Proposed In-lease agreement with STE 17 Phase D LLC for 1201 Sycamore Drive SE

MURIELBOWSERMAYOR
June 5,2025
Honorable PhilMendelson
Chairman
Councilofthe Districtof Columbia
John A. Wilson Building
1350 PennsylvaniaAvenue, NW, Suite504
Washington,DC 20004
Dear Chairman Mendelson:
Pursuanttosection451oftheDistrictofColumbiaHomeRuleAct(D.C.OfficialCode§ 1-204.51),enclosedforconsiderationandapprovalbytheCounciloftheDistrictofColumbiaisanin-leaseagreementwithSTE17PhaseD LLCfor10,670squarefeetofofficespacelocatedat1201SycamoreDriveSE.TheleasedpremiseswillbeoccupiedbytheDistrictofColumbiaOffice
oftheStateSuperintendentofEducation.
Ifyouhaveanyquestionsregardingthiscontract,pleasecontactDelanoHunter,Director,
DepartmentofGeneralServices(“DGS”),orhaveyourstaffcontactTiwanaHicks,AssociateDirector,PortfolioManagementDivision,DGS,at(202)727-2800.
LookforwardtotheCouncil’sfavorableconsiderationofthiscontract.
Sincerely,
Mufiel Bowser
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

_________________________________________________________________________________________________
3924 Minnesota Avenue, NE, 6th Floor, Washington, DC 20019 • Telephone (202) 727-2800

COUNCIL REAL ESTATE CONTRACT SUMMARY

May 22, 2025

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

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

Contract Party Name: STE 17 Phase D LLC, a District of Columbia limited
liability company
Type of Real Estate Contract: In-Lease Agreement (District is tenant)
Location of Real Property: 1201 Sycamore Drive, SE
Source Selection Method: Non-Competitive
Primary Term (if applicable): 10 years
Consideration to be paid by District
for First Year: $704,966.90
Certificate of Funding Amount
for Fiscal Year 2025: $0

2. If the real estate contract is a lease, a breakdown of the Annual Rental for the first Lease
Year set forth above, the scheduled escalations thereof and known first Lease Year
Additional Rent obligations (e.g., parking and supplemental HVAC costs):

Components of
Annual Rental
$/Rentable
Square Foot
(“RSF”)
Total Amount for
First Lease Year
Annual Escalations after First
Lease Year
Net Rental $42.00 $448,140.00 3.0%
Initial Operating
Costs
$18.50 $197,395.00 CPI-based
Initial Real
Estate Taxes
$5.57 $59,431.90 Based on actual increases in Real
Estate Taxes
Total Annual
Rental
$66.07 $704,966.90 N/A

2

Known Additional Rent Obligations for First Lease Year
Parking Spaces
for 2 fleet
vehicles or caged
storage
$225.00
monthly/space
$5,400.00 total 3.0% annual escalation
Overtime HVAC
Costs
$50.00/hour Total for first Lease
Year will depend
on usage
3.0% annual escalation

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

The Lease includes one option for the District to extend the primary term by 5 years. The
annual rental during the primary lease term is described above. The a nnual rental for the
extension term cannot be determined at this time, but is not anticipated to be equal to the annual
rental during the primary term. This is primarily due to the fact that the net rental rate for the
first year of the extension term shall be equal to the then fair market rental rate for comparable
properties in the District of Columbia, as determined by Landlord and the District. In addition
to the payment of the new net rental rate applicable to the first year of the extension term, the
District shall continue to pay for escalations in net rental, operating costs and real estate taxes
during the e xtension term, as such escalations are described in Section 2 above . The Lease
does not include any option to purchase the real property.

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

Street Address: 1201 Sycamore Drive, SE
Square/Lot Number: 5868S/0965
Total RSF of Building: 103,972
Total RSF of Premises: 10,670
Description of Improvements: The existing building is a 103,972 RSF multi-tenant office
building located on approximately 59,677 square feet of land. Under the Lease, the Office
of the State Superintendent of Education (“OSSE”) will occupy approximately 10,670 RSF
of medical training and other educational space, as well as office space. OSSE will also
have the use of 2 parking space s, which may be used for fleet vehicle parking or caged
storage. In addition, 8 parking spaces will be available to OSSE employees, at no cost to
the District.

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:

3

In 2024, the District of Columbia received a significant investment , to be administered by
OSSE, from Bloomberg Philanthropies to support the creation of a new A dvanced Technical
Center (“ATC”) in Ward 8. The ATC will provide career-focused District high school students
with the opportunity to acquire professional skills, earn industry credentials, and gain college
credits in high- demand, high- wage careers such as general nursing and health information
technology. The location of the Ward 8 ATC required collocation with or proximity to a
medical service provider to provide students with access to medical professionals for on- site
medical training. As part of the site selection process the D epartment of General Services
(“DGS”) performed a market survey of buildings located within or in close proximity to
medical facilities that could also house the ATC. Based upon this market survey, DGS selected
the newly-constructed building at 1201 Sycamore Drive, SE located on the St. Elizabeths East
Campus. The primary tenant of this building is W hitman-Walker Health System, Inc., which
will be partnering with OSSE on the ATC by providing work -based on -site learning
experiences, including providing guest speakers, workplace tours , shadowing opportunities,
mentoring and internships . The building is also accessible to the Congress Heights M etro
station and is located near the Cedar Hill Regional Medical Center.

The cost to design and build the ATC space, as well as to acquire the specialized medical
equipment needed for training, will be funded by a L andlord-funded tenant improvement
allowance of nearly $1,000,000, with the anticipated balance of approximately $2,200,000
being funded by Bloomberg Philanthropies grant funds.

6. A description of any other contracts the proposed contract party is currently seeking or
holds with the District and, if applicable, performance on past or current real estate
contracts with requirements similar to those of the proposed contract.

Based upon a certification from Landlord, Landlord is not currently seeking and does not
currently hold any contracts with the District. We note that Landlord’s parent entity, Redbrick,
holds various contracts with the District, including for the development of property at St.
Elizabeths campus.

7. The background and qualifications of the proposed contract party, including its
organization, principals, financial stability, and personnel:

STE 17 Phase D LLC is a District of Columbia limited liability company and is the owner of
1201 Sycamore Drive, SE . L andlord has no employees and its principals are Louis Dubin,
William Passmore and Thomas Skinner.

8. Expected outcomes of the proposed real estate contract:

The execution of the proposed real estate contract is expected to result in the occupancy by
OSSE for use of the subject space as an ATC for 10 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:
4

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 the District under the proposed real estate contract.

10. ANC notice of the proposed real estate contract:

DGS provided written notice, dated November 26, 2024, to ANC 8C and then Councilmember
Trayon White regarding the proposed real estate contract, as required by applicable law. The
notice provided the ANC with an opportunity to provide written recommendations regarding
the proposed contract within thirty (30) business days. Pursuant to applicable law, DGS would
then give great weight to the issues and concerns raised in any ANC recommendations and
provide a written response to the ANC addressing those issues and concerns. DGS did not
receive any written recommendations regarding the proposed contract from the ANC.

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 Landlord, Landlord does not have any legal claims currently
pending against the District.

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

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

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

Based upon a certification from Landlord, Landlord is current with its federal taxes , or has
worked out and is current with a payment schedule approved by the federal government.
5

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

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

Based upon a certification from Landlord, 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.

1101 4th Street, SW
Washington, DC 20024
Date of Notice: May 30, 2025 L0014254981Notice Number:
FEIN: **-***3731
Case ID: 18633866
Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
STE 17 PHASE D LLC
1275 NEW JERSEY AVE SE STE 601
WASHINGTON DC 20003-5253
Branch Chief, Collection and Enforcement Administration
Authorized By Melinda Jenkins
To validate this certificate, please visit MyTax.DC.gov. On the MyTax DC homepage, click the
“Validate a Certificate of Clean Hands” hyperlink under the Clean Hands section.
CERTIFICATE OF CLEAN HANDS
As reported in the Clean Hands system, the above referenced individual/entity has no outstanding
liability with the District of Columbia Office of Tax and Revenue or the Department of Employment
Services. As of the date above, the individual/entity has complied with DC Code § 47-2862, therefore
this Certificate of Clean Hands is issued.
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)
§ 47-2862 PROHIBITION AGAINST ISSUANCE OF LICENSE OR PERMIT
1101 4th Street SW, Suite W270, Washington, DC 20024/Phone: (202) 724-5045/MyTax.DC.gov
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: M ay 22, 2025
Agency Budget: Department of General Services (AM0)
Occupying Agency: Office of the State Superintendent of Education (GD0)
Ward 5

Funds Needed: $0.00
Purpose: Funding is needed for a new lease at 1201 Sycamore Drive SE.
Certification: $ 0.00 funding is needed for FY 2025. $177,591.73 is needed for FY 2026 and is
subject to approval in the District’s Budget and Financial Plan.

Cost of Obligation FY 2025: $0.00
Cost of Obligation FY 2026: $177,591.73

Term: 10 Year

_________________________ __________________________________

Antoinette Hudson Beckham Date

Cc: Angelique Rice, Associate Chief Financial Officer, GOC

05.22.2025
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
________________________________________________________________________________________________
3924 Minnesota Avenue, NE, 6th Floor, Washington, DC 20019 • Telephone (202) 727-2800
Office of the General Counsel
MEMORANDUM
TO: Tomás Talamante
Director, Office of Policy and Legislative Affairs
THROUGH: Xavier Beltran
General Counsel, Department of General Services
FROM: Katherine Jough
Senior Assistant General Counsel, Department of General Services
SUBJECT: Legal Sufficiency Certification for Proposed In-Lease Agreement by and
DATE:
between the District and STE 17 Phase D LLC for premises at 1201
Sycamore Drive, SE, Washington, DC (the “Lease”)
May 22, 2025
This is to certify that this Office has reviewed the above-referenced Lease and that we have found
it to be legally sufficient, subject to the submission of any required materials and Council approval.
If you have any questions, please do not hesitate to contact me at (202) 727-2800.

__________________________
Katherine Jough
Senior Assistant General Counsel, Department of General Services
XB
KJ
Katherine Jough
EXECUTION VERSION
PAGE 1 OF 112
1201 Sycamore Drive, SE (as modified) DC DGS FORM L-100 (3/2018)

D.C. DEPARTMENT OF GENERAL SERVICES

IN-LEASE AGREEMENT 1. LEASE NO. ____________

AWARD OF IN-LEASE (L-100)

2. BUILDING NAME AND ADDRESS (No., street, city, state, and zip code)
1201 Sycamore Drive, SE
Washington, D.C. 20032

3. Your offer is hereby accepted. THIS AWARD CONSUMMATES THE LEASE WHICH CONSISTS OF THE FOLLOWING DOCUMENTS

(a) this DC DGS Form L-100 (Award of In-Lease),
(b) DC DGS Form L-102 (Accepted Proposal to Lease Space),
(c) DC DGS Form L-105 (In-Lease Agreement Definitions and Standard
Clauses and Provisions),
(d) Exhibit A (Depiction of Premises),
(e) Exhibit B (Legal Description of Land),
(f) Exhibit C (Work Exhibit for Tenant Improvements),
(g) Exhibit D (Form of Declaration of Delivery),
(h) Exhibit E (Rent Schedule of Net Rental),
(i) Exhibit F (Form of SNDA),
(j) Exhibit G (Form of Tenant Estoppel Certificate), and
(k) Exhibit H (Form of Declaration of Final Accounting), and
(l) Exhibit I (Janitorial Specifications)

(collectively, this “Lease”).

In the event of conflict, the order of priority between the documents comprising this Lease shall be in
the order above, unless otherwise specifically set forth in this Lease.

4a. LANDLORD'S NOTICE ADDRESS:

STE 17 Phase D LLC
c/o Redbrick LMD, LLC
1275 New Jersey Avenue, SE, Suite 601
Washington, D.C. 20006
Attention: Thomas Skinner

Email address: tskinner@redbrickpartners.com

with a copy to:

Grossberg, Yochelson, Fox & Beyda, LLP
1200 New Hampshire Avenue NW, Suite 555
Washington, D.C. 20036
Attn: Adam W. Walsh, Esq.

