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MURIELBOWSERMAYOR
February13,2025
The Honorable PhilMendelson
Chairman
Councilof theDistrictof Columbia
John A. Wilson Building
1350 PennsylvaniaAvenue, NW, Suite504
Washington,DC 20004
Dear Chairman Mendelson:
Pursuanttosection451oftheDistrictofColumbiaHomeRuleAct(D.C.OfficialCode§1-204.51),enclosedforconsiderationandapprovalbytheCounciloftheDistrictofColumbiaisanamendmenttoanin-leaseagreementwith250EStreetLLCforanextensionoftheleaseofapproximately101,982squarefeetofofficespacelocatedat250EStreet,SW.TheleasedpremisesisoccupiedbytheD.C.DepartmentonDisabilityServices.
Ifyouhaveanyquestionsregardingthiscontract,pleasecontactDelanoHunter,Director,DepartmentofGeneralServices(“DGS”),orhaveyourstaffcontactTiwanaHicks,Associate
Director,PortfolioManagementDivision,DGS,at(202)727-2800.
T look forwardtotheCouncil'sfavorableconsiderationof this contract.
Sincerely,
Muri! Bor
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
_________________________________________________________________________________________________
3924 Minnesota Avenue, Ne, 6th Floor, Washington, DC 20019 • Telephone (202) 727-2800
1
COUNCIL REAL ESTATE CONTRACT SUMMARY
January 24, 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
Funding Certification):
Contract Party Name: 250 E Street LLC, a Delaware limited liability
company
Type of Real Estate Contract: Amendment to In -Lease Agreement (District is
tenant)
Location of Real Property: 250 E Street, SW
Source Selection Method: Non-Competitive as to the Amendment
Primary Term (if applicable): Approximately 3 years remaining with an option to
extend by 5 years under existing In -Lease
Agreement. The proposed Amendment would extend
the primary term by 15 years.
Consideration to be paid by District
for First Year under the Amendment
( April 1, 2028 through
March 31, 2029): $5,427,142.10
Certificate of Funding Amount
for Fiscal Year 2025: $0
2. If the real estate contract is a lease amendment, a breakdown of the Annual Rental for
the first Lease Year under the amendment and the scheduled escalations thereof:
Premises (101,982 Rentable Square Footage (“RSF”))
Components of
Annual Rental
$/RSF/YR Annual Total Annual Escalations after First
Lease Year
Net Rental $29.19 $2,976,854.58 2.5%
2
Initial Operating
Costs
$9.72 $991,265.04 CPI-based
Initial Real Estate
Taxes
$7.64 $779,142.48 Based on actual increases in Real
Estate Taxes
Tenant Improvement
Allowance
Amortization
$6.67 $679,880.00 N/A
Total Annual
Rental
$53.22 $5,427,142.10 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 15 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
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: 250 E Street, SW
Square/Lot Number: Square 0538 / Lot 0873
Total RSF of Building: 333,815 RSF
Total RSF of Premises: 101,982 RSF
Description of Improvements : The existing building is a 333,815 RSF office building
located on approximately 50,965 square feet of land. Under the Amendment, the District
of Columbia Department on Disability Services (“DDS”) will continue to occupy 101,982
RSF of office space. DDS will also have the continued use of 102 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 the selection process, including the number of offerors, the
evaluation criteria, and the evaluation results , including price, technical or quality, and
past performance components:
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The existing i n-lease agreement, which was deemed approved by Council on November 9,
2015 (CA21-0233), was the result of a competitive process. The Amendment resulted from a
proposal from the Landlord requesting that the District extend the primary term of the existing
in-lease agreement in exchange for which the District would realize approximately $8.4 million
in rent abatement and obtain an approximately $10.2 million tenant improvement allowance to
improve the DDS premises.
By way of background, 250 E Street, SW is a class A building with attributes that are well-
suited to serve DDS clients, including a drive circle allowing for safe van and shuttlebus drop-
off, a wide sidewalk leading to a nearby handicap entrance to Metrorail and space designed
specifically to allow for accessibility. In addition, DDS’s premises was built out to suit DDS’s
unique needs with ADA access and adaptations necessary to accommodate disabilities of all
types (mobility, visual, hearing, etc.).
In response to the Landlord’s proposal, DGS met with DDS regarding the Amendment terms.
DDS wishes to remain at its current location and supports 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 D epartment of Public
Works. 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, and personnel; performance on past or
current real estate contracts with requirements similar to those of the proposed contract:
250 E Street LLC is a Delaware limited liability company and is the owner of 250 E Street ,
SW. The Landlord has no employees and its principal is Adam Chesnoff , A uthorized
Signatory. The Landlord has performed satisfactorily under its existing i n-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 DDS of the subject space for an additional 15 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 DDS fulfilled under the Amendment.
4
10. ANC notice of the proposed real estate contract:
Not applicable, as DDS currently occupies 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:
Based upon a certification from the Landlord, the 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.
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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 (OfficeoftheChiefFinancialOfficer 11014%Street,SW— Ee Washington,DC20024
DateofNotice:January14,2025 NoticeNumber:0013074743 =
250 E STREET LLC FEIN: **-***1022
1110 N GLEBE RD STE 610 Case ID: 18445252
ARLINGTONVA.22201-5799
CERTIFICATE OF CLEAN HANDS
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 30, 2025
Agency Budget: Department of Disability Services (JM0)
Occupying Agency: Department of Disability Services (JM0)
Ward: 6
Funds Needed: $0.00
Purpose: The lease for DDS at 250 E Street, SW is being amended to extend the
lease term. The landlord is 250 E Street, LLC.
