE 1
(To Declaration of Final Accounting)

Fourth Amendment Final Accounting

[Attach]

P
age 32 of 33
1015 Half Street SE ( 2017 Lease – DCHR BOE) – Fourth Amendment
EXHIBIT D
Title 29 Code of Federal Regulations
[Please see attached (separately paginated)]
111
Office of the Secretary of Labor § 5.5
rate of costs to the contractor or sub-
contractor which may be reasonably
anticipated in providing bona fide
fringe benefits to laborers and mechan-
ics pursuant to an enforceable commit-
ment to carry out a financially respon-
sible plan of program, which was com-
municated in writing to the laborers
and mechanics affected. The fringe
benefits enumerated in the Davis-
Bacon Act include medical or hospital
care, pensions on retirement or death,
compensation for injuries or illness re-
sulting from occupational activity, or
insurance to provide any of the fore-
going; unemployment benefits; life in-
surance, disability insurance, sickness
insurance, or accident insurance; vaca-
tion or holiday pay; defraying costs of
apprenticeship or other similar pro-
grams; or other bona fide fringe bene-
fits. Fringe benefits do not include ben-
efits required by other Federal, State,
or local law.
(q) The term wage determination in-
cludes the original decision and any
subsequent decisions modifying, super-
seding, correcting, or otherwise chang-
ing the provisions of the original deci-
sion. The application of the wage deter-
mination shall be in accordance with
the provisions of § 1.6 of this title.
[48 FR 19541, Apr. 29, 1983, as amended at 48
FR 50313, Nov. 1, 1983; 55 FR 50149, Dec. 4,
1990; 57 FR 19206, May 4, 1992; 65 FR 69693,
Nov. 20, 2000; 65 FR 80278, Dec. 20, 2000]
§§ 5.3–5.4 [Reserved]
§ 5.5 Contract provisions and related
matters.
(a) The Agency head shall cause or
require the contracting officer to in-
sert in full in any contract in excess of
$2,000 which is entered into for the ac-
tual construction, alteration and/or re-
pair, including painting and deco-
rating, of a public building or public
work, or building or work financed in
whole or in part from Federal funds or
in accordance with guarantees of a
Federal agency or financed from funds
obtained by pledge of any contract of a
Federal agency to make a loan, grant
or annual contribution (except where a
different meaning is expressly indi-
cated), and which is subject to the
labor standards provisions of any of the
acts listed in § 5.1, the following clauses
(or any modifications thereof to meet
the particular needs of the agency, Pro-
vided, That such modifications are first
approved by the Department of Labor):
(1) Minimum wages. (i) All laborers
and mechanics employed or working
upon the site of the work (or under the
United States Housing Act of 1937 or
under the Housing Act of 1949 in the
construction or development of the
project), will be paid unconditionally
and not less often than once a week,
and without subsequent deduction or
rebate on any account (except such
payroll deductions as are permitted by
regulations issued by the Secretary of
Labor under the Copeland Act (29 CFR
part 3)), the full amount of wages and
bona fide fringe benefits (or cash
equivalents thereof) due at time of
payment computed at rates not less
than those contained in the wage de-
termination of the Secretary of Labor
which is attached hereto and made a
part hereof, regardless of any contrac-
tual relationship which may be alleged
to exist between the contractor and
such laborers and mechanics.
Contributions made or costs reason-
ably anticipated for bona fide fringe
benefits under section 1(b)(2) of the
Davis-Bacon Act on behalf of laborers
or mechanics are considered wages paid
to such laborers or mechanics, subject
to the provisions of paragraph (a)(1)(iv)
of this section; also, regular contribu-
tions made or costs incurred for more
than a weekly period (but not less
often than quarterly) under plans,
funds, or programs which cover the
particular weekly period, are deemed
to be constructively made or incurred
during such weekly period. Such labor-
ers and mechanics shall be paid the ap-
propriate wage rate and fringe benefits
on the wage determination for the clas-
sification of work actually performed,
without regard to skill, except as pro-
vided in § 5.5(a)(4). Laborers or mechan-
ics performing work in more than one
classification may be compensated at
the rate specified for each classifica-
tion for the time actually worked
therein: Provided, That the employer’s
payroll records accurately set forth the
time spent in each classification in
which work is performed. The wage de-
termination (including any additional
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112
29 CFR Subtitle A (7–1–03 Edition)§ 5.5
classification and wage rates con-
formed under paragraph (a)(1)(ii) of
this section) and the Davis-Bacon post-
er (WH–1321) shall be posted at all
times by the contractor and its sub-
contractors at the site of the work in a
prominent and accessible place where
it can be easily seen by the workers.
(ii)(A) The contracting officer shall
require that any class of laborers or
mechanics, including helpers, which is
not listed in the wage determination
and which is to be employed under the
contract shall be classified in conform-
ance with the wage determination. The
contracting officer shall approve an ad-
ditional classification and wage rate
and fringe benefits therefore only when
the following criteria have been met:
(1) The work to be performed by the
classification requested is not per-
formed by a classification in the wage
determination; and
(2) The classification is utilized in
the area by the construction industry;
and
(3) The proposed wage rate, including
any bona fide fringe benefits, bears a
reasonable relationship to the wage
rates contained in the wage determina-
tion.
(B) If the contractor and the laborers
and mechanics to be employed in the
classification (if known), or their rep-
resentatives, and the contracting offi-
cer agree on the classification and
wage rate (including the amount des-
ignated for fringe benefits where appro-
priate), a report of the action taken
shall be sent by the contracting officer
to the Administrator of the Wage and
Hour Division, Employment Standards
Administration, U.S. Department of
Labor, Washington, DC 20210. The Ad-
ministrator, or an authorized rep-
resentative, will approve, modify, or
disapprove every additional classifica-
tion action within 30 days of receipt
and so advise the contracting officer or
will notify the contracting officer
within the 30-day period that addi-
tional time is necessary.
(C) In the event the contractor, the
laborers or mechanics to be employed
in the classification or their represent-
atives, and the contracting officer do
not agree on the proposed classifica-
tion and wage rate (including the
amount designated for fringe benefits,
where appropriate), the contracting of-
ficer shall refer the questions, includ-
ing the views of all interested parties
and the recommendation of the con-
tracting officer, to the Administrator
for determination. The Administrator,
or an authorized representative, will
issue a determination within 30 days of
receipt and so advise the contracting
officer or will notify the contracting
officer within the 30-day period that
additional time is necessary.
(D) The wage rate (including fringe
benefits where appropriate) determined
pursuant to paragraphs (a)(1)(ii) (B) or
(C) of this section, shall be paid to all
workers performing work in the classi-
fication under this contract from the
first day on which work is performed in
the classification.
(iii) Whenever the minimum wage
rate prescribed in the contract for a
class of laborers or mechanics includes
a fringe benefit which is not expressed
as an hourly rate, the contractor shall
either pay the benefit as stated in the
wage determination or shall pay an-
other bona fide fringe benefit or an
hourly cash equivalent thereof.
(iv) If the contractor does not make
payments to a trustee or other third
person, the contractor may consider as
part of the wages of any laborer or me-
chanic the amount of any costs reason-
ably anticipated in providing bona fide
fringe benefits under a plan or pro-
gram, Provided, That the Secretary of
Labor has found, upon the written re-
quest of the contractor, that the appli-
cable standards of the Davis-Bacon Act
have been met. The Secretary of Labor
may require the contractor to set aside
in a separate account assets for the
meeting of obligations under the plan