Email address: walsh@gyfb.com

4b. DISTRICT'S NOTICE ADDRESS:

Government of the District of Columbia
Department of General Services
EXECUTION VERSION
PAGE 2 OF 112
1201 Sycamore Drive, SE (as modified) DC DGS FORM L-100 (3/2018)

3924 Minnesota Avenue, NE, 6th Floor
Washington, D.C. 20019
Attn: Director

Email address: delano.hunter@dc.gov

with a copy to:

Government of the District of Columbia
Department of General Services
3924 Minnesota Avenue, NE, 6th Floor
Washington, D.C. 20019
Attn: General Counsel

Email address: xavier.beltran@dc.gov

and, notices required to be delivered by Landlord under Section 7 (including, without
limitation, Tax Payments Notices and notices regarding CPI changes and Operating Cost
Increases), with a copy to:

Email Address: DGSRent@dc.gov

and, in the event of an alleged District default, with a copy to:

Government of the District of Columbia
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

[SIGNATURE PAGES TO FOLLOW]

EXECUTION VERSION
PAGE 3 OF 112
1201 Sycamore Drive, SE (as modified) DC DGS FORM L-100 (3/2018)

5. LANDLORD'S SIGNATURE (Insert Landlord’s signature block including name of
Landlord and name and title of Signatory):

5a. SIGNATURE:

STE 17 PHASE D LLC,
a District of Columbia limited liability company

By: ______________________________
Name: ______________________________
Title: ______________________________

5b. DATE:

[THE DISTRICT’S SIGNATURE PAGE TO FOLLOW]

Thomas Skinner
Managing Partner
04/05/2025
EXECUTION VERSION
PAGE 4 OF 112
1201 Sycamore Drive, SE (as modified) DC DGS FORM L-100 (3/2018)

THIS DOCUMENT IS NOT BINDING ON THE DISTRICT OF COLUMBIA UNLESS SIGNED BELOW BY THE DIRECTOR OF
THE DEPARTMENT OF GENERAL SERVICES AND BY THE OFFICE OF THE GENERAL COUNSEL FOR THE DEPARTMENT
OF GENERAL SERVICES AND, IF THE ANNUAL RENTAL IS EQUAL TO OR EXCEEDS $1,000,000, APPROVED BY THE
COUNCIL OF THE DISTRICT OF COLUMBIA PURSUANT TO D.C. OFFICIAL CODE § 1-204.51.

DISTRICT’S SIGNATURES:

6. By:
NAME OF DIRECTOR: Delano Hunter
6a. SIGNATURE OF DIRECTOR:
6b. DATE:

Approved as to Legal Sufficiency for the District of Columbia by:
Office of the General Counsel for the Department of General Services:
7. By:
NAME: Katherine Jough
7a. TITLE: Senior Assistant General Counsel
7b. SIGNATURE:

7c. DATE:

8. LEASE COMMENCEMENT DATE

_________________________ _____, 20___.

[L-102 AND L-105 TO FOLLOW]

EXECUTION VERSION
PAGE 5 OF 112
1201 Sycamore Drive, SE (as modified) DC DGS FORM L-102 (3/2018)

D.C. DEPARTMENT OF GENERAL SERVICES
ACCEPTED PROPOSAL TO LEASE SPACE
LEASE
NO.➔ ______________ DATED
Lease
Commencement
Date
SECTION I - DESCRIPTION OF BUILDING AND PREMISES
1a. BUILDING NAME 3. TOTAL RENTABLE SQUARE FEET (“RSF”)
(compute rentable area in accordance with the BOMA Measurement Standard) N/A
a. BUILDING
GENERAL PURPOSE
(Office)

Approximately 103,972
RSF

b. BUILDING
WAREHOUSE

N/A
c. BUILDING
RETAIL (OR OTHER)

Approximately 14,367 RSF
1b. BUILDING ADDRESS (street address, city, state, zip code)

1201 Sycamore Drive, SE
Washington, D.C. 20032

d. LEASED PREMISES
GENERAL PURPOSE
(Office)

Approximately 10,670
RSF

e. LEASED
PREMISES
WAREHOUSE

N/A
f. LEASED PREMISES RETAIL
(OR OTHER)

N/A
1c. DISTRICT WARD

Ward 8
2a. TOTAL NO.
OF FLOORS IN
BUILDING;
BUILDING’S
SQUARE AND LOT

7 floors;
Lot 0965 in
Square 5868S
2b. FLOORS
LEASED TO
DISTRICT

Portion of 2nd
Floor

4. LIVE FLOOR
LOAD
5. MEASUREMENT
METHOD
6. YEAR OF LAST
MAJOR
RENOVATION
(if applicable)
7. BUILDING AGE

1 year

100
lbs. / sq. ft.
ANSI/BOMA [X]
OTHER [ ]
N/A
SECTION II - SPACE OFFERED AND RATES
8.

ANSI/BOMA
RENTABLE
SQUARE FEET
RENTABLE
SQUARE FEET
COMMON
AREA
FACTOR
INITIAL TERM 9. TENANT IMPROVEMENT
ALLOWANCE
RSF RATE PER
YEAR
(RENTABLE)
TOTAL
ANNUAL
AMOUNT
(2) x (4)

a. Tenant
Improvement
Allowance $960,300.00
($90.00 per RSF)
(1) (2) (3) (4) (5)
a. ANNUAL RENTAL
(initial Lease Year)

10,670 RSF
Same as Section
II(8)(a)(1) of DC
DGS Form L-102
N/A $66.07 $704,966.90
b. INITIAL
OPERATING
COSTS
$18.50 $197,395.00
c. INITIAL REAL
ESTATE TAXES $5.57 $59,431.90*

d. AMORT. OF
TENANT
IMPROVEMENTS
$0 $0
e. NET RENTAL
On a net basis
(initial Lease Year)
(This is the base rent amount, net of Initial Operating Costs and
Initial Real Estate Taxes) $42.00 $448,140.00
*Cost per RSF for Initial Real Estate Taxes is subject to adjustment based upon the actual real estate taxes as of the Rent Co mmencement
Date and shall be set forth in the Declaration of Delivery.

10. N/A

11. N/A
12. N/A
EXECUTION VERSION
PAGE 6 OF 112
1201 Sycamore Drive, SE (as modified) DC DGS FORM L-102 (3/2018)

13.
a. Total number of parking spaces
in the Parking Facility: 57

b. Ratio for calculating parking
spaces provided with Lease:

N/A
c. Reserved parking spaces for District fleet use: N/A N/A
d. Unreserved parking spaces for District fleet use : 2 spaces $225.00/month (escalating
pursuant to Section 2 of DC
DGS Form L-105)
e. Employee spaces: 8 spaces $225.00/month
(escalating pursuant to Section
2 of DC DGS Form L-105)

SECTION III - LEASE TERMS AND CONDITIONS
14. INITIAL LEASE TERM
(Full Term) 15. RENEWAL OPTIONS
a. NUMBER OF
YEARS

10 Lease Years
from the Rent
Commencement
Date
b. YEARS
FIRM

10
c. NUMBER OF DAYS NOTICE
REQUIRED FOR
GOVERNMENT TO
TERMINATE LEASE:

As applicable, see DC
DGS Form L-105.
a. NET RENTAL RATE
(RSF / YR)

See Sec. 6(a) of
DC DGS Form
L-105 and the
Rent Schedule
b. YEARS
EACH

5 years
c. NUMBER
OF
OPTIONS

1 option
d. NUMBER OF DAYS
NOTICE REQUIRED
TO EXERCISE
RENEWAL OPTION:
See Sec. 6(a) of DC
DGS Form L-105.

16. HVAC outside of Building Hours:
$50.00 per hour (escalating pursuant to Section 11.2 of DC DGS Form L-105)

17. District’s Proportionate Share: 9.02%

18. LIST OF ATTACHMENTS, IF ANY to DC DGS Form L -102:

NONE.
19. ADDITIONAL REMARKS OR CONDITIONS WITH RESPECT TO THIS LEASE

The number of rentable square feet in the Premises set forth in Section I(3) and Section II(8)(a)(1) and the District’s Proportionate Share in Section III(17) above shall be
subject to adjustment pursuant to the terms of this Lease, and set forth in the Declaration of Delivery.

SECTION IV - OWNER IDENTIFICATION AND CERTIFICATION
20. RECORDED OWNER (Name and address including ZIP code)
STE 17 Phase D LLC
c/o Redbrick LMD, LLC
1275 New Jersey Avenue, SE, Suite 601
Washington, D.C. 20006
Attention: Thomas Skinner

[LANDLORD SIGNATURE PAGE TO FOLLOW]

EXECUTION VERSION
PAGE 7 OF 112
1201 Sycamore Drive, SE (as modified) DC DGS FORM L-102 (3/2018)

21. BY EXECUTING BELOW, THE OFFEROR AGREES TO LE ASE TO THE DISTRICT OF COLUMBIA THE PREMISES DESCRIBED, UPON THE TERMS AND CONDITIONS
AS SPECIFIED HEREIN.
22. OFFEROR’S INTEREST IN PROPERTY:

Fee Simple
OWNER AGENT OTHER
(Specify):
[X] [ ]
23. OFFEROR:

STE 17 PHASE D LLC, a District of Columbia limited liability
company
b. E-MAIL ADDRESS:
tskinner@redbrickpartners.com
c. TELEPHONE NUMBER (Including area code)
202.393.8090
d. SIGNATURE:

By: ________________________
Name: ________________________
Title: ________________________
e. DATE SIGNED:

_______________

[L-105 TO FOLLOW]

Thomas Skinner
Managing Partner
04/05/2025
EXECUTION VERSION
PAGE 8 OF 112 (as modified) DC DGS FORM L-105 (3/2018)
1201 Sycamore Drive, SE

DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL
SERVICES

IN-LEASE AGREEMENT
DEFINITIONS AND
STANDARD CLAUSES AND
PROVISIONS

This Lease is entered into
between Landlord and the District
effective as of the Lease Commencement
Date (hereafter defined). All exhibits
attached to this DC DGS Form L-105 are
incorporated herein.

TABLE OF CONTENTS:

Definitions
§ 1 Premises
§ 2 Parking
§ 3 Use of Premises
§ 4 Rules
§ 5 Initial Lease Term
§ 6 Extension Term
§ 7 Annual Rental, Real Estate
Taxes, and Operating Costs
§ 8 Construction of Tenant
Improvements; Alterations; Delivery
Date
§ 9 Maintenance and Repairs
§ 10 Signs
§ 11 Service and Utilities
§ 12 Interruption
§ 13 Inspection
§ 14 Insurance
§ 15 Liability of Landlord and the
District
§ 16 Damage or Destruction
§ 17 Condemnation
§ 18 Default
§ 19 Subordination
§ 20 Estoppel Certificate
§ 21 Assignment and Sublease
§ 22 Holding Over
§ 23 Brokers, Agents
§ 24 General Provisions
§ 25 Asbestos Certification
§ 26 Specific District of Columbia
Law

DEFINITIONS:

“Additional Rent” means all sums other
than Annual Rental, or the components
thereof, payable by the District to
Landlord under this Lease.
“Agent” means a Party’s employee ,
officer, agent or contractor.
“Alteration” means any improvement,
addition, alteration, fixed decoration,
substitution, replacement or
modification, structural or otherwise,
elected to be made by the District in or to
the Premises or the Building or the Land,
but does not include removable fixtures,
furniture, or equipment.
“Annual Rental” means the total annual
amount of Net Rental, Initial Operating
Costs and Initial Real Estate Taxes due
under th is Lease. The Annual Rental
applicable to the initial Lease Year is set
forth in Section II(8)(a)(5) of DC DGS
Form L -102. The Parties acknowledge
and agree that Annual Rental does not
include any amortization of the Tenant
Improvement Allowance.

“Anti-Deficiency Acts ” is defined in
Section 26.1(a) hereof.
“Base Building Conditions ” means the
roof, floor slab, exterior walls (excluding
doors, windows, and glass), structural
portions of the Premises, and any utility
lines located on the Land but outside of
the Building and up to the point of entry
into the Building.
EXECUTION VERSION
PAGE 9 OF 112 (as modified) DC DGS FORM L-105 (3/2018)
1201 Sycamore Drive, SE