Certification: $0.00 funding is needed for FY2 5 and $2,104,130.65 in FY202 6 is subject to
approval of the District’s Budget and Financial Plan.
Cost of Obligation FY 25: $0.00
Cost of Obligation FY 26: $2,104,130.65
Term: 15 years
Henry Wong for AHB __1/30/25_____________________
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
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: Jennie O’Flanagan
Assistant General Counsel, Department of General Services
SUBJECT: Legal Sufficiency Certification for Proposed Third Amendment to In -Lease
Agreement by and between the District and 250 E Street LLC for premises at
250 E Street, SW, Washington, D.C. (the “Amendment”)
DATE: January 24, 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.
__________________________
Jennie O’Flanagan
Assistant General Counsel, Department of General Services
XB
EXECUTION VERSION
Page 1 of 27
250 E Street SW – In-Lease Agreement (DDS) – Third Amendment
THIRD AMENDMENT TO IN-LEASE AGREEMENT
THIS THIRD AMENDMENT TO IN-LEASE AGREEMENT (this “ Third
Amendment”) is made and entered into as of this ___ day of ________, 20__ (the “ Third
Amendment Effective Date ”) by and between the DISTRICT OF COLUMBIA, a municipal
corporation, by and through its Department of General Services (“Tenant” or the “District”), and
250 E 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 Agreement, by and between the District and
Landlord, as successor-in-interest to Piedmont-Independence Square, LLC, a Delaware limited
liability company, with a Lease Commencement Date of November 9, 2015 (the “ Base Lease”),
as amended by that certain First Amendment to Lease, dated as of March 21, 2016 (the “ First
Amendment”) and that certain Second Amendment to Lease, dated as of February 7, 2017 (the
“Second Amendment”, and such First Amendment and S econd Amendment, together with the
Base Lease, being the “ Original Lease ”, and such Original Lease together with this Third
Amendment being the “ Lease”), the District leases from Landl ord, and Landlord leases to the
District, those cert ain Premises located at 250 E Str eet, SW, Washington, D.C., as is more
particularly set forth in the Lease; and
WHEREAS, the Parties desire to amend 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:
1. Incorporation of Recitals and Exhibits. The above recitals and any exhibits hereto
are incorporated in, and made a part of, this Third Amendment.
2. Defined Terms. Capitalized terms used but not defined herein shall have the
meanings given to them in the Original Lease.
3. Extended Initial Term and Option Right. The Parties acknowledge that under the
Original Lease the Initial Lease Term expires on March 31, 2028. The Parties hereby agree to
extend the Initial Lease Term for a period of fifteen (15) years (the “ Extended Initial Term ”),
commencing on April 1, 2028 (the “Extended Initial Term Commencement Date”) and ending
at 11:59 pm on March 31, 2043 (the “Extended Initial Term Expiration Date”). References in
the Original Lease to “Initial Lease Term” shall include the Extended Initial Term. For the
avoidance of doubt, the provisions of Section 6 of the Base Lease providing the District with an
Option Right shall remain in effect, and, if the Option Right is exercised, the Extension Term shall
commence immediately following the Extended Initial Term Expiration Date.
4. Initial Lease Term Annual Rental and Additional Rent. The Parties acknowledge
and agree that through March 31, 2028, the District shall continue to pay Annual Rental and
EXECUTION VERSION
Page 2 of 27
250 E Street SW – In-Lease Agreement (DDS) – Third Amendment
Additional Rent, including Tax Increa ses, as set forth in Section 7 of the Base Lease, subject to
Section 6(a) below.
5. Extended Initial Term Annual Rental. Th e Parties acknowledge and agree that
during the Extended Initial Term, the District shall pay Annual Rental as follows:
(a) Commencing on the Extended Initial Term Commencement Date, the then
current Net Rental shall be increased by $1.18/RSF of the Premises, and on June 1, 2029 and each
June 1 thereafter during the Extended Initial Term and any Extension Term (other than the first
year of any Extension Term), the Net Rental shall escalate by an amount equal to 2.5% of the Net
Rental in effect immediately prior to such escalation date. A Net Rental Schedule for the Extended
Initial Term is set forth in Exhibit A, attached hereto and made a part hereof;
(b) Initial Real Estate Taxes and Tax Increases as set forth in Section 7.5 of the
Base Lease; provided, however that the following subsection is added 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 resu lt of challenging the tax valuation or
assessment of the Building, La nd or Property, the District shall 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 supporti ng documentation). The District shall
then deliver written notice to Landlord as to which monthly payment of Annual
Rental and Additional Rent it elects the Di strict Refund Abatement to be applied.
Notwithstanding any provision in this Leas e to the contrary, the District Refund
Abatement shall be in addition to any other abatement of rent provided or permitted
under this Lease.”;
(c) Operating Costs as set forth in Sec tion 7.6 of the Base Lease; provided,
however, that in no event shall the Operating Cost increase in any Lease Year exceed five percent
(5.0%) of the Operating Costs for the preceding Lease Year; and
(d) amortization of the Third Amendment TI Allowance (defined below) in the
amount of $6.67 per RSF of the Premises.