or program.
(2) Withholding. The (write in name of
Federal Agency or the loan or grant re-
cipient) shall upon its own action or
upon written request of an authorized
representative of the Department of
Labor withhold or cause to be withheld
from the contractor under this con-
tract or any other Federal contract
with the same prime contractor, or any
other federally-assisted contract sub-
ject to Davis-Bacon prevailing wage re-
quirements, which is held by the same
prime contractor, so much of the ac-
crued payments or advances as may be
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113
Office of the Secretary of Labor § 5.5
considered necessary to pay laborers
and mechanics, including apprentices,
trainees, and helpers, employed by the
contractor or any subcontractor the
full amount of wages required by the
contract. In the event of failure to pay
any laborer or mechanic, including any
apprentice, trainee, or helper, em-
ployed or working on the site of the
work (or under the United States Hous-
ing Act of 1937 or under the Housing
Act of 1949 in the construction or de-
velopment of the project), all or part of
the wages required by the contract, the
(Agency) may, after written notice to
the contractor, sponsor, applicant, or
owner, take such action as may be nec-
essary to cause the suspension of any
further payment, advance, or guar-
antee of funds until such violations
have ceased.
(3) Payrolls and basic records. (i) Pay-
rolls and basic records relating thereto
shall be maintained by the contractor
during the course of the work and pre-
served for a period of three years there-
after for all laborers and mechanics
working at the site of the work (or
under the United States Housing Act of
1937, or under the Housing Act of 1949,
in the construction or development of
the project). Such records shall contain
the name, address, and social security
number of each such worker, his or her
correct classification, hourly rates of
wages paid (including rates of contribu-
tions or costs anticipated for bona fide
fringe benefits or cash equivalents
thereof of the types described in sec-
tion 1(b)(2)(B) of the Davis-Bacon Act),
daily and weekly number of hours
worked, deductions made and actual
wages paid. Whenever the Secretary of
Labor has found under 29 CFR
5.5(a)(1)(iv) that the wages of any la-
borer or mechanic include the amount
of any costs reasonably anticipated in
providing benefits under a plan or pro-
gram described in section 1(b)(2)(B) of
the Davis-Bacon Act, the contractor
shall maintain records which show that
the commitment to provide such bene-
fits is enforceable, that the plan or pro-
gram is financially responsible, and
that the plan or program has been com-
municated in writing to the laborers or
mechanics affected, and records which
show the costs anticipated or the ac-
tual cost incurred in providing such
benefits. Contractors employing ap-
prentices or trainees under approved
programs shall maintain written evi-
dence of the registration of apprentice-
ship programs and certification of
trainee programs, the registration of
the apprentices and trainees, and the
ratios and wage rates prescribed in the
applicable programs.
(ii)(A) The contractor shall submit
weekly for each week in which any
contract work is performed a copy of
all payrolls to the (write in name of ap-
propriate Federal agency) if the agency
is a party to the contract, but if the
agency is not such a party, the con-
tractor will submit the payrolls to the
applicant, sponsor, or owner, as the
case may be, for transmission to the
(write in name of agency). The payrolls
submitted shall set out accurately and
completely all of the information re-
quired to be maintained under
§ 5.5(a)(3)(i) of Regulations, 29 CFR part
5. This information may be submitted
in any form desired. Optional Form
WH–347 is available for this purpose
and may be purchased from the Super-
intendent of Documents (Federal Stock
Number 029–005–00014–1), U.S. Govern-
ment Printing Office, Washington, DC
20402. The prime contractor is respon-
sible for the submission of copies of
payrolls by all subcontractors.
(B) Each payroll submitted shall be
accompanied by a ‘‘Statement of Com-
pliance,’’ signed by the contractor or
subcontractor or his or her agent who
pays or supervises the payment of the
persons employed under the contract
and shall certify the following:
(1) That the payroll for the payroll
period contains the information re-
quired to be maintained under
§ 5.5(a)(3)(i) of Regulations, 29 CFR part
5 and that such information is correct
and complete;
(2) That each laborer or mechanic
(including each helper, apprentice, and
trainee) employed on the contract dur-
ing the payroll period has been paid the
full weekly wages earned, without re-
bate, either directly or indirectly, and
that no deductions have been made ei-
ther directly or indirectly from the full
wages earned, other than permissible
deductions as set forth in Regulations,
29 CFR part 3;
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114
29 CFR Subtitle A (7–1–03 Edition)§ 5.5
(3) That each laborer or mechanic has
been paid not less than the applicable
wage rates and fringe benefits or cash
equivalents for the classification of
work performed, as specified in the ap-
plicable wage determination incor-
porated into the contract.
(C) The weekly submission of a prop-
erly executed certification set forth on
the reverse side of Optional Form WH–
347 shall satisfy the requirement for
submission of the ‘‘Statement of Com-
pliance’’ required by paragraph
(a)(3)(ii)(B) of this section.
(D) The falsification of any of the
above certifications may subject the
contractor or subcontractor to civil or
criminal prosecution under section 1001
of title 18 and section 231 of title 31 of
the United States Code.
(iii) The contractor or subcontractor
shall make the records required under
paragraph (a)(3)(i) of this section avail-
able for inspection, copying, or tran-
scription by authorized representatives
of the (write the name of the agency)
or the Department of Labor, and shall
permit such representatives to inter-
view employees during working hours
on the job. If the contractor or subcon-
tractor fails to submit the required
records or to make them available, the
Federal agency may, after written no-
tice to the contractor, sponsor, appli-
cant, or owner, take such action as
may be necessary to cause the suspen-
sion of any further payment, advance,
or guarantee of funds. Furthermore,
failure to submit the required records
upon request or to make such records
available may be grounds for debar-
ment action pursuant to 29 CFR 5.12.
(4) Apprentices and trainees—(i) Ap-
prentices. Apprentices will be permitted
to work at less than the predetermined
rate for the work they performed when
they are employed pursuant to and in-
dividually registered in a bona fide ap-
prenticeship program registered with
the U.S. Department of Labor, Employ-
ment and Training Administration, Of-
fice of Apprenticeship Training, Em-
ployer and Labor Services, or with a
State Apprenticeship Agency recog-
nized by the Office, or if a person is em-
ployed in his or her first 90 days of pro-
bationary employment as an appren-
tice in such an apprenticeship program,
who is not individually registered in
the program, but who has been cer-
tified by the Office of Apprenticeship
Training, Employer and Labor Services
or a State Apprenticeship Agency
(where appropriate) to be eligible for
probationary employment as an ap-
prentice. The allowable ratio of ap-
prentices to journeymen on the job site
in any craft classification shall not be
greater than the ratio permitted to the
contractor as to the entire work force
under the registered program. Any
worker listed on a payroll at an ap-
prentice wage rate, who is not reg-
istered or otherwise employed as stated
above, shall be paid not less than the
applicable wage rate on the wage deter-
mination for the classification of work
actually performed. In addition, any
apprentice performing work on the job
site in excess of the ratio permitted
under the registered program shall be
paid not less than the applicable wage
rate on the wage determination for the
work actually performed. Where a con-
tractor is performing construction on a
project in a locality other than that in
which its program is registered, the ra-
tios and wage rates (expressed in per-
centages of the journeyman’s hourly
rate) specified in the contractor’s or
subcontractor’s registered program