“BOMA Measurement Standard ” or
“BOMA” means the Building Owners
and Managers Association Standard
Method for Measuring Floor Area in
Office Building ( BOMA/ANSI Z65.1-
2010) for rentable floor area . For
purposes of this Lease, all measurements
of rentable square feet of space shall be
based upon the BOMA Measurement
Standard.
“Building” means the building specified
in Section I(1) of DC DGS Form L-102.
“Building Hours ” means Monday
through Friday, 8:00 a.m. to 6:00 p.m.,
and Saturday from 9:00 a.m. to 1:00 p.m.,
excluding Sundays and holidays
observed by the Government of the
District of Columbia and days when the
Government of the District of Columbia
is otherwise officially closed for
business.
“Building Structures and Systems ”
means the Building standard mechanical,
electrical, telephone/telecommunications
systems, lighting, HVAC and plumbing
systems, elevator core and mechanical
systems, safety and environmental
management systems, pipes and conduits,
including any system or equipment
installed for the purposes of keeping
below-grade levels dry, columns, plate
glass windows, window cleaning tracks,
atrium, loading docks, grounds, the
Parking Facility, all mechanical and
janitorial closets, and a ll other structures
or systems serving the Building.
“Business Days” means Monday through
Friday, excluding holidays observed by
the Government of the District of
Columbia and days whe n the
Government of the District of Columbia
is officially closed for business.
“CFRAA” means the Campaign Finance
Reform Amendment Act of 2018 (D.C.
Law 22 -250; D.C. Official Code § 1 -
1001.03 et seq. ) and the regulations
promulgated in connection therewith.
“Common Areas ” means the elevators,
hallways, stairways, public bathrooms,
sidewalks, driveways, parking areas,
loading docks, common entrances,
lobbies and other similar public or non-
exclusive areas and access ways in or on
the Property.
“CPI” means the revised Consumer Price
Index for Urban Wage Earners and
Clerical Workers ( revised CPI-W), All
Items, Washington – Arlington –
Alexandria, DC -VA-MD-WV, 1982-
84=100, as published by the Bureau of
Labor Statistics of the United States
Department of Labor. If the CPI is
changed so that a base year of other than
1982-84 is used, the CPI used herein shall
be converted in accordance with the
conversion factor published by the
Bureau of Labor Statistics of the United
States Department of Labor. If the CPI is
discontinued or otherwise revised during
the Term, such other government index or
computation by which Landlord and the
District agree that the CPI has been
replaced by shall be used for purposes of
this Lease to obtain substantially the
same result as would be obtained if the
CPI had not been discontinued or
otherwise revised.
“Declaration of Delivery ” means that
document (the form of which is set forth
in “Exhibit D” attached hereto and made
a part hereof) to be delivered by Landlord
to the District within five (5) Business
Days of the satisfaction of Landlord’s
Delivery Obligations and to be executed
by the Parties, which sets forth the Rent
Commencement Date, Lease expiration
EXECUTION VERSION
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1201 Sycamore Drive, SE

date, and final number of rentable square
feet in the Premises, as well as sets forth
and verifies such other terms and
information as is deemed appropriate by
the Parties.
“Declaration of Final Accounting ”
means that document (the form of which
is set forth in “Exhibit H” attached hereto
and made a part hereof) to be executed by
the Parties upon completion of the Final
Accounting as set forth in the Work
Exhibit, which sets forth the Final
Accounting, any adjustments to be made
to any rental abatement as a result thereof,
and any Change Order Costs or Excess
Costs, as well as sets forth such other
terms and information as is deemed
appropriate by the Parties.
“Director” means the Director of the
Department of General Services, an
executive agency within the Government
of the District of Columbia authorized,
pursuant to the Department of General
Services Establishment Act of 2011,
effective September 14, 2011 (D.C. Law
19-21, 58 DCR 6226), D.C. Official Code
§ 10-551.01 (2011 Supp.), as well as, all
regulations, and orders promulgated and
related thereto and in furtherance thereof
(as all may be amended from time to
time), and established to, among other
things, manage certain leased space and
other real property assets of the District
of Columbia.
“District” means the District of
Columbia, by and through its Department
of General Services, as the tenant under
this Lease and any agency, office or
instrumentality of the District of
Columbia occupying the Premises (solely
in its or their capacity as an occupant
under this Lease) during the Lease Term.
“District Approval” means approval by
the District, not to be unreasonably
withheld, conditioned or delayed.
“District Default” is defined in Section
18.1(a) hereof.
“District Delay” is defined in the Work
Exhibit.
“District Negligence ” means the
negligence or willful misconduct of the
District or its Agent, as determined by the
judgment of a court of competent
jurisdiction.
“District of Columbia ” means the
District of Columbia, a municipal
corporation, in its capacity as a sovereign
entity, and not in its capacity as the tenant
under this Lease.
“District’s Proportionate Share” means
the percentage that the total rentable
square feet of the Premises bears to th e
total rentable square feet in the Building.
As of the Lease Commencement Date,
the District’s Proportionate Share is (1) as
set forth on Section III(17) of DC DGS
Form L -102; and (2) subject to
adjustment on the Declaration of
Delivery. For purposes of this Lease, all
measurements of rentable square feet of
space shall be based upon the BOMA
Measurement Standard. Notwithstanding
the foregoing, if at some point during the
Term the Building or the Property is
improved such that the rentable square
feet of the Building is increased
(including without limitation the
construction of an annex or addition to
the Building), or the quantity of rentable
square feet at the Property is increased
(including w ithout limitation the
construction of an additional building on
the Land), and unless such increased area
shall be assessed separately from the
Property (which is the subject of this
EXECUTION VERSION
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1201 Sycamore Drive, SE

Lease) for purposes of taxation (a
“Separate Assessment ”), the District’s
Proportionate Share shall be reduced to
account for the new rentable square feet
of the Building or the new amount of
rentable square feet at the Property .
Landlord shall give prompt notice thereof
to the District, and such revised District’s
Proportionate Share shall be effective as
of the completion of such increase in the
rentable square feet of the Building or
increase to the amount of rentable square
feet at the Property. If Landlord delays in
providing such notice to the District, any
overpayment by the District to Landlord
as a result of such delay shall be a credit
to the District against any Annual Rent or
Additional Rent coming due under th is
Lease. Any such reduction in the
District’s Proportionate Share shall be set
forth on a subsequent declaration of
delivery.
“Emergency Condition ” is defined in
Section 13.1 hereof.
“Environmental Default means any of
the following: (a) a continuing violation
beyond any applicable period of notice
and cure of any Environmental Law; (b)
a release, spill or discharge of Hazardous
Materials on or from the Premises, or any
portion of the Property; (c) an
environmental condition constituting a
violation of Environmental Law
requiring responsive action; or (d) any
combination of the foregoing.
“Environmental Laws ” means any
present and future laws and any
amendments thereto (whether common
law, statute, rule, order, regulation or
otherwise), permits and other
requirements or guidelines of
governmental authorities applicable to
the Building or the Land and relating to
the environment and environmental
conditions or to any Hazardous Material
(including, without limitation, CERCLA,
42 U.S.C. § 9601 et seq.; the Resource
Conservation and Recovery Act of 1976,
42 U.S.C. § 6901 et seq.; the Hazardous
Materials Transportation Act, 49 U.S.C.
§ 1801 et seq.; th e Federal Water
Pollution Control Act, 33 U.S.C. § 1251
et seq.; the Clean Air Act, 42 U.S.C. §
7401 et seq.; the Toxic Substances
Control Act, 15 U.S.C. § 2601 et seq.; the
Safe Drinking Water Act, 42 U.S.C. §
300f et seq.; the Emergency Planning and
Community Right -To-Know Act, 42
U.S.C. § 1101 et seq.; the Occupational
Safety and Health Act, 29 U.S.C. § 651 et
seq.; any so -called “Super Fund” or
“Super Lien” law; any law requiring the
filing of reports and notices relating to
hazardous substances, enviro nmental
laws administered by the Environmental
Protection Agency and any similar state
and local Laws; all amendments or
modifications to the foregoing as they
may occur from time to time; and, all
regulations, orders, decisions and decrees
now or hereafte r promulgated
thereunder).
“Extension Term” is defined in Section
6 hereof.
“False Claims Act” means D.C. Official
Code §§ 2 -381.01, et. seq. , as may be
amended from time to time.
“Final Accounting ” is defined in the
Work Exhibit, and shall be set forth in the
Declaration of Final Accounting.
“FOIA” means D.C. Freedom of
Information Act, D.C. Official Code § 2-
531, et seq ., as may be amended from
time to time.
“Force Majeure Event ” means any of
the following that directly cause any of a
EXECUTION VERSION
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1201 Sycamore Drive, SE

Party’s obligations under this Lease not
to be performed in a timely manner: an
act of God (including fire, flood,
earthquake, hurricane, or other natural
disaster); war; acts of terrorism (as
defined by the U nited Nations Security
Council); insurrection; riot; a general
shortage of labor, equipment, facilities,
materials or supplies in the open market ;
failure or unavailability of transportation;
strike, lockout, or other actions of labor
unions; a health epidemic or pandemic or
similar healthcare emergency, as declared
by the Centers for Disease Control or
District of Columbia government
officials; or any other cause, whether
similar or dissimilar to the foregoing that
is not within the reasonable control of the
party or caused by the willful misconduct
or negligence of Landlord or District
Negligence, as applicable . Each Party
shall use good faith efforts with respect to
a Force Majeure Event so as to reduce or
avoid, to the extent commercially
reasonable, a delay in performance or
failure to perform.
“Hazardous Materials ” means (a)
asbestos and any asbestos containing
material and any substance that is then
defined or listed in, or otherwise
classified pursuant to, any Environmental
Laws or any other applicable Laws as a
“hazardous substance,” “hazardous
material,” “hazardous waste,” “infectious
waste,” “toxic substance,” “toxic
pollutant” or any other formulation
intended to define, list or classify
substances by reason of deleterious
properties such as ignitabi lity,
corrosivity, reactivity, carcinogen icity,
toxicity, reproductive toxicity or Toxicity
Characteristic Leaching Procedure
(TCLP) toxicity; (b) any petroleum and
drilling fluids, produced waters and other
wastes associated with the exploration,
development or production of crude oil,
natural gas or geothermal resources; and
(c) any petroleum product,
polychlorinated biphenyls, urea
formaldehyde, radon gas, radioactive
material (including any source, special
nuclear or by -product material), medical
waste, chlorofluorocarbon, lead or
lead-based product and any other
substance the presence of which could be
detrimental to the Building or the Land or
hazardous to health or the environment.
“Initial Lease Term ” means the period
that begins on the Rent Commencement
Date, and continues for the period set
forth in Section III(14) of DC DGS Form
L-102 (such period not including the
Extension Term, if applicable ), in all
events subject to Section 26.1 hereof.
“Initial Operating Costs ” is defined
within the definition of “Operating
Costs” below.
“Initial Real Estate Taxes” is defined in
Section 7.5(a) hereof.
“Interruption” means any event or
condition which causes the Premises or a
portion thereof to be inaccessible or unfit
for its intended use under this Lease,
including without limitation the
following events and conditions : ( a)
failure to provide electricity, heating,
lighting, ventilation, air conditioning,
running water, plumbing, or Building
security; ( b) if the Premises includes
floors located above the ground floor,
failure to have at least one (1) passenger
elevator operational in the Building
servicing the Premises; ( c) failure to
provide functioning sprinklers or smoke
detectors in the Building as required by
any L aws; and (d) an Environmental
Default.
“Land” means the real property upon
EXECUTION VERSION
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1201 Sycamore Drive, SE

which the Building is located , the legal
description of which is set forth in
“Exhibit B” attached hereto and made a
part hereof.
“Landlord” means STE 17 Phase D
LLC, a District of Columbia limited
liability company, and its successors and
permitted assigns.
“Landlord Default” is defined in Section
18.2(a) hereof.
“Landlord Payment Address ” means
the address or wiring instructions for
payments of Annual Rental and
Additional Rent hereunder provided by
Landlord to the District in writing prior to
the Lease Commencement Date, as may
be revised by Landlord’s written notice to
the District.
“Landlord’s Delivery Obligations ”
means (i) Landlord’s Substantial
Completion of the Tenant Improvements
(including all HVAC, plumbing,
electrical and other mechanical systems,
in accordance with the terms and
conditions of the Work Exhibit, in good
working order and condition, and the
Premises is in compliance with all
applicable Laws), (ii) Landlord’s delivery
of the Premises to the District, (iii)
Landlord making the Parking Spaces
available for the District’s use , (vi)
completion of the Storage Work (if
applicable), and (v) Landlord obtaining
all permits and approvals required from
all applicable governmental authorities to
enable the District to occupy the Premises
(including Landlord’s delivery of a
certificate of occupancy for the Premises
to the District) ; provided, however, that
Landlord shall be deemed to have
satisfied this clause (i v) if Landlord has
delivered a temporary certificate of
occupancy that allows for the District’s
use and occupancy for its intended
purpose so long as Landlord delivers a
permanent certificate of occupancy
within sixty (60) days after otherwise
satisfying Landlord’s Delivery
Obligations. T he satisfaction of the
Landlord’s Delivery Obligations will be
evidenced by full execution of the
Declaration of Delivery.
“Laws” means all applicable laws
(including, without limitation (i) the
Americans with Disabilities Act (the
“ADA”), 101 P.L. 336; 104 Stat. 327,
together with the requirements under
Title II and Title III of the ADA , (ii) the
Human Rights Act of 1977, D.C. Law 2 -
38; D.C. Official Code §2 -1401.01, et
seq.), and (iii ) the Davis -Bacon Act, 40
U.S.C. §§ 3141-3148, together with Title
29 of the Code of Federal Regulations
part 5) , and the orders, rules and
regulations promulgated thereunder, as
the same may be amended from time to
time, including but not limited to all
applicable ordinances (including without
limitation, zoning ordinances and land
use requirements) and codes of the
District of Columbia, the United States,
and any other governmental or quasi -
governmental entities.
“Lease” is defined in Section 3 of DC
DGS Form L-100.
“Lease Commencement Date ” means
the date the Parties fully execute and
deliver this Lease and this Lease is in full
force and effect, which date is set forth in
Section 8 of DC DGS Form L-100.
“Lease Term ” or “Term” means the
Initial Lease Term, as may be extended
by the Extension Term, in all events
subject to Section 26.1 hereof.
“Lease Year” means a period of twelve
EXECUTION VERSION
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1201 Sycamore Drive, SE