6. Landlord Credit and Tenant Improvement Allowances.
(a) Landlord Credit. Commencing as of March 1, 2025, Annual Rental and
Additional Rent shall be abated in the to tal amount of $8,440,572.57, which is comprised of (i)
$6,849,227.19, the amount of approximately fifteen (15) months of Annual Rental and Additional
Rent, and (ii) $1,591,345.38, the amount of a cr edit from a portion of the broker commission
described in Section 22 hereof, which is equal to 1.9% of the total Annual Rental over the Extended
Initial Term.
EXECUTION VERSION
Page 3 of 27
250 E Street SW – In-Lease Agreement (DDS) – Third Amendment
(b) Third Amendment TI Allowance. Commencing as of the Extended Initial
Term Commencement Date, Landlord shall provide to the District a tenant improvement allowance
for Third Amendment Tenant Improvements (d efined below) in the total amount of
$10,198,200.00, which is $100.00 per RSF of the Premises (the “ Third Amendment TI
Allowance”). Annual Rental and Additional Rent for the Extended Initial Term shall be abated to
the extent of any unused Third Amendment TI Allowance, which amount, if any, shall be set forth
in the Declaration of Final Accounting (defined below). 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 amorti zation rental payments for, or
the principal of, the Third Amendment TI Allowance or (ii) any other payment of or reimbursement
for the then remaining unamortized portion of the Third Amendment TI Allowance.
(c) In addition to the Third Amendment TI Allowance, commencing as of the
Extended Initial Term Commencement Date, Landlord shall provide to the District an additional
allowance for Third Amendment Tenant Improvements in the amount of up to $10,198,200.00,
which is $100.00 per RSF of the Premises (the “ Additional TI Allowance ”). At the District’s
election, the District may utilize all, a portion or none of the A dditional TI Allowance, and the
total amount utilized, if any (the “Used Additional TIA”), shall be set forth in the Declaration of
Final Accounting. For the avoidance of doubt, the Parties acknowledge and agree that the District
has until the date of the Third Amendment Declaration of Delivery to elect to use the Additional
TI Allowance, and after the date of the Third Amendment Declaration of Delivery, no further
election by the District may be made. The Used Additional TIA sha ll be amortized at the rate of
7.0% per annum over the time period commencing on the date of Substantial Completion (defined
below) of the Third Amendment Tenant Improvements 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, comme ncing with the next installment of Annual
Rental due after the effective date of the Declar ation of Final Accounting. 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 pa yment 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.
7. Third Amendment Tenant Improvements.
(a) Upon the District’s request, Landlord, at its sole cost and expense, shall
provide up to fifteen cents ($0.15) per RSF of th e Premises for the purpose of test fitting the
Premises, which amount shall not be deducted from a ny tenant allowance provided by Landlord
hereunder. Landlord shall allow for up to two rounds of revisions to the test fit.
(b) Landlord shall furnish all labor and materials to de sign, construct, furnish
and complete all of the Third Amendment Tenant Improvements in the Premises, from and up to
the Third Amendment TI Allowance, and if applicable, the Additional TI Allowance. “Third
Amendment Tenant Improvements” shall mean the turnkey build-out of the Premises and the
EXECUTION VERSION
Page 4 of 27
250 E Street SW – In-Lease Agreement (DDS) – Third Amendment
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, cab ling and wiring for both power a nd low voltage requirements,
security infrastructure, information technology (“IT”) server room equipment, telephones and any
other IT infrastructure requirements, but specif ically not IT equipment such as computers,
televisions and printers. On or before the Extended Initial Term Commencement Date, Landlord
shall propose the architect for the Third Amendment Tenant Improvements, which shall be subject
to the District’s reasonable approval (the “Third Amendment Architect”).
(c) The District shall have the right to review any and all pricing for work
associated with, and the constr uction schedule for, the Third Amendment Tenant Improvements
and may elect to remove, modify or add to th e Third Amendment Tenant Improvements. The
District shall have ten (10) Business Days from receipt of any pricing from Landlord to approve
the same or submit to Landlord value engineering of the Third 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 Third 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 ten (10) 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 Third
Amendment Architect to make any revisions necessary to address the District’s comments on the
applicable plans and specifications, and resubmit the same for the District’s approval. The District
may request a change to the final District-approved plans (a “ Third 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 Third Amendment Tenant Improvements that may result from such
change. If the Third Amendment Change Order does not cause a Third Amendment Excess Cost
(defined below), the Third 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 Third Amendment
District Delay (defined in S ection 7(k) below), a Third Ame ndment Change Order requested by
the District may delay the performance of the Third Amendment Tenant Improvement work and
may result in a Third Amendment District Delay. Landlord shall have no obligation to (i) revise
the final District-approved plans or perform any work as a result of a Third Amendment Change
Order or (ii) incur any costs in excess of th e Third Amendment TI Allowance due to a Third
Amendment Change Order or otherwise (“Third Amendment Excess Cost”) unless and until the
District provides Landlord with written approval of the Third 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 such Third Amendment Excess Cost, or (y) constitute the District’s commitment
to pay such Third Amendment Excess Costs pursuant to Section 7(i) below. No notice,
communication or representation in any form fr om any person other than the Director shall
authorize the payment by the District of a Third Amendment Excess Cost. Landlord acknowledges
EXECUTION VERSION
Page 5 of 27
250 E Street SW – In-Lease Agreement (DDS) – Third Amendment
that if it proceeds with any work in connec tion with a Third Amendment Change Order or
otherwise over and above the Third Amendment TI Allowance prior to receipt of a properly
executed District’s Acceptance, Landlord does so at its sole and complete risk.