shall be observed. Every apprentice
must be paid at not less than the rate
specified in the registered program for
the apprentice’s level of progress, ex-
pressed as a percentage of the journey-
men hourly rate specified in the appli-
cable wage determination. Apprentices
shall be paid fringe benefits in accord-
ance with the provisions of the appren-
ticeship program. If the apprenticeship
program does not specify fringe bene-
fits, apprentices must be paid the full
amount of fringe benefits listed on the
wage determination for the applicable
classification. If the Administrator de-
termines that a different practice pre-
vails for the applicable apprentice clas-
sification, fringes shall be paid in ac-
cordance with that determination. In
the event the Office of Apprenticeship
Training, Employer and Labor Serv-
ices, or a State Apprenticeship Agency
recognized by the Office, withdraws ap-
proval of an apprenticeship program,
the contractor will no longer be per-
mitted to utilize apprentices at less
than the applicable predetermined rate
VerDate Jan<31>2003 04:20 Jul 12, 2003 Jkt 200105 PO 00000 Frm 00114 Fmt 8010 Sfmt 8010 Y:\SGML\200105T.XXX 200105T
115
Office of the Secretary of Labor § 5.5
for the work performed until an accept-
able program is approved.
(ii) Trainees. Except as provided in 29
CFR 5.16, trainees will not be per-
mitted to work at less than the pre-
determined rate for the work per-
formed unless they are employed pur-
suant to and individually registered in
a program which has received prior ap-
proval, evidenced by formal certifi-
cation by the U.S. Department of
Labor, Employment and Training Ad-
ministration. The ratio of trainees to
journeymen on the job site shall not be
greater than permitted under the plan
approved by the Employment and
Training Administration. Every train-
ee must be paid at not less than the
rate specified in the approved program
for the trainee’s level of progress, ex-
pressed as a percentage of the journey-
man hourly rate specified in the appli-
cable wage determination. Trainees
shall be paid fringe benefits in accord-
ance with the provisions of the trainee
program. If the trainee program does
not mention fringe benefits, trainees
shall be paid the full amount of fringe
benefits listed on the wage determina-
tion unless the Administrator of the
Wage and Hour Division determines
that there is an apprenticeship pro-
gram associated with the cor-
responding journeyman wage rate on
the wage determination which provides
for less than full fringe benefits for ap-
prentices. Any employee listed on the
payroll at a trainee rate who is not
registered and participating in a train-
ing plan approved by the Employment
and Training Administration shall be
paid not less than the applicable wage
rate on the wage determination for the
classification of work actually per-
formed. In addition, any trainee per-
forming work on the job site in excess
of the ratio permitted under the reg-
istered program shall be paid not less
than the applicable wage rate on the
wage determination for the work actu-
ally performed. In the event the Em-
ployment and Training Administration
withdraws approval of a training pro-
gram, the contractor will no longer be
permitted to utilize trainees at less
than the applicable predetermined rate
for the work performed until an accept-
able program is approved.
(iii) Equal employment opportunity.
The utilization of apprentices, trainees
and journeymen under this part shall
be in conformity with the equal em-
ployment opportunity requirements of
Executive Order 11246, as amended, and
29 CFR part 30.
(5) Compliance with Copeland Act re-
quirements. The contractor shall com-
ply with the requirements of 29 CFR
part 3, which are incorporated by ref-
erence in this contract.
(6) Subcontracts. The contractor or
subcontractor shall insert in any sub-
contracts the clauses contained in 29
CFR 5.5(a)(1) through (10) and such
other clauses as the (write in the name
of the Federal agency) may by appro-
priate instructions require, and also a
clause requiring the subcontractors to
include these clauses in any lower tier
subcontracts. The prime contractor
shall be responsible for the compliance
by any subcontractor or lower tier sub-
contractor with all the contract
clauses in 29 CFR 5.5.
(7) Contract termination: debarment. A
breach of the contract clauses in 29
CFR 5.5 may be grounds for termi-
nation of the contract, and for debar-
ment as a contractor and a subcon-
tractor as provided in 29 CFR 5.12.
(8) Compliance with Davis-Bacon and
Related Act requirements. All rulings and
interpretations of the Davis-Bacon and
Related Acts contained in 29 CFR parts
1, 3, and 5 are herein incorporated by
reference in this contract.
(9) Disputes concerning labor standards.
Disputes arising out of the labor stand-
ards provisions of this contract shall
not be subject to the general disputes
clause of this contract. Such disputes
shall be resolved in accordance with
the procedures of the Department of
Labor set forth in 29 CFR parts 5, 6,
and 7. Disputes within the meaning of
this clause include disputes between
the contractor (or any of its sub-
contractors) and the contracting agen-
cy, the U.S. Department of Labor, or
the employees or their representatives.
(10) Certification of eligibility. (i) By
entering into this contract, the con-
tractor certifies that neither it (nor he
or she) nor any person or firm who has
an interest in the contractor’s firm is a
person or firm ineligible to be awarded
VerDate Jan<31>2003 04:20 Jul 12, 2003 Jkt 200105 PO 00000 Frm 00115 Fmt 8010 Sfmt 8010 Y:\SGML\200105T.XXX 200105T
116
29 CFR Subtitle A (7–1–03 Edition)§ 5.5
Government contracts by virtue of sec-
tion 3(a) of the Davis-Bacon Act or 29
CFR 5.12(a)(1).
(ii) No part of this contract shall be
subcontracted to any person or firm in-
eligible for award of a Government
contract by virtue of section 3(a) of the
Davis-Bacon Act or 29 CFR 5.12(a)(1).
(iii) The penalty for making false
statements is prescribed in the U.S.
Criminal Code, 18 U.S.C. 1001.
(b) Contract Work Hours and Safety
Standards Act. The Agency Head shall
cause or require the contracting officer
to insert the following clauses set forth
in paragraphs (b)(1), (2), (3), and (4) of
this section in full in any contract in
an amount in excess of $100,000 and sub-
ject to the overtime provisions of the
Contract Work Hours and Safety
Standards Act. These clauses shall be
inserted in addition to the clauses re-
quired by § 5.5(a) or 4.6 of part 4 of this
title. As used in this paragraph, the
terms laborers and mechanics include
watchmen and guards.
(1) Overtime requirements. No con-
tractor or subcontractor contracting
for any part of the conract work which
may require or involve the employ-
ment of laborers or mechanics shall re-
quire or permit any such laborer or me-
chanic in any workweek in which he or
she is employed on such work to work
in excess of forty hours in such work-
week unless such laborer or mechanic
receives compensation at a rate not
less than one and one-half times the
basic rate of pay for all hours worked
in excess of forty hours in such work-
week.
(2) Violation; liability for unpaid wages;
liquidated damages. In the event of any
violation of the clause set forth in
paragraph (b)(1) of this section the con-
tractor and any subcontractor respon-
sible therefor shall be liable for the un-
paid wages. In addition, such con-
tractor and subcontractor shall be lia-
ble to the United States (in the case of
work done under contract for the Dis-
trict of Columbia or a territory, to
such District or to such territory), for
liquidated damages. Such liquidated
damages shall be computed with re-
spect to each individual laborer or me-
chanic, including watchmen and
guards, employed in violation of the
clause set forth in paragraph (b)(1) of
this section, in the sum of $10 for each
calendar day on which such individual
was required or permitted to work in
excess of the standard workweek of
forty hours without payment of the
overtime wages required by the clause
set forth in paragraph (b)(1) of this sec-
tion.
(3) Withholding for unpaid wages and
liquidated damages. The (write in the
name of the Federal agency or the loan
or grant recipient) shall upon its own
action or upon written request of an
authorized representative of the De-
partment of Labor withhold or cause to
be withheld, from any moneys payable
on account of work performed by the
contractor or subcontractor under any