(12) consecutive months commencing on
the Rent Commencement Date, and each
successive twelve (12) month period
thereafter until the Lease Term ends;
provided, however, that if the Rent
Commencement Date occurs on a day
other than the first (1st) day of a month,
the first (1st) Lease Year shall begin on
the Rent Commencement Date and end
one year from the last day of the month in
which the Rent Commencement Date
occurs. Each “month” during the Lease
Term shall consist of the actual number
of days elapsed therein.
“Net Rental ” means the portion of
Annual Rental due from the District as
base rent for the Premises. The Net
Rental applicable to the initial Lease Year
is set forth in Section II(8)(e) of DC DGS
Form L -102. The Net Rental shall
escalate as set forth in Section 7.1 and on
the Rent Schedule attached hereto as
“Exhibit E”.
“Operating Costs” means that portion of
Annual Rental (as Initial Operating
Costs) and Additional Rent (as Operating
Cost Increases) payable monthly, in
arrears, by the District in consideration
for Landlord’s provision of services
(including janitorial and utilities) to, and
the repair, maintenance and operation of,
the Premises, Building and Land in
accordance with the terms of this Lease.
The Operating Costs applicable to the
initial Lease Year (“Initial Operating
Costs”) are set forth in Section II(8)(b) of
DC DGS Form L -102. Initial Operating
Costs are subject to escalation pursuant to
Section 7.6 hereof.
“Parking Facility” means the parking
garage serving the Building.
“Parking Spaces ” is defined in Section
2.2 hereof.
“Parties” means Landlord and the
District.
“Party” means either Landlord or the
District.
“Permitted Use ” means any lawful use
of the Premises.
“Portfolio Manager ” means the
Associate Director or the Realty Officer
of the Portfolio Management Division of
the District of Columbia Department of
General Services.
“Premises” means the premises
containing the approximate rentable
square feet as set forth in Sections I(3)(d)
and II(8)(a)(1) of DC DGS Form L -102,
and as more particularly depicted in
“Exhibit A” attached hereto and made a
part hereof, subject to the provisions of
Section 1.1 hereof.
“Project Architect ” is defined in the
Work Exhibit.
“Property” means the Building and
Land.
“Real Estate Taxes ” is defined in
Section 7.5(c) hereof.
“Rent Commencement Date” means the
date upon which all of Landlord’s
Delivery Obligations have been satisfied
as set forth herein, which date shall be set
forth in the Declaration of Delivery.
“Representatives” means that Party’s
respective Agents, affiliates,
shareholders, partners, directors, officers,
trustees, members and representatives as
applicable to that Party (and any past,
present or future Agents, affiliates,
shareholders, partners, directors, officers,
trustees, members and representatives of
any of them).
EXECUTION VERSION
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1201 Sycamore Drive, SE

“Storage Work” is defined in Section
2.1(b) hereof
“Substantially Complete ” and
“Substantial Completion” are defined in
the Work Exhibit.
“Tax Year” means the 12 month period
which is the basis for District of
Columbia real property tax assessments,
which as of the Lease Commencement
Date is October 1 through September 30.
“Tenant Improvement Allowance ”
means the amount set forth in Section
II(9)(a) of DC DGS Form L -102, which
allowance shall be applied towards any
Tenant Improvements. For the avoidance
of doubt, there shall be no rental
payments for or associated with the
amortization of the Tenant Improvement
Allowance, and in no event shall the
expiration or prior termination of this
Lease result in (i) any payment by the
District for, or the principal of, the Tenant
Improvement Allowance, or (ii) any other
payment of or reimbursement for the
Tenant Improvement Allowance. The
District acknowledges that, prior to the
Lease Commencement Date, the
Premises was leased by Landlord under a
lease agreement (the “WW Lease”) with
Whitman-Walker Health System, Inc., a
District of Columbia corporation
(“WW”). Prior to entering into this
Lease, Landlord and WW entered into an
amendment and partial termination of the
WW Lease providing for the termination
of the WW Lease with respect to the
Premises and requiring WW to (i)
continue to pay rent to Landlord for the
Premises under the WW Lease through
the Rent Commencement Date, and (i i)
pay to Landlord the full amount of the
Tenant Improvement Allowance and the
brokerage commission required to be
paid by Landlord under this Lease, which
funds have been paid to Landlord on or
prior to the Lease Commencement Date.
As such, under th is Lease, Landlord is
obligated to provide the Tenant
Improvement Allowance and the
brokerage commission.
“Tenant Improvements ” are the
improvements to the Premises to be
provided by Landlord in accordance with
the terms and conditions set forth in, and
as are more particularly defined in, the
Work Exhibit. For the avoidance of any
doubt, Tenant Improvements constituting
furniture or equipment shall be the
personal property of the District.
“Work Exhibit ” means the provisions
setting forth the terms and conditions for
Landlord’s completion of the Tenant
Improvements. The Work Exhibit is
contained in “Exhibit C” attached hereto
and made a part hereof.
CLAUSES AND PROVISIONS:
1. PREMISES
1.1 The District hereby leases
the Premises from Landlord , and
Landlord hereby leases the Premises to
the District, for the term and upon the
conditions and covenants set forth in this
Lease. Landlord shall cause a final
measurement of the Premises to be taken
upon Landlord’s Substantial Completion
of the Tenant Improvements, as set forth
in the Work Exhibit . Such final
measurement shall be: (i) set forth on the
Declaration of Delivery, (ii) determined
based on the actual measurement of the
Project Architect, (iii) in accordance with
the BOMA Measurement Standard, and
(iv) subject to District Approval.
1.2 Landlord hereby grants to
the District and its Agents, licensees and
EXECUTION VERSION
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1201 Sycamore Drive, SE

invitees the non-exclusive right to use the
Common Areas in the Building and on
the Land, in accordance with the terms of
this Lease. The District and its Agents,
licensees and invitees shall have access
and rights of ingress and egress to the
Property, the Building, the Premises and
the Parking Facility 24-hours each day of
the Lease Term (including elevator
service).
1.3 Landlord shall deliver the
Premises to the District at such time as all
of the Tenant Improvements are
Substantially Complete, as hereinafter
provided. Landlord hereby represents,
warrants, and covenants that, as of the
Rent Commencement Date, the Property
and the Building will comply with Laws,
subject to any “grandfathering”
provisions, and that the Premises,
including without limitation all HVAC,
plumbing, electrical and other
mechanical systems, shall be in g ood
working order and condition . Landlor d
shall be responsible for complying with
all Laws pertaining to the Building ,
Common Areas, Base Building
Conditions, and Building Structures and
Systems, including any required changes
to the Building or the Premises, at
Landlord’s sole cost and expense
(meaning that such costs and expenses
are already included in Annual Rental
and shall not be billed as Additional
Rent). Following the Rent
Commencement Date, Landlord shall
cause all such future changes, additions
and/or work to the Building, Common
Areas, Base Building Conditions or
Building Structures and Systems: (i) to
the extent commercially reasonable, to be
performed outside of Building Hours,
unless such change, addition and/or work
does not interfere in any material, adverse
manner with the District’s use and
enjoyment of the Premises, as determined
by the District in the District’s sole but
reasonable discretion; and (ii) if such
change, addition and/or work is in the
Premises, to be behind walls or above
ceilings; provided, however, that (x)
Landlord may not remove any Building
amenities that exist as of the Lease
Commencement Date or that Landlord is
required to provide hereunder, and (y) if
any Common Areas are reduced in size
such that the Building’s core or Common
Areas would change under the BOMA
Measurement Standard resulting in a
reduced Building size, the District’s
Proportionate Share shall not be
increased based on any such change .
Landlord shall: (A) restore the Premises
to substantially the same condition and
finish as existed immediately prior to any
such change, addition and/or work; (B)
use commercially reasonable efforts to
minimize disruption to the District’s
operations duri ng any such change,
addition and/or work to the extent
reasonably practicable under the then
existing circumstance s; and (C) ensure
that the District has reasonable access to,
and ingress and egress from, the
Building, the Premises and the Parking
Facility during any such change, addition
and/or work . Notwithstanding the
foregoing, Landlord shall not be
responsible for any non -compliance of
the Premises with Laws that is solely
attributable to the District’s use or
occupancy of the Premises (including
Alterations in and to the Premises by the
District) throughout the Lease Term. If
the District elects to use the Premises in a
way that necessi tates changes or
additions to the Premises in order to
comply with Laws solely due to the
District’s specific use or occupancy of the
Premises, the District shall either cease
such use or be responsible for those
changes or additions, subject to the
EXECUTION VERSION
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1201 Sycamore Drive, SE

certification of the availability of
appropriated funds for such purpose.
1.4 Subject to the terms and
conditions of this Lease (including but
not limited to Landlord’s Substantial
Completion of the Tenant
Improvements), Landlord shall deliver
the Premises to the District and the
District shall accept the Premises,
Building and Land in its “as -is”
condition, and in accordance with the
terms of this Lease (including without
limitation that Landlord shall deliver the
Premises to the District pursuant to the
terms of the Work Exhibit). The Parties
acknowledge that the Premises will
initially be occupied by the District of
Columbia Office of the State
Superintendent of Education.
2. PARKING
2.1 (a) During the Lease
Term, Lan dlord shall provide to the
District 2 unreserved parking spaces in
the Parking Facility for use by
government fleet vehicles and other
official governmental uses (the “Fleet
Spaces”), and a monthly parking permit
for each such space (each, a “ Fee
Permit”). Commencing as of the Rent
Commencement Date, the District shall
pay as Additional Rent a “ Parking Fee”
in the monthly amount of $225.00 per Fee
Permit, which shall be paid i n the same
manner as Annual Rental, including in
arrears. The Parking Fee shall be subject
to an annual escalation of 3.0%
commencing on the first day of the
second Lease Year . “District Parking
Rate” means the then current Parking Fee
as escalated by such 3.0% yearly
escalations. The Parking Fee payable by
the District shall be inclusive of all taxes,
fees and other charges, and shall not be
subject to increase except for the annual
escalations set forth above.

(b) The Parties acknowledge
and agree that the District may elect that
2 of the Fleet Spaces be converted into
caged storage space for the District’s
exclusive use, such work to be performed
by Landlord at Landlord’s sole cost and
expense (the “Storage Work”). In such
event, (a) the location of the 2 Fleet
Spaces and the specifications for the cage
and raised floor shall be subject to the
approval of the Parties, not to be
unreasonably withheld, conditioned or
delayed; (b) the Storage Work shall be
completed as a condition to the Rent
Commencement Date; and (c) the District
shall have no obligation to return the
storage spaces for use as parking spaces
upon the end of the Lease Term. For the
avoidance of doubt, the District shall pay
for the use of the 2 Fleet Spaces as storage
space in accordance with Section 2.1(a)
above, and Landlord shall not be required
to provide a Fee Permit for each such
space.

2.2 During the Lease Term,
Landlord shall also provide the District
with 8 unreserved parking spaces ( other
than the Fleet Spaces) in the Parking
Facility for the use of e mployees and
agents of the District (each, an
“Employee Space ”, and the Employee
Spaces together with the Fleet Spaces,
being the “Parking Spaces ”), together
with a monthly Fee Permit for each such
space. There shall be no Additional Rent
due by, or any other charge to, the District
for the Employee Spaces . Rather, each
recipient of an E mployee Space shall
enter into a separate agreement with the
Parking F acility operator for the use of
such Fee Permit and the payment
therefor. E ach such agreement shall
EXECUTION VERSION
PAGE 18 OF 112 (as modified) DC DGS FORM L-105 (3/2018)
1201 Sycamore Drive, SE

provide for a monthly parking fee at the
then applicable District Parking Rate ,
which monthly parking fee shall be
inclusive of all taxes, fees and other
charges, and shall not be subject to
increase except for the annual escalations
set forth above.

2.3 The District’s use of the
Parking Facility may be subject to rules
and regulations promulgated by Landlord
or the Parking Facility operator which are
reasonable and in accordance with Laws
(to be promulgated and enforced without
discrimination against the District )
regarding the use of the Parking Facility,
which rules and regulations must be in
writing and delivered to the District. If
any provision of this Lease conflicts with
any provision of such Parking Facility
rules and regulations , such provis ion of
this Lease shall govern.