(d) Landlord acknowledges and agrees that (i) a vendor approved by the
Department of General Services’ Protective Services Division (“DGS-PSD”) shall be the required
subcontractor for any District security requirements associated with the Third Amendment Tenant
Improvements, and (ii) the District of Colu mbia’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 Third 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 Third Amendment Tenant Impr ovements. Landlord
acknowledges and agrees that if OCTO/DC-Net is the subcontract or for any IT requirements of
the Third Amendment Tenant Improvements, La ndlord 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/D C-Net’s purchase and installation of such
equipment.
(e) All costs of: (i) the construction of the Third Amendment Tenant
Improvements, including the soft costs of all sp ace planning, architectural, and engineering work
related thereto; (ii) all governmental authority approvals and permits required to construct the
Third Amendment Tenant Improvements including any certificate(s) of occupancy; (iii) all labor
and materials and other hard costs, including an y general contractor’s fee and customary work
related insurance for construction of the Third Amendment Tenant Improvements, and bond costs
relating to the Third Amendment Tenant Improveme nts; (iv) the purchase and installation of the
Third Amendment Tenant Improvement require ments (including OCTO/DC-Net specified IT
equipment, cabling and wiring and DGS-PSD specifi ed security equipment); and (v) a project
management fee paid to Landlord equal to three percent (3.0%) of all “hard costs” payable under
the construction contracts to which Landlord is a party for the Third 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 proj ect management fee) are referred to herein as
the “Third Amendment TI Construction Costs”.
(f) The utilized Third Amendment TI Allowance and Additional 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 Enterp rises (as such are defined under D.C. Code
Section 2-218.02), provided that 50% SBE/CBE participation shall be required (rather than 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.
(g) All of the Third Amendment Tenant Improvements shall be performed by
Landlord: (i) promptly and in a good workmanl ike manner; (ii) by dul y qualified, licensed and
bonded (as such bonding may be co mmercially standard and rela te to the Third Amendment
EXECUTION VERSION
Page 6 of 27
250 E Street SW – In-Lease Agreement (DDS) – Third 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.
(h) The Third Amendment Tenant Im provements shall be deemed
“Substantially Complete ” or in a state of “ Substantial Completion ” when (i) Landlord has
performed a final walk through of the Premises with the District (the District agreeing to cooperate
in good faith to timely schedule the same) and a ny punch list items are iden tified by the Parties,
which items do not materially impai r the ability of the District to occupy or utilize the Premises
for the Permitted Use (“Punch List Items”); (ii) the Third Amendment Architect has certified (on
a standard AIA Form) that the Third Amendmen t 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 governme ntal authorities, including a cer tificate 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 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 Pa rties, which shall incl ude any other terms and
information as may be deemed a ppropriate by the Parties (the “Third Amendment Declaration
of Delivery”). Landlord shall complete or cause the completion of the Punch List Items within 30
Business Days of the execution of the Thir d Amendment Declaration of Delivery.
Notwithstanding the foregoing sentence, in the case of a Punch List Item that may take longer than
30 Business Days to complete, 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.
(i) Within 30 days after the Substantial Completion of the Third Amendment
Tenant Improvements, 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 Third Amendment TI Construction Costs
(on an open book basis) (the “ Third Amendment Final Accounting ”), any Third Amendment
Excess Costs, and any utilized Third Amendment TI Allowance and the Additional TI Allowance,
as well as such other terms and information as may be deemed appropriate by the Parties (the
“Declaration of Final Accounting ”). Any Third Amendment Excess Cost 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 ha s elected in a Distri ct’s Acceptance to pay for such Third
Amendment Excess Cost by application of the Add itional TI Allowance. If Landlord incurred
alleged Third Amendment Excess Costs without a District’s Acceptance executed by the Director,
then such costs shall not accrue against any Dist rict credit or improvement allowance, and the
District shall have no obligation to pay such cost s. If pursuant to the Declaration of Final
Accounting it is determined that the Third Amendment TI Allowance exceeds the Third
Amendment TI Construction Costs, then such excess amount shall be availabl e to the District as
an abatement of Annual Rental and Additional Re nt, to be applied to the next successive
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payment(s) of Annual Rental and Additional Rent due and payable by the District under the Lease.
(j) On or before the Extended Initial Term Commencement Date, the District
shall deliver to Landlord a “program of re quirements” for the Third 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 Third 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 does not approve or present questions
or comments to the Proposed Budget or the Proposed Schedule within such 15 days, the Proposed
Budget and the Proposed Schedule sh all be deemed approved by the District. If the District
delivers 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 cons idering the District’s
questions and comments, the Proposed Budget and the Proposed Schedule (with any agreed upon
changes) shall be final (as appr oved or deemed approved, the “ Preliminary Budget ” and the
“Preliminary Project Schedule,” respectively). Landlord shall include the Preliminary Budget
and the Preliminary Project Schedule within any request for proposal, bid or similar issuance.