such contract or any other Federal
contract with the same prime con-
tractor, or any other federally-assisted
contract subject to the Contract Work
Hours and Safety Standards Act, which
is held by the same prime contractor,
such sums as may be determined to be
necessary to satisfy any liabilities of
such contractor or subcontractor for
unpaid wages and liquidated damages
as provided in the clause set forth in
paragraph (b)(2) of this section.
(4) Subcontracts. The contractor or
subcontractor shall insert in any sub-
contracts the clauses set forth in para-
graph (b)(1) through (4) of this section
and also a clause requiring the sub-
contractors to include these clauses in
any lower tier subcontracts. The prime
contractor shall be responsible for
compliance by any subcontractor or
lower tier subcontractor with the
clauses set forth in paragraphs (b)(1)
through (4) of this section.
(c) In addition to the clauses con-
tained in paragraph (b), in any con-
tract subject only to the Contract
Work Hours and Safety Standards Act
and not to any of the other statutes
cited in § 5.1, the Agency Head shall
cause or require the contracting officer
to insert a clause requiring that the
contractor or subcontractor shall
maintain payrolls and basic payroll
records during the course of the work
and shall preserve them for a period of
three years from the completion of the
contract for all laborers and mechan-
ics, including guards and watchmen,
working on the contract. Such records
shall contain the name and address of
VerDate Jan<31>2003 04:20 Jul 12, 2003 Jkt 200105 PO 00000 Frm 00116 Fmt 8010 Sfmt 8010 Y:\SGML\200105T.XXX 200105T
117
Office of the Secretary of Labor § 5.6
each such employee, social security
number, correct classifications, hourly
rates of wages paid, daily and weekly
number of hours worked, deductions
made, and actual wages paid. Further,
the Agency Head shall cause or require
the contracting officer to insert in any
such contract a clause providing that
the records to be maintained under this
paragraph shall be made available by
the contractor or subcontractor for in-
spection, copying, or transcription by
authorized representatives of the
(write the name of agency) and the De-
partment of Labor, and the contractor
or subcontractor will permit such rep-
resentatives to interview employees
during working hours on the job.
(The information collection, recordkeeping,
and reporting requirements contained in the
following paragraphs of this section were ap-
proved by the Office of Management and
Budget:
Paragraph OMB Con-
trol Number
(a)(1)(ii)(B) ......................................................... 1215–0140
(a)(1)(ii)(C) ......................................................... 1215–0140
(a)(1)(iv) ............................................................. 1215–0140
(a)(3)(i) ............................................................... 1215–0140,
1215–0017
(a)(3)(ii)(A) ......................................................... 1215–0149
(c) ....................................................................... 1215–0140,
1215–0017
[48 FR 19540, Apr. 29, 1983, as amended at 51
FR 12265, Apr. 9, 1986; 55 FR 50150, Dec. 4,
1990; 57 FR 28776, June 26, 1992; 58 FR 58955,
Nov. 5, 1993; 61 FR 40716, Aug. 5, 1996; 65 FR
69693, Nov. 20, 2000]
EFFECTIVE DATE NOTE: At 58 FR 58955, Nov.
5, 1993, § 5.5 was amended by suspending para-
graph (a)(1)(ii) indefinitely.
§ 5.6 Enforcement.
(a)(1) It shall be the responsibility of
the Federal agency to ascertain wheth-
er the clauses required by § 5.5 have
been inserted in the contracts subject
to the labor standards provisions of the
Acts contained in § 5.1. Agencies which
do not directly enter into such con-
tracts shall promulgate the necessary
regulations or procedures to require
the recipient of the Federal assistance
to insert in its contracts the provisions
of § 5.5. No payment, advance, grant,
loan, or guarantee of funds shall be ap-
proved by the Federal agency unless
the agency insures that the clauses re-
quired by § 5.5 and the appropriate wage
determination of the Secretary of
Labor are contained in such contracts.
Furthermore, no payment, advance,
grant, loan, or guarantee of funds shall
be approved by the Federal agency
after the beginning of construction un-
less there is on file with the agency a
certification by the contractor that the
contractor and its subcontractors have
complied with the provisions of § 5.5 or
unless there is on file with the agency
a certification by the contractor that
there is a substantial dispute with re-
spect to the required provisions.
(2) Payrolls and Statements of Com-
pliance submitted pursuant to
§ 5.5(a)(3)(ii) shall be preserved by the
Federal agency for a period of 3 years
from the date of completion of the con-
tract and shall be produced at the re-
quest of the Department of Labor at
any time during the 3-year period.
(3) The Federal agency shall cause
such investigations to be made as may
be necessary to assure compliance with
the labor standards clauses required by
§ 5.5 and the applicable statutes listed
in § 5.1. Investigations shall be made of
all contracts with such frequency as
may be necessary to assure compli-
ance. Such investigations shall include
interviews with employees, which shall
be taken in confidence, and examina-
tions of payroll data and evidence of
registration and certification with re-
spect to apprenticeship and training
plans. In making such examinations,
particular care shall be taken to deter-
mine the correctness of classifications
and to determine whether there is a
disproportionate employment of labor-
ers and of apprentices or trainees reg-
istered in approved programs. Such in-
vestigations shall also include evidence
of fringe benefit plans and payments
thereunder. Complaints of alleged vio-
lations shall be given priority.
(4) In accordance with normal oper-
ating procedures, the contracting agen-
cy may be furnished various investiga-
tory material from the investigation
files of the Department of Labor. None
of the material, other than computa-
tions of back wages and liquidated
damages and the summary of back
wages due, may be disclosed in any
manner to anyone other than Federal
officials charged with administering
VerDate Jan<31>2003 04:20 Jul 12, 2003 Jkt 200105 PO 00000 Frm 00117 Fmt 8010 Sfmt 8010 Y:\SGML\200105T.XXX 200105T
P
age 33 of 33
1015 Half Street SE ( 2017 Lease – DCHR BOE) – Fourth Amendment
EXHIBIT E
DBA Wage Rates
[Please see attached (separately paginated)]
"GeneralDecisionNumber:DC2@25@002@1/1¢/2025
SupersededGeneralDecisionNumber:DC20240002
State:DistrictofColumbia
ConstructionType:Building
County:Districtof ColumbiaStatewide.
BUILDINGCONSTRUCTIONPROJECTS(doesnotincludesinglefamilyhomesorapartmentsuptoandincluding4 stories).
Note:ContractssubjecttotheDavis-BaconActaregenerallyrequiredtopayatleasttheapplicableminimumwageraterequiredunderExecutiveOrder14026orExecutiveOrder13658.PleasenotethattheseExecutiveOrdersapplytocoveredcontractsenteredintobythefederalgovernmentthataresubjecttotheDavis-BaconActitself,butdonotapplytocontractssubjectonlytotheDavis-BaconRelatedActs,includingthosesetforthat29CFR5.1(a)(1).
[Ifthe contractis entered|iintoonorafterJanuary30,|2022,orthecontractis[renewedorextended(e.g.,anJoptionisexercised)onorlafterJanuary30,2022:
|TFthecontractwasawardedonJorbetweenJanuary1,2015and]IJanuary29,2022,andthe[contractisnotrenewedorlextendedon or afterJanuary[3e,2022:
+ ExecutiveOrder14026generallyappliestothecontract.+Thecontractormustpayallcoveredworkersatleast$17.75perhour(ortheapplicablewageratelistedonthiswagedetermination,ifitishigher)forallhoursspentperformingonthecontractin2025.
> ExecutiveOrder13658generallyappliestothecontract.-Thecontractormustpayallcoveredworkersatleast$13.30perhour(ortheapplicablewageratelistedonthiswagedetermination,ifitishigher)forallhoursspentperformingon
I
I
I
I
I
I
|
|
||
I
I
|
|
||
I
|
|
||
I
|thatcontractin 2025. |
|
TheapplicableExecutiveOrderminimumwageratewillbeadjustedannually.IfthiscontractiscoveredbyoneoftheExecutiveOrdersanda classificationconsiderednecessaryforperformanceofworkonthecontractdoesnotappearonthiswagedetermination,thecontractormuststillsubmitaconformancerequest.
AdditionalinformationoncontractorrequirementsandworkerprotectionsundertheExecutiveOrdersisavailableathttp://www.dol.gov/whd/govcontracts..
ModificationNumbere1
PublicationDate01/23/202501/10/2025
* ASBEQ024-00710/01/2024
Rates Fringes
ASBESTOSWORKER/HEAT& FROSTINSULATOR.....++ seee$40.77 20.1748