3. USE OF PREMISES
3.1 The District shall use and
occupy the Premises for the Permitted
Use. By executing th is Lease, Landlord
acknowledges and pre -approves
occupancy for the Permitted Use by any
District of Columbia agency or
instrumentality as the District may elect
during the Lease Term. Substitution of
an agency or instrumentality shall not
constitute an assignment or sublease or be
subject to Landlord’s approval, so long as
the substituted agency uses the Premises
for the Permitted Use. The District shall
endeavor to provide at least 30 days prior
written notice to Landlord of any such
substitution, but any failure to provide
such notice shall not constitute a default
under th is Lease. The District shall
comply with all Laws applicable to it
concerning the use, occupancy and
condition of the Land, Building or
Premises and all machinery, equipment,
furnishings, fixtures, and improvements
therein, all of which shall be complied
with in a timely manner, provided that the
District shall not be required to construct
or alter the elements of the Base Building
Conditions or Building Structures and
Systems within the Premises unless
required by reason of either (i) the
District’s particular use of the Premises,
or (ii) any Alteration. If the District is so
required to construct or alter any
elements of the Base Building Conditions
or Building Structures and Systems as
aforesaid, all such construction or
alteration shall be Alterations and shall be
subject to the terms and provisions of
Sections 8.2 and 8.3 of this Lease. If any
Law requires an occupancy or use permit
or license for the Premises or the
operation of the business conducted
therein (other than a certificate of
occupancy), then the District shall obtain
and keep current such permit or license;
provided, however, that Landlord shall be
responsible for obtaining any necessary
licenses or permits to perform the Tenant
Improvements, and Landlord shall ensure
that the Tenant Improvements comply
with all Laws, and, upon Substantial
Completion of the same, Landlord shall
deliver the appropriate certificate(s) of
occupancy to the District. Use of the
Premises is subject to all covenants,
conditions and restrictions of record,
which Landlord represents and warrants
do not and will not adversely impact the
Permitted Use hereunder.
3.2 The District shall pay
before delinquency any business, rent or
other taxes or fees that are now or
hereafter levied, assessed or imposed
directly upon the District by any
governmental authority due to its use or
occupancy of the Premises, the conduct
of the District’s business at the Premises
or the District’s equipment, fixtures,
EXECUTION VERSION
PAGE 19 OF 112 (as modified) DC DGS FORM L-105 (3/2018)
1201 Sycamore Drive, SE

furnishings, inventory or personal
property, subject to the certification of the
availability of appropriated funds for
such purpose and Section 26.1 hereof. If
any such tax or fee is enacted or altered
so that such tax or fee is levied against
Landlord or so that Landlord is
responsible for collection or payment
thereof, then the District shall pay such
tax or fee with the monthly payment of
Annual Rental next becoming due and
payable, subject to the certification of the
availability of appropriated funds for
such purpose and Section 26.1 hereof.
3.3
(a) Neither the District nor
the District’s Agents shall introduce or
cause an Environmental Default in or on
the Premises, the Building or the Land.
Upon the expiration or earlier termination
of this Lease, the District shall surrender
the Premises to Landlo rd free of
Hazardous Materials introduced by the
District or the District’s Agents in
violation of Environmental Laws
(excluding violations of Environmental
Laws caused by parties other than the
District and the District’s Agents).
(b) Each of the District and
Landlord shall (i) give the other prompt
oral and follow -up written notice of any
actual or threatened Environmental
Default or third party claim regarding the
same affecting or relating to the Premises
or any other portion of the Property which
could affect occupants or invitees of the
Premises, including the Parking Facility
or Common Areas (an “Environmental
Area”), about which such Party becomes
aware; and (ii) promptly deliver to the
other copies of any notices or other items
received from or submitted to any
governmental or quasi -governmental
agency and copies of any notices or other
items received relating to any claim
instituted or threatened by any third party
regarding an actual or threatened
Environmental Default. Subject to the
Anti-Deficiency Acts , the District shall
diligently cure any Environmental
Default to the extent caused by District
Negligence, in accordance with all
Environmental Laws and only after the
District has obtained Landlord’s prior
written consent, which shall not be
unreasonably withheld, conditioned or
delayed.
(c) Landlord represents and
warrants that, upon Landlord’s delivery
of the Premises to the District on the Rent
Commencement Date, the Property
(including the Premises) complies in all
material respects with Environmental
Laws. Landlord shall promptly abate,
remediate or otherwise cure any
Environmental Default affecting an
Environmental Area caused by Landlord
or its Representatives in accordance with
all Environmental Laws (or shall cause
the same if such Environmental Defau lt
was caused by a third party ), provided
that Landlord shall have no obligation to
perform such abatement, remediation or
cure if Landlord’s insurance proceeds are
insufficient to effect such abatement,
remediation, or cure. In the event of an
Environmental Default affecting an
Environmental Area not caused by
District Negligence, within 10 days of
Landlord’s actual knowledge of such
Environmental Default, Landlord shall
notify the District in writing of the default
(“Environmental Notice ”) which
Environmental Notice shall set forth ( i)
Landlord’s reasonable determination of
the time necessary to cure the
Environmental Default, and (ii) whether
Landlord elects not to cure the
Environmental Default because insurance
proceeds payable are insufficient to pay
EXECUTION VERSION
PAGE 20 OF 112 (as modified) DC DGS FORM L-105 (3/2018)
1201 Sycamore Drive, SE

for the costs of such cure. The District
shall have the right to terminate this
Lease on 30 days prior written notice to
Landlord delivered within 30 days after
receipt of the Environmental Notice if the
Environmental Notice states that either
(x) Landlord cannot cure the
Environmental Default within 9 0 days
after the date of the Environmental
Notice (which time period includes the
time needed for effecting a satisfactory
settlement with any insurance company
involved, removal of debris, preparation
of plans and issuance of all required
governmental perm its); or (y) Landlord
elects not to cure the Environmental
Default because insurance proceeds are
insufficient to effect such cure . Each of
Landlord and the District shall have the
right to terminate this Lease on 30 days
prior written notice given to the other
Party within 30 days of the date of an
Environmental Default affecting an
Environmental Area not caused by
District Negligence if less than one year
is then remaining in the Lease Term.
(d) If this Lease is terminated
pursuant to this Section 3.3, then Annual
Rental and any Additional Rent shall be
apportioned (based on the portion of the
Premises that is usable or used after the
Environmental Default) and paid to the
date of termination. If this Lease is not
terminated pursuant to this Section 3.3 ,
then until the cure of the Environmental
Default, the District shall be required to
pay Annual Rental and any Additional
Rent only for that portion of the Premises
that is usable or used while such cure is
being effected.
(e) Landlord hereby
indemnifies, releases and holds the
District and its Representatives harmless
from all claims, damages and injury
resulting from (i) any Hazardous
Materials present on the Premises,
Building, or Land prior to the Rent
Commencement Date, and (ii) an
Environmental Default not caused by
District Negligence.
3.4 Landlord hereby
represents and warrants to the District,
and covenants to the District during the
Lease Term, that: (i) Landlord holds (and
shall hold ) good and marketable fee
simple title to the Property and has (and
shall have ) the full right and power to
provide (and shall provide) to the District,
full use and quiet enjoyment of the
Premises and Property in accordance with
the provisions of this Lease (including
without limitation the full right and
power to provide the District with the use
of the Parking Spaces and for the
District’s unfettered ingress and egress to
and from the Property, the Building, the
Parking Facility, and the Premises) ; and
(ii) there are (and shall be) no matters of
public record encumbering the Property
and no agreements to which Landlord is a
party, which would (A) interfere with or
adversely affect District’s use and
enjoyment of the Premises or prevent the
District from operating within the
Premises in accordance with the terms of
this Lease, (B) adversely affect any right
granted to the District under this Lease, or
(C) impose on the District any obligation
in excess of those set forth in this Lease.
4. RULES
The District shall abide by and
observe any reasonable rules that
Landlord may promulgate from time to
time for the operation and maintenance of
the Building, provided: (i) Landlord gives
the District reasonable prior written
notice thereof; ( ii) such rules are not
inconsistent with the provisions of this
Lease or any applicable laws; (iii) no rule
EXECUTION VERSION
PAGE 21 OF 112 (as modified) DC DGS FORM L-105 (3/2018)
1201 Sycamore Drive, SE

discriminates against the District in the
enforcement or promulgation thereof ;
and (iv) such rules are subject to District
Approval solely to confirm the absence of
any language in violation of the Anti -
Deficiency Acts (as defined in Section
26.1(a) below). If any provision of this
Lease conflicts with any provision of any
Building rule, such provision of this
Lease shall govern.
5. INITIAL LEASE TERM
5.1 The Initial Lease Term
shall expire at 11:59 p.m. of the last day
of such period , subject to any properly
exercised renewal or extension of the
term of this Lease , including without
limitation the Extension Option.
5.2 Until the Rent
Commencement Date, no Annual Rental
or any Additional Rent shall accrue, and
the District shall not be obligated to pay
any Annual Rental or any Additional
Rent until such time as any such rent
becomes payable following accrual.
6. EXTENSION TERM
The District shall have 1 option to
extend the Initial Lease Term (the
“Extension Option”) for a 5 year period
(such extended period, the “ Extension
Term”). The District’s option may be
exercised so long as the District is not
then in default (after any applicable
notice and cure periods provided to the
District have lapsed) under this Lease .
Not less than 16 full calendar months nor
more than 18 full calendar months prior
to the expiration of the Initial Lease
Term, Landlord shall provide written
notice to the District inquiring as to
whether the District will elect to exercise
its Extension Option (the “ Extension
Option Notice ”). Within 30 calendar
days of receiving the Extension Option
Notice, the District shall deliver written
notice to Landlord electing to exercise its
Extension Option or notifying Landlord
that the District will not exercise its
Extension Option. If the District elects to
exercise its Extension Option , Landlord
and the District shall negotiate in good
faith, for up to 90 days following
Landlord’s receipt of the District’s
notice, the Net Rental rate for the first
year of, and the annual escalation thereof
during, the Extension Term, which shall
be equal to the then fair market rental rate
for comparable premises in Washington,
D.C., taking into account the then market
concession factors for extension
transactions and upon such other terms as
may be agreed upon by Landlord and the
District. If (i) the District fails to timely
exercise its Extension Option , (ii) the
District gives written notice to Landlord
that it will not be exercising its Extension
Option, or (iii) the District and Landlord
do not agree upon the Net Rental rate for
the first year of the Extension Term
during the 90 day negotiation period, then
such Extension Option shall
automatically be of no further force or
effect and this Lease shall terminate as of
last day of the Initial Lease Term. If
Landlord fail s to timely deliver the
Extension Option N otice as required
above, then the District may elect to
extend the Initial Lease Term such that
(A) the District is afforded up to 30 days
to elect to exercise its Extension Option,
and up to 90 days for negotiation with
Landlord as provided above, and ( B) the
Initial Lease Term shall not expire until
up to 12 months (at the District’s
election) from the end of such 90 day
negotiation period.

7. ANNUAL RENTAL, REAL
ESTATE TAXES, AND OPERATING
EXECUTION VERSION
PAGE 22 OF 112 (as modified) DC DGS FORM L-105 (3/2018)
1201 Sycamore Drive, SE

COSTS
7.1 The District shall pay to
Landlord the Annual Rental for the
Premises during the Lease Term, payable
in equal monthly installments in arrears.
Monthly installments of Annual Rental
shall be paid to Landlord by the District
on or before the 5th day of the calendar
month following the month in which such
Annual Rental accrued. Annual Rental
for the initial Lease Year is the amount set
forth in Section II(8)(a) of DC DGS Form
L-102. Commencing on the first day of
the second Lease Year and on the first day
of each subsequent Lease Year thereafter
during the Initial Lease Term, the then
current Net Rental shall escalate by an
amount equal to 3.0% of the Net Rental
for the immediately preceding Lease
Year as set forth on the rent schedule
attached hereto as “ Exhibit E ” (the
“Rent Schedule”).
7.2 If the Rent
Commencement Date or such other date
upon which rent payments commence
under this Lease is not the first day of a
month, then the Annual Rental and any
Additional Rent due from such date until
the first day of the following month shall
be prorated on a per diem basis based on
the number of days in the subject month,
and the District shall pay such prorated
first installment of the Annual Rental, and
any Additional Rent due, in arrears on or
before the 5th day of the month following
the month when such rent accrued.
7.3 The District shall pay
Annual Rental (and Additional Rent, if
any) to Landlord, at the Landlord
Payment Address, by good check , wire
transfer or other funds approved by
Landlord from time to time , without
setoff or deduction or demand except as
expressly permitted under this Lease .
Landlord’s acceptance of any installment
of Annual Rental after it shall have
become due and payable shall not excuse
a delay upon any subsequent occasion or
constitute a waiver of any of Landlord’s
rights hereunder. Landlord (including
any successor landlord) acknowledges
that Landlord must deliver certain
documents and information , in cluding
without limitation, the Landlord Payment
Address, IRS Form W -9 and a business
license number from the District of
Columbia Department of Licensing and
Consumer Prote ction, in order for the
District to make payments to Landlord ,
and agrees to promptly provide such
documents and information to the District
upon request so that the District may
make payments hereunder on a timely
basis.
7.4 Notwithstanding anything
in t his Section 7 to the contrary, (a)
Landlord hereby grants to the District a
rental abatement of Annual Rental and
Additional Rent payable hereunder in the
total amount of $69,356.71(which is
equal to 0.9% of the Annual Rental for
the Initial Lease Term and constitutes a
credit from a portion of the broker
commission described in Section 23.3
below) (the “Landlord Credit”), which
shall at the District’s election, be applied
toward (i) Annual Rental and any
Additional Rent commencing on the Rent
Commencement Date, and/or (ii) any
obligation the District may have to pay
for any of the Tenant Improvements (in
excess of the Tenant Improvem ent
Allowance) in accordance with the Work
Exhibit; and (b) in the event Landlord
does not deliver the Declaration of
Delivery for execution by the Parties
within 30 calendar days of the
satisfaction of Landlord’s Delivery
Obligations, then for each month or
partial month following such 30 day
EXECUTION VERSION
PAGE 23 OF 112 (as modified) DC DGS FORM L-105 (3/2018)
1201 Sycamore Drive, SE