Landlord shall solicit competitive general contractor bids for the Third 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 ge neral 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 contractor s that submitted accurate and complete bid
responses in accordance with all bid requirements and instructions by Landlord. The District shall
have 5 Business Days to review such informa tion and either accept Landlord’s recommendation
without comment or present the Di strict’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 La ndlord’s selection, after Landlor d has acted in good faith in
reviewing and considering the Dist rict’s questions and comments, shall be final. Landlord shall
then notify such Contractor by the next Business Day of its selection. Subcontractors selected by
Landlord and Contractor shall be the most resp onsive in terms of price and performance from
among those subcontractors 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 Third Amendment Tenant Improvements (the “TI Construction Contract”) will
be a guaranteed maximum price construction contr act or a fixed price c onstruction contract.
Landlord shall ensure that the Contractor an d any subcontractors will construct the Third
Amendment Tenant Improvements, and otherwise perform all work associated with the Third
Amendment Tenant Improvements, in compliance with the TI Construction Contract, the final
plans and specifications for the Third Amendment Tenant Improvements, this Third Amendment
and all applicable Laws.
(k) “Third Amendment Tenant Improvements Outside Delivery Date ”
means the date that is 90 days after the projected Substantial Completion date set forth in the
Preliminary Project Schedule, as such projected date may be amended in subsequent iterations of
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the project schedule approved in writing by the District. Subject to Force Majeure Events and any
Third Amendment District Delay, in the event that Landlord does not Substantially Complete the
Third Amendment Tenant Improvements on or before the Third Amendment Tenant
Improvements Outside Delivery Date, the District shall be entitled to a credit against Extended
Initial Term Annual Rental and Additional Rent for each day beyond the Third Amendment
Outside Delivery Date that the Third Ame ndment Tenant Improvements have not been
Substantially Completed. “Third Amendment District Delay ” means: (x) the District’s failure
to respond, notify or take any ac tion otherwise required under this Third Amendment within the
timeframes set forth herein, (y ) any material delay beyond th e Third Amendment Tenant
Improvements Outside Delivery Date in the Substantial Completion of the Third 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 co mpetent jurisdiction; and (z) any delay beyond the
Third Amendment Tenant Improvements Outside Delivery Date in the Substantial Completion of
the Third Amendment Tenant Improvements directly resulting or arising from or in connection
with a delay relating to an Third Amendment Change Order requested by the District.
8. Definition of Additional Cost Appr oval for Additional Services. The
definition of “Additional Cost Approval” for Additional Servi ces set forth in the Second
Amendment is deleted and replaced with the following:
“The District shall either approve or disapprove th e Scope of Work and the
Additional Services Cost (a) in a writing signed by the Director after, if applicable,
the District’s certification of the availability of appropriated funds for such purpose;
or (b) if the Additional Services Cost is not more than $25,000.00, in a writing
(including an email) from a Portfolio Manager (each, an “ Additional Cost
Approval”).”
9. Davis-Bacon.
(a) Any work 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 C ode 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”). 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 December 12, 2024
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 Third Amendment Effective
Date, Landlord shall notify the District in writing and provide a copy of the wage rates in effect as
of the Third Amendment Date (the “Current Wage Rates”). The Current Wage Rates shall apply
to all Premises Work. At such time as any contractor performing Premises Work, including the
Contractor, as defined in Section 7(j) above (each, a “Premises Work Contractor”) is preparing
its contract with Landlord and its subcontract ors, Landlord shall cause the Premises Work
Contractor to include the Current Wage Rates in its contract and subcontracts. 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
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shall require the inclusion of such regulations in all subcontracts. Landlord shall include or cause
the inclusion of the Current Wage Rates and regulations compliance requirements within any
competitive request for proposal, bid or similar issu ance for contractors and subcontractors. The
Premises Work contracts and subcontracts sha ll 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 Pr emises 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 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, Landl ord shall deliver or cause the Premises Work
Contractor to deliver by email to PMDLeaseP ayrolls@dc.gov the following: (A) a list of the
general contractors and subcont ractors who have performed an y Premises Work during the
applicable one week period, and (B) a certified pa yroll 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.
10. Premises Refresh Allowance. At any time following the commencement of the
sixth Lease Year of the Extended Initial Term a nd prior to the end of the eighth Lease Year of
Extended Initial Term, upon the District’s reque st, Landlord shall provi de an improvement
allowance for the Premises in the am ount of $2,039,640.00, which is $20.00 per RSF of the
Premises (the “Premises Refresh Allowance”). The Premises Refresh Allowance shall be a non-
restrictive allowance, meaning the District may use the Premises Refresh Allowance towards any
tenant improvements, including hard and soft construction costs., information technology and
infrastructure, FF&E (including electronic equipment) and relocation services. The District may
request the Landlord contract for the build-out of the Premises, subject to the submission of
detailed design requireme nts and program of requirements, for an amount not to exceed the
Premises Refresh Allowance. The use of the Premises Refresh Allowance shall be in accordance
with the provisions of Section 7 above to the extent applicable, including payment to Landlord of
a 3% project management fee. In the event that the costs exceed the Premises Refresh Allowance,
the District shall not be liable for any such Excess Costs unless approved pursuant to the process
for District approval of Excess Costs set forth in Section 7(c) herein. In no event shall any amount
be due or payable by the District to Landlord in connection with the amortization or other
repayment of the Premises Refresh Allowance.