Includestheapplicationofallinsulatingmaterials,protectivecoverings,coatingsandfinishestoalltypesofmechanicalsystems
a.PAIDHOLIDAYS:NewYear'sDay,MartinLutherKingDay,MemorialDay,IndependenceDay,LaborDay,Veterans’Day,ThanksgivingDay,thedayafterThanksgivingandChristmasDayprovidedtheemployeeworkstheregularworkdaybeforeandafterthepaidholiday.

* ASBE@@24-00810/01/2024
Rates Fringes
ASBESTOSWORKER:HAZARDOUSMATERIALHANDLER. ++$24.46 10.19+a
Includespreparation,wetting,stripping,removal,scrapping,vacuuming,bagginganddisposingofallinsulationmaterials,whethertheycontainasbestosornot,frommechanicalsystems
a.PAIDHOLIDAYS:NewYear'sDay,MartinLutherKingDay,MemorialDay,IndependenceDay,LaborDay,Veterans’Day,‘ThanksgivingDay,thedayafterThanksgivingandChristmasDayprovidedtheemployeeworkstheregularworkdaybeforeandafterthepaidholiday.

* ASBEQ@24-01410/01/2024
Rates Fringes
FIRESTOPPER.«...+eeeeeeeeeeeeee+$30-22 10.4344
Includestheapplicationofmaterialsordeviceswithinoraroundpenetrationsandopeningsinallratedwallorfloorassemblies,inordertopreventthepasageoffire,smokeofothergases.Theapplicationincludesallcomponentsinvolvedincreatingtheratedbarrieratperimeterslabedgesandexteriorcavities,theheadofgypsumboardorconcretewalls,jointsbetweenratedwallorfloorcomponents,sealingofpenetratingitemsandblankopenings.
a.PAIDHOLIDAYS:NewYear'sDay,MartinLutherKingDay,MemorialDay,IndependenceDay,LaborDay,Veterans’Day,ThanksgivingDay,thedayafterThanksgivingandChristmasDayprovidedtheemployeeworkstheregularworkdaybeforeandafterthepaidholiday.