period that Landlord fails to deliver the
Declaration of Delivery for execution by
the Parties, the District shall be entitled to
an abatement of 10% of any Annual
Rental and Additional Rent for such
month. The District may be entitled to an
additional rent abatement pursuant and
subject to the terms of the Work Exhibit.
7.5 Real Estate Taxes.
(a) The District shall pay to
Landlord Real Estate Taxes assessed
against the Property and paid by Landlord
each Tax Year during the Lease Term as
set forth below. The initial real estate
taxes shown on Section II(8)(c)(5) of DC
DGS Form L -102 are to be paid by the
District as a component of Annual Rental
during the Lease Term, which amount is
subject to adjustment based upon the
actual real estate taxes as of the Rent
Commencement Date and shall be set
forth in the Declaration of Delivery (the
“Initial R eal Estate Taxes ”). In the
event that the total amount of Real Estate
Taxes assessed against the Property for a
given Tax Year during the Lease Term
exceeds the total amount for the previous
Tax Year or, with respect to the second
Tax Year, exceeds the Initial Real Estat e
Taxes (any such increase from the
previous Tax Year, a “ Tax Increase ”),
then the District shall pay the District’s
Proportionate Share of such Tax Increase
to Landlord as Additional Rent semi -
annually within 60 days of the date of
receipt by the District of a statement from
Landlord, which statement shall include
copies of all actually paid real estate tax
bills (and Landlord’s evidence of the
payment thereof), for such applicable
semi-annual District of Columbia real
property tax billing cycle (each, a “ Tax
Statement”). Once the District has paid
its second (2nd) semi-annual Tax Increase
payment for a given Tax Year pursuant to
the foregoing provisions, then the total
District’s Proportionate Share of the Tax
Increase for such Tax Year shall be paid
during each subsequent Tax Year during
the Lease Term as Additional Rent in
equal monthly installments (“ Monthly
Tax Increase Payments ”). Landlord
shall deliver to the District on an annual
basis, no later than September 30, written
notice of the Monthly Tax Increase
Payments amount to be paid by the
District as Additional Rent pursuant to
the foregoing during the upcoming Tax
Year, w hich notice shall include
Landlord’s calculations therefor (the
"Tax Payments Notice "). The Parties
acknowledge and agree that (i) the
District shall pay for the District’s
Proportionate Share of Tax Increases for
a given Tax Year as Additional Rent (A)
first, in two (2) lump sum semi -annual
payments, and (B) thereafter, as Monthly
Tax Increase Payments; (ii) the Monthly
Tax Increase Payments amount does not
include the Initial Real Estate Taxes
amount; and (iii) the Monthly Tax
Increase Payments amount may increase
during the Lease Term as a result of Tax
Increases and may decrease as a result of
decreases in Real Estate Taxes, as
reflected on the Tax Payments Notice
delivered by Landlord annually .
Notwithstanding any provision in this
Lease to the contrary, (x) Landlord shall
not be permitted to charge the District
(and the District shall not be obligated to
pay) for any Tax Increases for any semi -
annual District of Columbia real property
tax billing cycle if Landlord fails to first
deliver to the District a Tax Statement by
the date that is 60 days after the due date
for Landlord’s payment of real estate
taxes under such semi -annual District of
Columbia real property tax billing cycle;
and (y) the District has no audit right with
regard to Initial Real Estate Taxes or Tax
EXECUTION VERSION
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1201 Sycamore Drive, SE

Increases other than to confirm the
calculation of Tax Increases and Monthly
Tax Increase Payments, and to review the
real estate tax bills generated by the
taxing authority and Landlord’s evidence
of its payment of the same. For any
partial Tax Years during the Lease Term,
Tax Increases shall be appropriately
prorated based upon the number of days
in such partial Tax Year within the semi-
annual District of Columbia real property
tax billing cycle.
(b) For the purposes of this
Section 7.5, the term “Building” shall be
deemed to include the Land, the roof of
the Building and any extensions
therefrom, and, to the extent that such
elements exist, any balconies extending
from the Building, and any driveways or
sidewalks.
(c) “Real Estate Taxes ”
means: (i) all ad valorem real pro perty
taxes, vault space rental fees , and any
special assessment (if any, including any
assessments imposed in connection with
business improvement or similar
districts), which are imposed upon
Landlord in connection with its
ownership or control of the Property; and
(ii) any other present or future taxes or
charges that are imposed upon Landlord
in connection with the Property or
assessed against the Property that are in
express substitution for ad valorem real
property taxes. Real Estate Taxes shall
not include any: (A) fines, penalties or
interest on any Real Estate Taxes, except
to the extent caused solely by the
District’s failure to pay the District’s
Proportionate Share of Real Estate Taxes
pursuant to the terms of this Lease ; (B)
costs incurred by Landlord to challenge
the tax valuation or assessment of the
Building, Land or Property, or otherwise
challenge any aspect of Real Estate
Taxes; (C) “ballpark taxes”, arena taxes
or similar , including without limitation
charges or fees imposed upon Landlord in
connection with the development,
financing, construction, operation,
maintenance and/or use of any sports or
entertainment stadium, arena or complex
(or similar) in the District of Columbia;
(D) capital gains, corporation,
unincorporated business, income, net
income, profits, excess profit, estate,
inheritance, transfer, recordation, gi ft,
franchise or license fees /taxes; (E) hotel
or business entity fees (unless such taxes
or fees replace or supplement the current
system of real property taxes in effect as
of the date hereof) ; (F) any Real Estate
Taxes under a Separate Assessment; or
(G) Real Estate Taxes resulting from a
Tax Increase due to a combination of real
property tax assessment parcels that
includes the real property tax assessment
parcel upon which the Building is
situated.
(d) In the event Landlord
receives a refund for any Real Estate
Taxes paid during the Lease Term as a
result of challenging the tax valuation or
assessment of the Building, 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
supporting documentation). The District
shall then deliver written notice to
Landlord as to which monthly payment of
Annual Rental and Additional Rent it
elects the District Refund Abatement to
be applied. Notwithstanding any
provision in this Lease to the contrary, the
District Refund Abatement shall be in
EXECUTION VERSION
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1201 Sycamore Drive, SE

addition to any other abatement of rent
provided or permitted under this Lease.
7.6 Operating Costs . The Annual
Rental for each entire and partial Lease
Year includes Initial Operating Costs. On
the first day of the second Lease Year,
and the first day of each subsequent Lease
Year thereafter during the Lease Term
(each such date being the “ Adjustment
Date”), the then current Operating Costs
shall be increased to an amount equal to
the Operating Costs due and payable in
the preceding Lease Year, multiplied by a
fraction, the numerator of which shall be
the CPI as of the Adjustment Date (or the
most recently issued CPI prio r to the
Adjustment Date), and the denominator
of which shall be the CPI as of 12 months
prior to the Adjustment Date (or as of 12
months prior to the most recently issued
CPI prior to the Adjustment Date, or if in
the second Lease Year, the most recently
issued CPI prior to the Rent
Commencement Date) (as adjusted, the
“Operating Cost Increases”); provided,
however, in no event shall such CPI -
based increase exceed 5.0% of the then
current Operating Costs . The Operating
Cost Increases shall be payable as
Additional Rent in the same manner and
timing as Annual Rental , including in
arrears. For any partial Lease Year, all
Operating Costs shall be appropriately
prorated. The District’s Proportionate
Share of Operating Costs as of the Lease
Commencement Date is set forth in
Section III(17) of DC DGS Form L -102.
Promptly after the publication of the CPI
for the Adjustment Date or the most
recently issued CPI prior to the
Adjustment Date, Landlord shall send
written notice to the District of the
amount of the CPI change for each
succeeding Lease Year. Because the
Parties will not be able to calc ulate the
appropriate adjustment to Operating
Costs until after the applicable Lease
Year has already commenced, the Parties
hereby agree that the District shall have
no obligation to pay any Operating Cost
Increases for the applicable Lease Year,
if any, during the period prior to receipt
of Landlord ’s notice of such Operating
Cost Increases, if any , but the District
shall pay such Operating Costs Increases
thereafter in accordance with the terms of
this Section 7.6.
7.7 Notices required to be delivered
by Landlord under this Section 7 shall, in
addition to being delivered in accordance
with Section 24.2 hereof, also be timely
emailed to DGSRent@dc.gov.
8. CONSTRUCTION OF TENANT
IMPROVEMENTS; ALTERATIONS;
DELIVERY DATE
8.1 The design and
construction of the Tenant Improvements
shall be performed and completed by
Landlord in accordance with Section 8.4
hereof and the Work Exhibit.
8.2 After the Substantial
Completion of the Tenant Improvements,
the District shall not make or permit
anyone to make Alterations without the
prior written consent of Landlord, (i)
which consent may be withheld or
granted in Landlord’s sole and absolute
discretion with respect to Alterations
which may affect any aspect of t he Base
Building Conditions or Building
Structures and Systems , and (ii) which
consent shall not be unreasonably
withheld, conditioned, or delayed with
respect to non -structural Alteratio ns.
Alterations that may adversely affect
Base Building Conditions or the Building
Structure and Systems shall be deemed to
include, without limitation, any
Alteration that will or may necessitate
EXECUTION VERSION
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1201 Sycamore Drive, SE