11. Insurance. Section 14 of the Base Leas e is hereby amended by adding a Section
14.6 thereto as follows: “14.6 Landlord agrees that: (i) Landlord’s property insurance shall insure
all tenant improvements in the Premises constituting fixtures and shall cause the “District of
Columbia, as its interests may appear” to be added as a loss payee as to property insurance and as
an additional insured as to liability insurance; and (ii) notwithstanding anything in this Lease to
the contrary, Landlord hereby waives, and releases the District and its Agents of and from, any
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and all rights of recovery, claims, or causes of action, whether by subrogation or otherwise, against
the District or its Agents for any liability, loss or damage that may occur to the Property (including
the Premises), Landlord’s property or any leasehold improvements (regardless of cause or origin,
including the negligence of any of the District or its Agents), which loss or damage is insured
against or is required to be insured against by Landlord hereunder.”
12. Notice to District and Landlord. The District’s Notice Address and Landlord’s
Notice Address are 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: Ge neral Counsel
Email address: xa vier.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
If to Landlord: 250 E Street LLC
c/o Saban Real Estate LLC
10100 Santa Monica Boulevard, Suite 2600
Los Angeles, CA 90067
Attention: Niveen Tadros
Email address: Ntadros@saban.com
13. Counterparts. This Third Amendment ma y be executed in several counterparts
each of which shall constitute an original, but bot h of which together shall constitute one and the
same instrument. Execution and delivery of this Third Amendment by electronic or facsimile
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signature (including without limita tion by an e-mailed .pdf document) shall be sufficient for all
purposes, and shall be binding on the Parties hereto.
14. Binding; Choice of Law. This Third 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.
15. Miscellaneous. The Partie s, 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 an y and all negotiations, ar rangements, 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 the Lease, shall be of any force or effect; and (c)
in the event of any conflict between any terms of this Third Amendment and those of the Original
Lease, the terms of this Third Amendment shall control.
16. 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.
17. Authority. By executing this Third Amendment, Landlord represents to the District
that: (i) it is authorized to enter into, execute and deliver this Third Amendment and perform its
obligations hereunder; (ii) this Third Amendment is effective and enforceable against Landlord in
accordance with its terms; (iii) the person signing on behalf of Landlord is duly authorized to
execute this Third Amendment and thereby bind La ndlord; (iv) no other si gnatures 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.
.
18. Severability. Each provision of this Third Amendment shall be valid and
enforceable to the fullest extent permitted by law. If any provision of this Third Amendment or
the application thereof to any person or circ umstance 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 Third Amendment and the application of such provision to persons or circumstances other
than those as to which it is invalid or unenfor ceable shall not be affected thereby. Nothing
contained in this Third Amendment shall be construed as permitting Landlord to charge or receive
interest in excess of the maximum rate allowed by law.
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19. No Partnership; No Third Party Beneficiaries. Nothing contained in the Lease shall
be deemed or construed to creat e a partnership or joint venture of or between Landlord and the
District, or to create a ny other relationship between the Parties hereto othe r 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.
20. 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 good s or services. Nothing contained in the Lease,
and no future action or inaction by the District unde r 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 fort h 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.
21. The District’s Authority to Execute and Deliver this Third Amendment. Landlord
acknowledges that the execution of this Thir d 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.
22. Brokerage. Landlord acknow ledges 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 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 Third
Amendment, Landlord shall compen sate Savills in an amount equa l to 2.1% of the total Annual
Rental over the Extended Initial Term pursuant and subject to a separate brokerage agreement
between Landlord and Savills.
23. Anti-Deficiency Limitations. The following limitations exist as to each and every
purported obligation of the District set forth in the Lease, whether or not expressly conditioned:
(a) Whether expressly or impliedly qualified or limited in any Section of the
Lease, the obligations of the District to fulfill any financial obligation pursuant to the Lease or any
subsequent agreement entered into pursuant to the Lease to which the District is a party (an “Other
Agreement”; and together with the Lease, any “ Applicable Agreement”), or referenced in any
Applicable Agreement, are and shall remain subject to the provisions of: (a) the federal Anti-
Deficiency Act, 31 U.S.C. §§ 1341-1351 and 1511-1519 (2004), and D.C. Official Code §§ 1-
206.03(e) and 47-105 (2012 Repl.); (b) the District of Columbia Anti-Deficiency Act, D.C.
Official Code §§ 47-355.01 et seq. (2012 Repl. a nd 2014 Supp.) ((a) and (b) collectively, the
“Anti-Deficiency Acts”); and (c) § 446 of the District of Columbia Home Rule Act, D.C. Official
Code § 1-204.46 (2012 Repl.), as each may be amended from time to time and each to the extent
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applicable to any Applicable Agreement. Purs uant to the Anti-Deficiency Acts, nothing in the
Lease shall create an obligation of the District in anticipation of an appropriation by the United
States Congress (“Congress”) for such purpose, and the District’s legal liability for the payment
of any financial obligation, incl uding but not limited to any Annua l Rental or Additional Rent,
under any Applicable Agreement shall not arise or obtain in advance of the lawful availability of
appropriated funds for the applicable fiscal y ear as approved by Congress and the District of
Columbia (references in this Section to “District of Columbia” shall mean the District of Columbia
as a sovereign entity, and not as a tenant under th e Lease). During the term of the Lease, the
District of Columbia agency authorized and delegated by the Mayor of the District of Columbia to
administer the Lease shall, for each corresponding Di strict of Columbia fiscal period, include in
the then-current services funding level package a request sufficient to fund the District’s known
financial obligations under the Lease for such fiscal period. Landlord confirms that it has read and
familiarized itself with the Anti-Deficiency Acts and has full knowledge of such laws and the
impact on the District’s financial obligations hereunder.