BRDC@001-20204/28/2024
Rates Fringes
BRICKLAYER -$37.50 14.38

CARP@197-01105/01/2024
Rates Fringes
CARPENTER,IncludesDrywallHanging,FormWork,andSoftFloorLaying-Carpet. -$34.41 14.33

CARP@219-@0105/01/2024
Rates Fringes
MILLWRIGHT...... seee$38.61 16.89

CARPO474-00605/01/2024
Rates Fringes
PILEDRIVERMAN....-+ seeeeeeeeeeee$36-60 14.47

ELECO@26-01606/05/2023
Rates Fringes
ELECTRICIAN,IncludesInstallationofHVAC/TemperatureControls........$53-00 21.35

* ELEC0026-01709/02/2024
Rates Fringes
ELECTRICALINSTALLER(Sound& CommunicationSystems).........$32.60 12.92

SCOPEOFWORK:Includeslowvoltageconstruction,installation,maintenanceandremovalofteledatafacilities(voice,dataandvideo)includingoutsideplant,telephoneanddatainsidewire,interconnect,terminalequipment,centraloffices,PABX,fiberopticcableandequipment,railroadcommunications,microwaves,VSAT,bypass,CATV,WAN(Wideareanetworks),LAN(Localareanetworks)andISDN(Integratedsystemsdigitalnetwork).
WORKEXCLUDED:Theinstallationofcomputersystemsinindustrialapplicationssuchasassemblylines,roboticsandcomputercontrollermanufacturingsystems.Theinstallationofconduitand/orracewaysshallbeinstalledbyInsideWiremen.OnsiteswherethereisnoInsideWiremanemployed,theTeledataTechnicianmayinstallracewayorconduitnotgreaterthan1@feet.Firealarmworkisexcludedonallnewconstructionsitesorwherever‘thefirealarmsystemisinstalledinconduit.AllHVACcontrolwork.

ELEVoe10-00101/01/2024
Rates Fringes
ELEVATORMECHANIC... ceeeee$54.77 37.885+atb
a.PAIDHOLIDAYS:NewYear'sDay,MemorialDay,IndependenceDay,LaborDay,Veterans’Day,ThanksgivingDay,Christmas
DayandtheFridayafterThanksgiving.
b.VACATIONS:Employercontributes8%ofbasichourlyratefor5 yearsormoreofservice;6%ofbasichourlyratefor6 monthsto5 yearsofserviceasvacationpaycredit.

IRONO@OS-02506/81/2024
Rates Fringes
TRONWORKER,STRUCTURALAND‘ORNAMENTAL. -$37.86 25.86

IRONO@O5S-01205/01/2024
Rates Fringes
TRONWORKER,REINFORCING. -$31.88 23.78
Lag09e11-08906/01/2023
Rates Fringes
LABORER:Skilled.........++$28.95 7.70
FOOTNOTE:Potmen,powertooloperator,smallmachineoperator,signalmen,laserbeamoperator,waterproofer
(excludingroofing),opencaisson,testpit,underpinning,pierholeandditches,laggersandallworkassociatedwithlaggingthatisnotexpresslystated,strippers,operatorofhandderricks,vibratoroperators,pipelayers,ortilelayers,operatorsofjackhammers,pavingbreakers,spadersoranymachinethatdoesthesamegeneraltypeofwork,carpentertenders,scaffoldbuilders,operatorsoftownasters,scootcretes,buggymobilesandothermachinesofsimilarcharacter,operatorsoftampersandrammersandothermachinesthatdothesamegeneraltypeofwork,whetherpoweredbyair,electricorgasoline,buildersoftrestlescaffoldsoveronetierhighandsandblasters,powerandchainsawoperatorsusedinclearing,installersofwellpoints,wagondrilloperators,acetyleneburnersandlicensedpowdermen,stakejumper,demolition.