any changes, replacements or additions to
the columns, slabs or other structural
elements of the Building, or to the fire
protection, water, sewer, electrical,
mechanical, plumbing or HVAC systems
of the Premises or the Building. With
respect to any Alter ation requiring
Landlord consent, the District shall not
proceed with such Alteration until the
parties have executed a mutually
satisfactory amendment to this Lease
setting forth the scope of work, the cost
therefor, and confirming the District’s
proof of funding for such costs, as well as
any other terms and conditions agreed to
by the Parties. Notwithstanding the
foregoing, the District shall have the
right, after providing 10 days’ prior
written notice to Landlord, but without
the necessity of obtaining Landlord’s
consent, to re-carpet, re-paint or to make
any cosmetic or decorative nonstructural
Alterations in or to the Premises. All
Alterations shall be constructed at the
District’s election and expense, subject to
the certification of the availabili ty of
appropriated funds for such purpose , in
compliance with applicable Laws and
lien free . The District shall not permit
any mechanic’s lien to be filed against the
Premises or the real property of which the
Premises are a part, for work claimed to
have been done for, or materials claimed
to have been furnished to, the District. If
a mechanic’s lien is filed against the
Premises or the real property of which the
Premises are a part, for work claimed to
have been done for, or materials claimed
to have be en furnished to , the District,
and the District does not promptly
remove or discharge the same, Landlord
shall have all rights and remedies at law
or in equity. Landlord shall not be liable
for any claims, losses, expenses, and
damages resulting from or arising out of
any Alterations by the District except to
the extent caused by the negligence or
willful misconduct of Landlord or its
Agents in the performance of such
Alteration on behalf of the District
hereunder. If Landlord gives its consent
to the making of any Alteration, such
consent shall not be deemed to be an
agreement or consent by Landlord to
subject its interest in the Premises or the
Building or the Land to any liens that may
be filed in connection th erewith. The
District acknowledges that any
Alterations are accomplished for the
District’s accoun t, and, other than an
Alteration performed by Landlord for the
District and subject to the terms and
conditions of a work exhibit , work
agreement or Section 11.3 hereof for such
Alterations (a “ Landlord Performed
Alteration”), Landlord shall have no
obligation or responsibility in respect
thereof. Landlord’s approval of any plans
and drawings (and changes thereto)
regarding any Alterations, other than any
Landlord Performed Alteration, shall not
constitute Landlord’s representation that
such approved plans, drawings, changes
or Alterations comply with Laws. Any
deficiency in design or construction of
any Alteration (other than a Landlord
Performed Alteration) shall be solely the
responsibility of the District.
8.3 If any Alterations that
require Landlord consent are made
without the prior written consent of
Landlord, Landlord shall have the right to
require the District to restore the
Premises and the Building to their
condition immediately prior thereto. All
Alterations to the Premises or the
Building made by either Party shall
immediately become the property of
Landlord and shall remain upon and be
surrendered with the Premises as a part
thereof at the expiration or earlier
termination of the Lease Term, excep t
EXECUTION VERSION
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that the District shall be required to
remove any Alterations that Landlord
requires the District to remove as a
condition of its consent to the installation
of such Alterations under Section 8.2
hereof, so long as Landlord notified the
District at the time of its approval of such
Alterations that the District shall be
required to remove the same (in order that
the District may include the costs of such
removal in its budgetary process);
provided, however, the District shall have
the right to remove, prior to the expiration
or earlier termination of the Lease Term,
all movable furniture (including systems
furniture), furnishings and equipment
installed in the Premises solely at the
expense and discretion of the District.
The District shall repair any damage and
injury to the Premises or the Building
caused by such removal. If such furniture
(including systems furniture), furnishings
and equipment are not removed by the
District at the expiration or earlier
termination of the Lease Term, the same
shall at Lan dlord’s option (i) be deemed
abandoned, or (ii) become the property of
Landlord to be surrendered with the
Premises as a part thereof.
8.4
(a) Subject to a Force
Majeure Event (not to exceed 60 days) or
any District Delay, in the event that
Landlord does not meet Landlord’s
Delivery Obligations on or before the
date that is 12 months after the Lease
Commencement Date (the “ Outside
Delivery Date ”), the District shall be
entitled to a credit against Annual Rental
and any Additional Rent equal to one day
of Annual Rental and Additional Rent for
each day beyond the Outside Delivery
Date that Landlord’s Delivery
Obligations have not been performed by
Landlord.
(b) Subject to a day for day
extension of the Outside Delivery Date
for any Force Majeure Event (not to
exceed 60 days) or any District Delay, in
the event that the date of Landlord’s
satisfaction of Landlord’s Delivery
Obligations has not occurred on or before
the date that is 120 days after the Outside
Delivery Date (the “ Outside Delivery
Termination Date ”), the District shall
have the right to terminate this Lease
upon written notice to Landlord at any
time thereafter (provided Landlord has
not yet satisfied Landlord’s Delivery
Obligations). In the event of any such
termination, this Lease shall be of no
further force and effect, and neither Party
shall have any further obligation to the
other hereunder, subject to Section 24.14
hereof. For the sake of clarity, the
termination option provided for in this
paragraph (b) is in lieu of and not in
addition to the rent credit provided for in
paragraph (a).
8.5
(a) Notwithstanding any
other provision of this Lease, any work
performed by Landlord under a
construction contract in or to the
Premises after the Tenant Improvement
work, whether or not on behalf of the
District (“Premises Work ”), shall be
subject to the DBA (as defined in the
Work Exhibit) . The wage rates
applicable to any Premises Work shall be
included in an amendment to this Lease
setting forth the terms regarding such
Premises Work. At such time as the
contractor for the Premises Work (the
“Premises Contractor”) is preparing its
contract with Landlord and its
subcontracts, Landlord shall cause the
Premises Contractor to include the
applicable wage rates in its contract and
subcontracts. Landlord shall also cause
EXECUTION VERSION
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the Premises Contractor to comply with
the regulations implementing the DBA
and such regulations shall be
incorporated into the Premises
Contractor’s contract, which in turn shall
require the inclusion of such regulations
in all subcontracts. Landlord sha ll
include or cause the inclusion of the
applicable wage rates and regulations
compliance requirements within any
competitive request for proposal, bid or
similar issuance for contractors and
subcontractors. The construction
contract and all subcontracts shall require
compliance with the record keeping
requirements of the DBA, including
keeping payroll records for at least 3
years from the date of completion of the
construction contract. The foregoing
requirements applicable to the Premises
Contractor’s s ubcontractors and
subcontracts shall apply to subcontractors
and subcontracts of any tier for Premises
Work performed.
(b) Landlord shall deliver or
cause the Premises 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 10 Business Days of full execution
and delivery to Landlord thereof . In
addition, on a weekly basis, Landlord
shall deliver or cause the Premises
Contractor to deliver by email to
PMDLeasePayrolls@dc.gov the
following: (A) a list of the general
contractors and subcontractors who have
performed any Premises Work during the
applicable one week period, and (B) a
certified payroll statement for the
applicable week from each general
contractor and subcontractor on such list.
Each certified payroll statement shall be
delivered in pdf format and the name of
each pdf shall identify the name of the
contractor or subcontractor, the
applicable week of the certified payroll
statement, the name of Landlord and the
address of the lease d 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.
9. MAINTENANCE AND
REPAIRS
9.1 Notwithstanding any
other provision of this Lease, but s ubject
to Sections 8.5, 9.2, 16 and 17 hereto,
Landlord, at its sole cost and expense
(meaning that such costs and expenses
are already included in Annual Rental
and Operating Cost Increases and shall
not otherwise be billed as Additional
Rent), shall promptly make all repairs,
perform all maintenance, and make all
replacements in and to the Land, the
Building (including Common Areas,
Building Structures and Systems and
Base Building Conditions, including
without limitation any and all elevators,
common hallways, stairways, common
area bathrooms and HVAC systems at or
servicing the Premises or Building) and,
except as set forth below, the Premises
(including elevator lobbies constituting a
portion of the Premises but excluding
bathrooms constituting a portion of the
Premises (if any) , which shall be the
District’s responsibility in accordance
with and subject to the provisions set
forth below ) that are necessary or
desirable to keep the same: (a) in good
condition and repair, (b) in a clean, safe
and tenantable condition, and (c)
EXECUTION VERSION
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otherwise in accordance with Laws and
the requirements of th is Lease. The
District shall maintain and repair the
Premises (excluding elevator lobbies
constituting a portion of the Premises but
including bathrooms constituting a
portion of the Premises (if any)) in good
condition and repair as follows : The
District shall provide written notice to
Landlord of any material defect in or
material damage to the Premises, and
Landlord shall inspect such condition. If
the defect or damage is caused by District
Negligence, the District shall be
responsible for the cost of the repair. If
the District does not dispute that it is
responsible for the cost of the repair or
replacement, Landlord shall provide the
District with an invoice for the cost of the
necessary repair or replacement for the
District’s approval, whi ch invoice may
include a Landlord service fee not to
exceed 3.0%. If such invoice is approved
by the District (or if Landlord is
responsible for the repair or
replacement), Landlord shall effect the
repair or replacement, and, if applicable,
the District shall pay such invoice within
30 days. If such invoice is not approved
by the District, the District shall be
responsible for the needed repair or
replacement. The District shall suffer no
waste or injury to any part of the
Premises, and shall, at the expiration or
earlier termination of the Lease Term,
surrender the Premises in an order and
condition equal to its order and condition
on the Rent Commencement Date,
subject to ordinary wear and tear,
Landlord’s repair and maintenance
obligations, and Section 16.
9.2 Except as otherwise
provided in Sections 15.2 and 16, the
District shall be responsible for all injury,
breakage and damage to the Premises and
to any other part of the Building or the
Land to the extent caused by District
Negligence. At all times, subject to
Section 14, Landlord shall be liable for all
injury, breakage and damage to the
Premises resulting from a failure of the
Base Building Conditions or Building
Structures and Systems, except to the
extent arising solely due to District
Negligence. The District shall endeavor
to give Landlord prompt notice of any
known defects or damage to the structure
of, or equipment or fixtures in , the
Building or any part thereof.
9.3 Landlord shall ensure that
the Building will be managed, operated
and maintained in accordance with the
standards of quality followed in first class
office buildings in Washington, D.C., and
in full compliance with all applicable
Laws (including, but not limited to, codes
for electrical, mechanical, plumbing, fire
and fire safety).
9.4 Notwithstanding anything
in this Lease to the contrary, the Parties
hereby agree that Landlord’s entry into
the Premises shall be subject to the
District’s security requirements.
9.5 The District’s financial
obligations under this Section 9 are
subject to Section 26.1 hereof.
9.6 Supplemental HVAC. If
the Tenant Improvements include the
installation of supplemental HVAC
serving the Premises, Landlord shall
provide repair and maintenance of the
District’s supplemental HVAC
equipment and systems associated with
the Premises subject and pursuant to the
following provisions: Landlord shall
solicit bids for a contract for such services
to be provided by a contractor engaged by
Landlord (a “ Supplemental HVAC
Services Agreement”). Within 30 days
EXECUTION VERSION
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after the Rent Commencement Date,
provided Landlord has received all of the
information from the District necessary to
obtain bids, Landlord shall deliver to the
District, pursuant to the provisions of
Section 24.2 hereof, the solicitation
responses for the bidding related to the
Supplemental HVAC Services
Agreement and shall identify the
contractor that Landlord believes is most
responsive with respect to price and
performance. Landlord’s contractor
selection and the associated pricing shall
be subject to District Approval, and if the
District approves such contractor, the
District shall pay a fee to Landlord in
connection therewith in the amount of
3.0% of the contract amount (without
such fee). The contract amount ,
including the 3.0% Landlord fee
associated therewith , shall be paid in
equal monthly installments as Additional
Rent under the Lease (and pursuant to the
same terms and schedule as the Annual
Rental, including in arr ears). The
Supplemental HVAC Services
Agreement contract amount shall not
include the cost of any non-preventative
maintenance repairs of , or replacements
to, the District’s supplemental HVAC
equipment, and any such work and the
costs thereof proposed by Landlord or the
contractor shall be subject to prior written
District A pproval. Renewals of such
Supplemental HVAC Services
Agreement may be negotiated by the
parties thereto; provided, however, that
the District shall not be obligated to pay
any costs in connection therewith unless
and until it has approved such renewal
and the associated pricing , and has
certified the availability of appropriated
funds for such purpose. In the event a
Supplemental HVAC Services
Agreement is scheduled to expi re within
90 days or is terminated, Landlord shall
notify the District of the same and, upon
the District’s written approval, Landlord
shall solicit bids for a new contract within
30 days of the District’s approval to do
the same (in which event the terms of this
section shall continue to apply to any
subsequent Supplemental HVAC
Services Agreement).

10. SIGNS
Landlord, at its sole cost and
expense, shall provide and install one
Building standard directory strip i n the
Building’s main lobby and one Building
standard suite entry sign outside the main
entrance for the Premises, each using the
standard graphics for the Building. No
sign, advertisement or notice shall be
inscribed, painted, affixed or otherwise
displayed on any part of the exterior or
interior (other than within the Premises)
of the Building by the District without
Landlord’s prior approval, and then only
in such place, number, size, color and
style as is harmonious with the design of
the Building and its furnishings.
11. LANDLORD SERVICES AND
UTILITIES
11.1 Except as otherwise
provided herein, Landlord shall provide
the following as part of Operating Costs
accounted for in the rental consideration
as provided in Section II(8)(b)(5) of DC
DGS Form L-102 and in Section 7 hereof,
and shall not be otherwise billed as
Additional Rent:
(i) pretreatment and snow
removal from sidewalks, drives, and
entrances during and promptly after a
snowfall and in no event permitting
hazardous ice or snow accumulations
along such sidewalks, drives and
entrances;
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(ii) extermination and pest
control at appropriate intervals, as may be
deemed necessary in the exercise of
prudent management practices. Such
work shall be performed outside of
Building Hours or on weekends or
holidays recognized by the District,
unless such work will not materially
adversely affect the District’s business
operations in the Premises during normal
Building Hours;
(iii) repair and maintenance in
accordance with Section 9.1 and in a
manner consistent with first class office
buildings in Washington, DC. Such
maintenance shall include, without
limitation, HVAC (i.e., heating,
ventilation and air conditioning), and
lighting;
(iv) HVAC meeting the design
specifications existing in the Premises as
of the Rent Commencement Date;
(v) trash removal services
from the Premises, Building, and Land, in
compliance with all applicable Laws;
(vi) exterior lighting,
maintenance of parking areas and the
Parking Facility (to include snow
removal); and, walkways, driveways,
landscaping, fences, and utility
installations of the Common Areas kept
in good condition and repair;
(vii) except for holidays
recognized by the Government of the
District of Columbia, janitor ial and
cleaning services to the Premises in
accordance with those services typically
provided by other landlords in first class
office buildings in Washington, D.C .
after 5:00 p.m., Monday through Friday
of each week , and at a minimum to
include the specifications set forth on
Exhibit I, attached hereto and made a part
hereof;
(viii) provision and installation
of replacement bulbs or tubes for the
Building and Premises standard light
fixtures. Bulbs or tubes for all other
lighting within the Premises shall be
provided by Landlord or the District, at
the District’s option and expense;
provided that Landlord shall provide the
labor involved for such installation and
replacement at no cost to the District;
(ix) Building and Premises
key cards, keys or similar devices to be
provided to the District as follows: 15
such devices shall be delivered to the
District prior to the Rent Commencement
Date and up to an additional 5 such
devices upon the District’s written
request (any additional devices over and
above the foregoing requested by the
District shall be at the District’s expense),
and the District shall have the right at its
election and expense to expand the
Building’s security system for the benefit
of the Premises or install an independent
access control system for the Premises
(subject to Section 8 above) and in such
event the District shall be responsible for
provision and installation thereof;
(x) that the Building shall be
professionally managed, operated and
maintained and services to be performed
or provided hereunder by Landlord shall
be provided in accordance with the
standards of first class office buildings in
Washington, D.C.;
(xi) hot and cold water
sufficient for ordinary drinking, lavatory,
toilet and cleaning purposes to be drawn
from fixtures in the Premises (if present)
and Common Areas;
EXECUTION VERSION
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1201 Sycamore Drive, SE