(b) If no appropriation is made by the Dist rict of Columbia or Congress to pay
any financial obligation, including, but not limited to any rental components under any Applicable
Agreement for any period after the District of Columbia fiscal year for which appropriations have
been made, and in the event a ppropriated funds for such purposes are not otherwise lawfully
available, the District shall not be liable to make any payment under such Applicable Agreement
upon the expiration of any then-existing appropriation.
(c) Notwithstanding the foregoing, no offi cer, employee, director, member or
other natural person or agent of the District or the District of Columbia shall have any personal
liability in connection with a breach of the provisions of this Section or in the event of a default
by the District under any Applicable Agreement.
(d) No Applicable Agreement shall constitute an indebtedness of the District of
Columbia nor shall it constitute an obligation for which the District of Columbia is obligated to
levy or pledge any form of taxation or for which the District of Columbia has le vied or pledged
any form of taxation. No Agent of the District is authorized to obligate or expend any amount
under any Applicable Agreement unless such am ount has been appropria ted by Act of Congress
and is lawfully available.
[Signature Pages and Exhibits to Follow]
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IN WITNESS WHEREOF, Landlord and the District have executed this Third Amendment
as of the Third Amendment Effective Date.
LANDLORD:
250 E STREET LLC,
a Delaware limited liability company
By: ________________________________
Name: _____________________________
Title: ______________________________
[District’s Signature Page and Exhibits to Follow]
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DISTRICT:
DISTRICT OF COLUMBIA, a municipal
corporation, by and through its Department of
General Services
By: ________________________________
Name: Delano Hunter
Title: 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 to Follow]
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EXHIBIT A
Extended Initial Term Net Rental Schedule
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EXHIBIT B
Form of Third Amendment Declaration of Delivery
THIRD AMENDMENT DECLARATION OF DELIVERY
THIS THIRD AMENDMENT DECLARATION OF DELIVERY (this “ Declaration”),
made effective as of __________ ___, 202__ (the “Declaration Effective Date”), is entered into
by and between 250 E STREET LLC, a De laware limited liability company (“ Landlord”), and
the DISTRICT OF COLUMBIA, a municipal cor poration, acting by and th rough its Department
of General Services (the “ District”), pursuant to that certain Third Amendment to In-Lease
Agreement with a Third Amendment Effective Date of ________________ ___, 202__ (the
“Third Amendment ”), which amends that certain In-Lease Agreement with a Lease
Commencement Date of November 9, 2015, as amended.
Capitalized terms used, but not defined, herein shall have the meanings ascribed to them
in the Third Amendment. Landlord and the District do hereby agree and confirm that:
1. Landlord has Substantia lly Completed the Third Amendment Tenant
Improvements in accordance with the Third 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. Landlord has delivered to the District a copy of the certificate of occupancy for the
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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IN WITNESS WHEREOF, Landlord and the Di strict have caused their respective duly
authorized representative to execute and deliver this Declaration to be effective as of the
Declaration Effective Date.
LANDLORD:
250 E STREET LLC, a Delaware limited liability
company
By: ______________________________
Name: ______________________________
Title: ______________________________
[DISTRICT’S SIGNATURE PAGE AND SCHEDULE FOLLOW]
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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]
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SCHEDULE 1
Punch List Items
[Attach, if any (separately paginated); or, state “N/A”]
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EXHIBIT C
Form of Declaration of Final Accounting
DECLARATION OF FINAL ACCOUNTING
THIS DECLARATION OF FINAL ACCOUNTING (this “Declaration”), made effective
as of __________ ___, 202__ (the “Declaration Effective Date”), is entered into by and between
250 E 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 Third Amendment to In-Lease Agreement with a Third
Amendment Effective Date of ________________ ___, 202__ (the “Third Amendment”), which
amends that certain Lease Ag reement with a Lease Commencement Date of November 9, 2015,
as amended.
Capitalized terms used, but not defined, herein shall have the meanings ascribed to them
in the Third Amendment. Landlord and the District do hereby agree and confirm that:
1. Landlord and the District agree on the Fi nal Accounting of the Third Amendment
TI Construction Costs, a copy of which is set forth in “Schedule 1” attached hereto
and made a part hereof.
2. The total amount of the Third Amendment TI Construction Costs is $___________.
3. As of the Declaration Effective Date, the remaining Third Amendment TI
Allowance is $______________, and the remain ing Additional TI Allowance is
$__________.
[SELECT FROM AND COMPLETE THE FOLLOWING, AS APPLICABLE:]
4. The total amount of Third Amendment Excess Costs is $____________.
5. [The District has elected not to utilize any amount of the Additional TI Allowance
for Third Amendment Excess Costs.] OR [The District has elected that
$______________ of the Third 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 Third Amendment.] [IF
APPLICABLE: As the Declaration Effective Date occurs after April 1, 2028, the
first monthly payment shall include, in addition to the monthly payment amount set
forth above, a one-time payment for the amount of utilized and amortized
Additional TI Allowance from the pe riod commencing on April 1, 2028 through
the Declaration Effective Date, which shall be paid with the next installment of
Annual Rental due and payable following the Declaration Effective Date.]
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6. The total amount of Excess Costs to be pa id 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 Extended Initial
Term Annual Rental due after the Declaration Effective Date.