MARBOQ02-00404/28/2024
Rates Fringes
MARBLE/STONEMASON. -$44.30 20.92

INCLUDINGpointing,caulkingandcleaningofAlltypesofmasonry,brick,stoneandcementEXCEPTpointing,caulking,cleaningofexistingmasonry,brick,stoneandcement(restorationwork)

MARB003-00604/28/2024
Rates Fringes
TERRAZZOWORKER/SETTER. $33.41, 13.94

MARB@003-@0704/28/2024
Rates Fringes
TERRAZZOFINISHER...2...+++044++$28.09 12.29

MARB003-@0804/28/2024
Rates Fringes
TILESETTER. $33.41, 13.94

MARB@003-@0904/28/2024
Rates Fringes
TILEFINISHER....-s0seeeeeeeeeeeeS28.09 12.29

PAING@S1-0146/01/2023

Rates Fringes
GLAZIERGlazingContracts$2millionandunder.......+..-$30.52 13.85GlazingContractsover$2MALLION.....eeeeewees -$34.76 13.85

PAING@51-@156/01/2023
Rates Fringes
PAINTERBrush,Roller,SprayandDrywallFinisher. -$27.46 11.56

PLAS@891-00507/01/2023
Rates Fringes
PLASTERER(IncludingFireproofing)...++eereeeeeeeeeee$32-83 8.96

PLAS@891-20602/01/2024
Rates Fringes
CEMENTMASON/CONCRETEFINISHER...$ 30.25 13.60

PLUM@@@5-1008/01/2024
Rates Fringes
PLUMBER. +$51.25 22.4648

a,PAIDHOLIDAYS:LaborDay,Veterans’Day,ThanksgivingDayandthedayafterThanksgiving,ChristmasDay,NewYear'sDay,MartinLutherKing'sBirthday,MemorialDayandtheFourthofJuly.

PLUM@602-0808/01/2024
Rates Fringes
PIPEFITTER,IncludesHVACPipeInstallation....... +$52.27 23.79+a

a.PAIDHOLIDAYS:NewYear'sDay,MartinLutherKing'sBirthday,MemorialDay,IndependenceDay,LaborDay,Veterans’Day,ThanksgivingDayandthedayafterThanksgivingandChristmasDay.

ROOF0030-01607/01/2024
Rates Fringes
ROOFER...ssseeeeeeeeseee 14,91

‘SFDC@669-@0204/01/2024
Rates Fringes
SPRINKLERFITTER(FireSprinklers) $42.32 25.80

SHEE@100-01511/01/2023
Rates Fringes
SHEETMETALWORKER(IncludingHVACDuctInstallation)..........$47.92 22.7248
a.PAIDHOLIDAYS:NewYear'sDay,MartinLutherKing'sBirthday,MemorialDay,IndependenceDay,LaborDay,VeteransDay,ThanksgivingDayandChristmasDay

* supc2099-00305/19/2009
Rates Fringes
LABORER:CommonorGeneral......$13.04** 2.80

LABORER:MasonTender-Cement/Concrete.....s+eeeeeeeee-$15.40** 2.85
LABORER:MasonTenderfor
pointing,caulking,cleaningofexistingmasonry,brick,stoneandcementstructures(restorationwork);excludespointing,caulkingandcleaningofneworreplacementmasonry,brick,stoneandcement.. -$11.67**

POINTER,CAULKER,CLEANER,Includespointing,caulking,cleaningofexistingmasonry,brick,stoneandcementstructures(restorationwork);excludespointing,caulking,cleaningofneworreplacementmasonry,brick,stoneorcement. -$18.88

WELDERS- Receiverateprescribedforcraftperformingoperationtowhichweldingisincidental.

**Workersinthisclassificationmaybeentitledtoa higherminimumwageunderExecutiveOrder14026($17.75)or13658($13.30).PleaseseetheNoteatthetopofthewagedeterminationformoreinformation.PleasealsonotethattheminimumwagerequirementsofExecutiveOrder14026arenotcurrentlybeingenforcedastoanycontractorsubcontracttowhichthestatesofTexas,Louisiana,orMississippi,including‘theiragencies,area party.
Note:ExecutiveOrder(EO)13706,EstablishingPaidSickLeaveforFederalContractorsappliestoallcontractssubjecttotheDavis-BaconActforwhichthecontractisawarded(andanysolicitationwasissued)onorafterJanuary1,2017.IfthiscontractiscoveredbytheEO,thecontractormustprovideemployeeswith1 hourofpaidsickleaveforevery38hours‘theywork,upto56hoursofpaidsickleaveeachyear.Employeesmustbepermittedtousepaidsickleavefortheirownillness,injuryorotherhealth-relatedneeds,includingpreventivecare;toassista familymember(orpersonwhoislikefamilytotheemployee)whoisill,injured,orhasotherhealth-relatedneeds,includingpreventivecare;orforreasonsresultingfrom,ortoassista familymember(orpersonwhoislikefamilytotheemployee)whoisa victimof,domesticviolence,sexualassault,orstalking.AdditionalinformationoncontractorrequirementsandworkerprotectionsundertheEOisavailableathttps://www.dol.gov/agencies/whd/government-contracts.
Unlistedclassificationsneededforworknotincludedwithin‘thescopeoftheclassificationslistedmaybeaddedafterawardonlyasprovidedinthelaborstandardscontractclauses(29CFR5.5(a)(1)(444)).