7. The Third Amendment TI Allowance exceeds the Third Amendment TI
Construction Costs by $______. Pursuant to the Third Amendment, such amount
is available to the District as a rental abatement of Extended Initial Term Annual
Rental and Additional Rent payable under the Lease, to be applied to the next
successive payment(s) of Extended Initial Term Annual Rental and such Additional
Rent due and payable by the District after the Declaration Effective Date.
[TWO SIGNATURE PAGES AND SCHEDULE FOLLOW]
EXECUTION VERSION
Page 23 of 27
250 E Street SW – In-Lease Agreement (DDS) – Third Amendment
IN WITNESS WHEREOF, Landlord and the Di strict have caused their respective duly
authorized representative to execute and deliver this Declaration to be effective as of the
Declaration Effective Date.
LANDLORD:
250 E STREET LLC, a Delaware limited liability
company
By: ______________________________
Name: ______________________________
Title: ______________________________
[DISTRICT’S SIGNATURE PAGE AND SCHEDULE FOLLOW]
EXECUTION VERSION
Page 24 of 27
250 E Street SW – In-Lease Agreement (DDS) – Third 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]
EXECUTION VERSION
Page 25 of 27
250 E Street SW – In-Lease Agreement (DDS) – Third Amendment
SCHEDULE 1
(To Declaration of Final Accounting)
Third Amendment Final Accounting
[Attach]
EXECUTION VERSION
Page 26 of 27
250 E Street SW – In-Lease Agreement (DDS) – Third Amendment
EXHIBIT D
Title 29 Code of Federal Regulations
(7 pages, separately paginated)
115
Office of the Secretary of Labor § 5.5
been certified by the Secretary of
Transportation in accordance with 23
U.S.C. 113(c).
(4) A distinct classification of ‘‘help-
er’’ will be issued in wage determina-
tions applicable to work performed on
construction projects covered by the
labor standards provisions of the
Davis-Bacon and Related Acts only
where:
(i) The duties of the helper are clear-
ly defined and distinct from those of
any other classification on the wage
determination;
(ii) The use of such helpers is an es-
tablished prevailing practice in the
area; and
(iii) The helper is not employed as a
trainee in an informal training pro-
gram. A ‘‘helper’’ classification will be
added to wage determinations pursuant
to § 5.5(a)(1)(ii)(A) only where, in addi-
tion, the work to be performed by the
helper is not performed by a classifica-
tion in the wage determination.
(o) Every person performing the du-
ties of a laborer or mechanic in the
construction, prosecution, completion,
or repair of a public building or public
work, or building or work financed in
whole or in part by loans, grants, or
guarantees from the United States is
employed regardless of any contractual
relationship alleged to exist between
the contractor and such person.
(p) The term wages means the basic
hourly rate of pay; any contribution ir-
revocably made by a contractor or sub-
contractor to a trustee or to a third
person pursuant to a bona fide fringe
benefit fund, plan, or program; and the
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
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116
29 CFR Subtitle A (7–1–11 Edition) § 5.5
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
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
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117
Office of the Secretary of Labor § 5.5
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
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
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118
29 CFR Subtitle A (7–1–11 Edition) § 5.5
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 29 CFR
5.5(a)(3)(i), except that full social secu-
rity numbers and home addresses shall
not be included on weekly transmit-
tals. Instead the payrolls shall only
need to include an individually identi-
fying number for each employee (e.g.,
the last four digits of the employee’s
social security number). The required
weekly payroll information may be
submitted in any form desired. Op-
tional Form WH–347 is available for
this purpose from the Wage and Hour
Division Web site at http://www.dol.gov/
esa/whd/forms/wh347instr.htm or its suc-
cessor site. The prime contractor is re-
sponsible for the submission of copies
of payrolls by all subcontractors. Con-
tractors and subcontractors shall
maintain the full social security num-
ber and current address of each covered
worker, and shall provide them upon
request to the (write in name of appro-
priate federal agency) if the agency is a
party to the contract, but if the agency
is not such a party, the contractor will
submit them to the applicant, sponsor,
or owner, as the case may be, for trans-
mission to the (write in name of agen-
cy), the contractor, or the Wage and
Hour Division of the Department of
Labor for purposes of an investigation
or audit of compliance with prevailing
wage requirements. It is not a viola-
tion of this section for a prime con-
tractor to require a subcontractor to
provide addresses and social security
numbers to the prime contractor for its
own records, without weekly submis-
sion to the sponsoring government
agency (or the applicant, sponsor, or
owner).
(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 provided under § 5.5
(a)(3)(ii) of Regulations, 29 CFR part 5,
the appropriate information is being
maintained under § 5.5 (a)(3)(i) of Regu-
lations, 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;
(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
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119
Office of the Secretary of Labor § 5.5
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
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
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120
29 CFR Subtitle A (7–1–11 Edition) § 5.5
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
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
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121
Office of the Secretary of Labor § 5.5
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
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; 73 FR 77511, Dec. 19, 2008]
EFFECTIVE DATE NOTE: At 58 FR 58955, Nov.
5, 1993, § 5.5 was amended by suspending para-
graph (a)(1)(ii) indefinitely.
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EXECUTION VERSION
Page 27 of 27
250 E Street SW – In-Lease Agreement (DDS) – Third Amendment
EXHIBIT E
DBA Wage Rates
(9 pages, separately paginated)
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