Thebodyofeachwagedeterminationliststheclassificationsandwageratesthathavebeenfoundtobeprevailingforthetype(s)ofconstructionandgeographicareacoveredbythewagedetermination.Theclassificationsarelistedinalphabeticalorderunderrateidentifiersindicatingwhethertheparticularrateisa unionrate(currentunionnegotiatedrate),a surveyrate,a weightedunionaveragerate,a stateadoptedrate,orasupplementalclassificationrate.
UnionRateIdentifiers
A four-letteridentifierbeginningwithcharactersotherthan“"Su"",“"UAVG"",?SA?,or SC? denotesthata unionratewasprevailingforthatclassificationinthesurvey.Example:PLUM@198-@057/01/2024.PLUMisanidentifieroftheunionwhosecollectivelybargainedrateprevailedinthesurveyforthisclassification,whichinthisexamplewouldbePlumbers.@198indicatesthelocalunionnumberordistrictcouncilnumberwhereapplicable,i.e.,PlumbersLocal@198.Thenextnumber,@@5intheexample,isaninternalnumberusedinprocessingthewagedetermination.Thedate,07/01/2024intheexample,istheeffectivedateofthemostcurrentnegotiatedrate.

Unionprevailingwageratesareupdatedto reflectallchangesovertimethatarereportedtoWHDintherates
inthecollectivebargainingagreement(CBA)governingtheclassification.
UnionAverageRateIdentifiers
TheUAVGidentifierindicatesthatnosinglerateprevailedfor‘thoseclassifications,butthat100%ofthedatareportedfortheclassificationsreflectedunionrates.EXAMPLE:UAVG-OH-00101/01/2024.UAVGindicatesthattherateisaweightedunionaveragerate.OH indicatestheStateofOhio.Thenextnumber,@01@intheexample,isaninternalnumberusedinproducingthewagedetermination.Thedate,@1/01/2024intheexample,indicatesthedatethewagedeterminationwasupdatedtoreflectthemostcurrentunionaveragerate.
‘AUAVGratewillbeupdatedoncea year,usuallyinJanuary,toreflecta weightedaverageofthecurrentratesinthecollectivebargainingagreementsonwhichtherateisbased.
SurveyRateIdentifiers
The""su""identifierindicatesthateithera singlenon-unionrateprevailed(asdefinedin29CFR1.2)forthisclassificationinthesurveyorthattheratewasderivedbycomputinga weightedaverageratebasedonalltheratesreportedinthesurveyforthatclassification.Asa weightedaveragerateincludesallratesreportedinthesurvey,itmayincludebothunionandnon-unionrates.Example:SUFL2022-0076/27/2024.SUindicatestherateisa singlenon-unionprevailingrateora weightedaverageofsurveydataforthatClassification.FLindicatestheStateofFlorida.2022istheyearofthesurveyonwhichtheseclassificationsandratesarebased.Thenextnumber,@07intheexample,isaninternalnumberusedinproducingthewagedetermination.Thedate,6/27/2024intheexample,indicatesthesurveycompletiondatefortheclassificationsandratesunderthatidentifier.
?SU?wageratestypicallyremainineffectuntila newsurveyisconducted.However,theWageandHourDivision(WHD)hasthediscretiontoupdatesuchratesunder29CFR1.6(c)(1).
StateAdoptedRateIdentifiers
The""SA""identifierindicatesthattheclassificationsandprevailingwageratessetbya state(orlocal)governmentwereadoptedunder29C.F.R1.3(g)-(h).Example:SAME2023-00701/03/2024.SAreflectsthattheratesarestateadopted.MEreferstotheStateofMaine.2023istheyearduringwhichthestatecompletedthesurveyonwhichthelistedclassificationsandratesarebased.Thenextnumber,@07intheexample,isaninternalnumberusedinproducingthewagedetermination.Thedate,01/83/2024intheexample,reflectsthedateonwhich‘theclassificationsandratesunderthe?SA?identifiertookeffectunderstatelawinthestatefromwhichtherateswereadopted.

WAGEDETERMINATIONAPPEALSPROCESS
1)Hastherebeenan initialdecisioninthematter?Thiscanbe:
a)a surveyunderlyinga wagedeterminationb)anexistingpublishedwagedetermination
¢)aninitialWHDlettersettingfortha positionona wagedeterminationmatterd)aninitialconformance(additionalclassificationandrate)determination
Onsurveyrelatedmatters,initialcontact,includingrequestsforsummariesofsurveys,shouldbedirectedtotheWHDBranchofWageSurveys.Requestscanbesubmittedviaemailtodavisbaconinfo@dol.govorbymailto:
BranchofWageSurveysWageandHourDivisionU.S.DepartmentofLabor200ConstitutionAvenue,N.W.Washington,DC20210
Regardinganyotherwagedeterminationmattersuchasconformancedecisions,requestsforinitialdecisionsshouldbedirectedtotheWHDBranchofConstructionWageDeterminations.RequestscanbesubmittedviaemailtoBCWD-Office@dol.govorbymailto:
BranchofConstructionWageDeterminationsWageandHourDivisionU.S.DepartmentofLabor200ConstitutionAvenue,N.W.Washington,DC20216
2)Ifaninitialdecisionhasbeenissued,thenanyinterestedparty(thoseaffectedbytheaction)thatdisagreeswiththedecisioncanrequestreviewandreconsiderationfromtheWageandHourAdministrator(See29CFRPart1.8and29CFRPart7).Requestsforreviewandreconsiderationcanbesubmittedviaemailtodba.reconsideration@dol.govorbymailto:
WageandHourAdministratorU.S.DepartmentofLabor200ConstitutionAvenue,N.W.Washington,DC2021¢
Therequestshouldbeaccompaniedbya fullstatementoftheinterestedparty'spositionandanyinformation(wagepaymentdata,projectdescription,areapracticematerial,etc.)that‘therequestorconsidersrelevanttotheissue.
3)IfthedecisionoftheAdministratorisnotfavorable,aninterestedpartymayappealdirectlytotheAdministrativeReviewBoard(formerlytheWageAppealsBoard).Writeto:
AdministrativeReviewBoardU.S.DepartmentofLabor200ConstitutionAvenue,N.W.Washington,DC20210.

ENDOFGENERALDECISION"