(xii) non-exclusive access to
the Building service entrance and the
Building loading area with loading dock
or scissors lift, if present;
(xiii) provision and installation
of the Building’s standard window
treatments for the Premises windows, and
the repair and replacement thereof if and
when necessary; and
(xiv) the provision of electrical,
natural gas and water/sewer utilities and
service for the Premises (Landlord shall
pay the cost for such utility services
directly to the applicable utility
providers, the cost of which is included in
the Operating Costs and is not subject to
any additional or other reimbursement
from the District to Landlord).
11.2 At the District’s request
by 3:00 p.m. on the preceding Business
Day, Landlord shall provide HVAC
services, other than during Building
Hours, at $50.00 per hour without mark-
ups, additional fees, engineer fees, or any
other additional costs (the “ Overtime
HVAC Rate”), which Overtime HVAC
Rate shall be increased each Lease Year
commencing with the second (2nd) Lease
Year by an amount equal to 3.0% of the
rate in effect for the prior Lease Year (as
adjusted, the “Overtime HVAC Rate
Increases”). The Overtime HVAC Rate
and Overtime HVAC Rate Increases,
each as applicable, shall be payable as
Additional Rent in the same manner and
timing as Annual Rental , including in
arrears.
11.3 At the District’s request,
Landlord may, at Landlord’s election,
perform additional services ancillary to
this Lease, or provide additional
improvements (subject to Section 8.5) to
the Premises or the Building not
otherwise set forth in this Lease
(“Additional Services ”); provided,
however, that prior to performing any
Additional Services, Landlord shall
provide the District with a detailed scope
of work for the Additional Services (the
“Scope of Work”), and the cost therefor,
which cost shall be on an “open book”
basis and may include a defined mark-up
or fee to Landlord in the amount of 3.0%
of such cost without such mark -up (the
“Additional Services Cost ”). The
District shall either approve or
disapprove the 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 ”). This
Lease (or an amendment of this Lease)
may also , as a result of the Additional
Services Cost, require the approval of the
Council of the District of Columbia
(“Council”) pursuant to D.C. Official
Code § 1 -204.51, as may be amended
from time to time (pertaining to prior
Council approval of contracts in excess
of $1,000,000.00 in any 12 -month
period). If the District obtains an
Additional Cost Approval (including
Council approval, if app licable), then,
after Landlord completes the Additional
Services pursuant to the Scope of Work,
Landlord shall deliver an invoice for the
actual cost therefor to the District, which
invoice may not exceed the Additional
Services Cost and shall be on an “open
book” basis. The District shall pay to
Landlord such actual cost of the
Additional Services (including the
permitted defined mark -up or fee) , in
arrears, as Additional Rent with the next
EXECUTION VERSION
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payment of Annual Rental coming due
and payable after Landlord has delivered
such actual cost invoice to the District. If
Landlord’s actual costs (including the
permitted defined mark-up or fee) exceed
the Additional Services Cost, such excess
costs shall be the sole liability and
responsibility of Landlord; in no event
shall the District be liable for any amount
in excess of the District-approved
Additional Services Cost.
12. INTERRUPTION
Upon any Interruption not caused
by District Negligence , the District shall
be entitled to an abatement of Annual
Rental and Additional Rent on a per diem
basis in the proportion which the affected
area bears to the total Premises. Such
abatement shall begin on the 3rd Business
Day of such Interruption and shall
continue for each day such Interruption
continues (such abatement shall end as to
each portion affected when such service
or ability to use and occupy is fully
restored to such area ). If such
Interruption not caused by District
Negligence continues for 10 Business
Days or if there are 5 Business Days of
Interruption within a 30 day period , then
Landlord shall deliver to the District
within the next 5 Business Days a
reasonably detailed written plan to
remedy and end the Interruption. If
Landlord fails to timely deliver such plan
or if the District does not approve such
plan, in its reasonable discretion, then
District shall have the right to terminate
this Lease within 30 calendar days of the
expiration of such 5 Business Day period;
provided, however, that the District’s
termination must be in writing and allow
Landlord 5 Business Days from its
receipt of the District’s termination notice
to remedy the Interruption, and if
Landlord remedies the Interruption
within such 5 Business Day period, the
termination shall be of no force or effect.
If the Interruption not caused by District
Negligence continues for 90 consecutive
calendar days, then the District shall have
the right to terminate this Lease by
written notice to Landlord at any time
following the 90 th day of such
Interruption; provided, however, if such
Interruption ceases prior to delivery by
the District of such notice of termination
or prior to the effective date of such
termination, such notice of termina tion
shall be deemed revoked and of no further
force and effect . In the event that the
District elects to terminate this Lease
pursuant to this Section 12 , such
abatement and termination shall be the
District’s sole and exclusive remedy
(excluding any remedy the District may
have pursuant to the False Claims Act);
provided, however, that in the event the
Interruption is due to Landlord’s
negligence or willful misconduct (and not
District Negligence) , the District shall
have all rights and remedies availabl e to
it under this Lease, at law, or in equity for
the recovery of the actual costs and
expenses incurred with respect to the
Interruption.
13. INSPECTION
13.1 Subject to the District’s
security requirements and upon
reasonable prior notice which need not be
in writing (recognizing that no such
limitations shall apply in the event of a
situation reasonably determined by
Landlord to be an emergency affecting
the Premises or the Building or the health
or safety of tenants or visitors to the
Premises or Building (any such event
being referred to herein as an
“Emergency Condition ”)), the District
shall permit Landlord, its
Representatives, and the holder of any
EXECUTION VERSION
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1201 Sycamore Drive, SE

mortgage, to enter the Premises without
charge therefor and without diminution of
the rent payable by the District in order to
examine, inspect or protect the Premises;
to make such alterations and/or repairs to
the Base Building Conditions and
Building Structures and Systems as in the
judgment of Landlord may be deemed
necessary or desirable or to show the
Premises to prospective lenders and
purchasers; or , if the District has given
notice to Landlord that it intends to vacate
the Premises or if during the last Lease
Year of the Lease Term, then to exhibit
the same to brokers and prospective
tenants. Except for an Emergency
Condition, Landlord shall use
commercially reasonable efforts not to
interrupt, delay or disrupt the District’s
normal business operations in the
Premises.
14. INSURANCE
14.1 Landlord shall carry and
maintain special form property insurance
(ISO or i ts equivalent), with 100%
replacement cost coverage and an agreed
amount endorsement, covering the
Building (including the Tenant
Improvements constituting fixtures) and
Landlord’s property therein, in an amount
required by its insurance company to
avoid the application of any coinsurance
provision. Such insurance shall include
extended coverage and other
endorsements of the kinds normally
required by institutional lenders and that
permit insurance proceeds to be used by
Landlord for the repair and restoration of
the Building (including the Tenant
Improvements constituting fixtures).
Landlord also agrees to carry and
maintain commercial general liability
insurance with a minimum limit of
liability in the amount of $3,000,000 for
personal injury or death of persons
occurring in or about the Building
(including the Premis es). Landlord may
elect to carry such other additional
insurance or higher limits as is consistent
with the insurance held by owners of
comparable of fice buildings in
Washington, D C. Landlord shall (i)
cause the “District of Columbia, as its
interests may appea r” to be added as a
loss payee as to property insurance and an
additional insured as to liability
insurance, (ii) provide for a waiver of
subrogation in favor of the District of
Columbia, and ( iii) cause its insurance
carriers to provide the District with 30
days prior written notice in the event of a
material reduction in insurance coverage
or 10 days prior written notice in the
event of a policy cancellation , on all
insurance policies required to be carried
by Landlord under this Lease.
14.2 Landlord acknowledges
that the District does not maintain any
insurance policy insuring against liability
or loss, damage or injury to p roperty,
relevant to this Lease , and therefore a
waiver of subrogation in favor of
Landlord by the District does not apply .
The District shall be responsible for the
repair of all injury, breakage and damage
to the Premises and to any other part of
the Building or the Land to the extent
caused by District Negligence. The
District shall not conduct or permit to be
conducted any activity or place any
equipment or other item in or about the
Premises or the Building that will
increase the rate of the above described
insurance on the Building. Upon notice
of any increase, the District shall
immediately cease the activity that
caused the increase, or agree to pay said
increase, subject to the District certifying
the availability of appropriated funds for
such purpose.
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14.3 Prior to the Lease
Commencement Date, and subsequently
as requested by the District, Landlord
shall deliver to the District such
certificates of insurance , endorsements
and declarations pages as the District may
reasonably request confirming that (i) the
insurance coverage amounts and policies
required hereunder are in force with
premiums paid, and (ii) that such policies
shall not expire within 30 day s from the
date of such delivery by Landlord . All
insurance required hereunder shall be
primary and noncon tributory and
purchased from carriers authorized to do
business in the District of Columbia and
possessing an A- or better policyholders’
rating and a minimum Class VIII
financial size category as listed at the
time of issuance by A.M. Best Insurance
Reports or a simil ar rating publication.
At all times during the Lease Term,
Landlord agrees to maintain the insurance
coverage required in this Section 14 .
Landlord shall provide the District with
written notice of cancellation of any
insurance required of L andlord
hereunder. The District’s review or
District Approval of any certificates of
insurance, endorsements or other
documents provided under this Section
14 are for the District’s benefit only, and
any such review by the District or District
Approval shall not be deemed to
constitute confirmation or ratification
that Landlord has satisfied, or a waiver of,
the insurance requirements under this
Section 14 as to the Property or any
portion thereof.
14.4 Notwithstanding anything
in this Lease to the contrary, Landlord
hereby waives, and releases the District
and its Agents of and from , any 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 i mprovements (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. All insurance
policies against loss or damage to
property and business interruption or rent
loss shall be endorsed to provide that any
release from liability of, or waiver of
claim for recovery from, another person
entered into in writing by the insured
thereunder prior to any loss or damage
shall not affect the validity of such policy
or the right of the insured to recover
thereunder. Such policies shal l also
provide that the insurer waives all rights
of subrogation that such insurer might
have against such other person (i.e., a
waiver of subrogation shall be applied in
favor of the District) . Landlord hereby
waives all claims for recovery from or
against the District for any loss or damage
to any of its property, or damages as a
result of business interruption or rent loss,
insured under a valid policy to the extent
of any recovery collected under such
policies or any recovery that would have
been colle cted under insurance policies
required to be, but not, carried hereunder.
To the extent not inconsistent with other
provisions of this Lease and applicable
law, Landlord shall not be obligated to
insure, and shall not assume any liability
of risk of loss for, the District’s property,
including any such property or work of
the District’s subtenants or occupants.
Landlord shall also have no obligation to
carry insurance against any loss suffered
by the District or its subtenants or other
occupants due to in terruption of the
District’s or any of its subtenant’s or
occupant’s business.
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15. LIABILITY OF LANDLORD
AND THE DISTRICT
15.1 Except as otherwise
expressly provided in this Lease, neither
Landlord nor its Representatives shall be
liable to the District or its Agents for any
damage, injury, loss or claim based on or
arising out of any fire, robbery, theft,
vandalism, mysterious di sappearance or
any other casualty, or the actions of any
other person or entity, unless such
liability arises from the negligence or
willful misconduct of Landlord or its
Representatives. Except to the extent
arising from (i) District Negligence, or
(ii) the breach by the District of an
obligation of the District under this Lease
as determined by the judgment of a court
of competent jurisdiction, Landlord shall
be liable to the District, and shall
indemnify, defend and hold the District
harmless from, any damage, injury, loss
or claim based on or arising out of this
Lease, or any agreement executed in
connection with this Lease, including
claims for personal injury, death or
property damage, if the same is due to the
negligence or willful misconduct of
Landlord or its Representatives.
15.2 Neither the District nor its
Agents shall be liable to Landlord or its
Representatives, for any damage, injury,
loss or claim based on or arising out of
any cause whatsoever to the extent such
damage, injury, loss or claim is (i)
covered by Landlord’s insurance or
would be covered by Landlord’s
insurance to the extent required under this
Lease or (ii) is due, in whole or in part, to
the acts or omissions of Landlord or its
Representatives. Under no circumstance
shall the District or Landlord (or their
respective Agents or Representatives) be
liable to the other for any exemplary,
punitive, consequential or indirect
damages in connection with, arising
under or relating to this Lease, provided,
however, that this limitation shall not
apply with regard to Section 16.3 or any
claim arising under the False Claims Act.
15.3 Subject to Section 15.2
hereto, the Anti-Deficiency Acts and the
District’s certification of the availability
of appropriated funds for such purpose ,
the District shall be responsible for
District Negligence arising from the
District’s occupancy and use of the
Premises.
16. DAMAGE OR DESTRUCTION
16.1
(a) If the Building or the
Premises are totally or partially damaged
or destroyed (a “ Casualty”), then
Landlord shall diligently repair and
restore the Building or the Premises
(including Tenant Improvements
constituting fixtures), as applicable ;
provided, however, that notwithstanding
anything to the contrary in this Lease, (i)
the District shall have the r ight to
terminate this Lease on 60 days’ prior
written notice given within 30 days of the
date of the Casualty if, in the District’s
reasonable opinion, the Casualty renders,
for more than 60 days, the entire Premises
inaccessible or 25% or more thereof
unusable for the normal conduct of the
District’s operations then conducted on
the Premises, (ii) Landlord and the
District each shall have the right to
terminate this Lease on 6 0 days’ prior
written notice given within 30 days of the
date of the Casualty if, in Landlord’s
reasonable judgment, the repair and
restoration cannot be completed within
180 days after the date of the Casualty
(which time period includes the time
needed for effecting a satisfactory
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settlement with any insurance company
involved, removal of debris, preparation
of plans and issuance of all required
governmental permits), and (iii) Landlord
and the District shall each have the right
to terminate this Lease on 30 days’ prior
written notice given within 30 days of the
date of the Casualty if there is then left in
the Lease Term less than 12 calendar
months. If the Premises or any part
thereof shall be damaged or destroyed,
the District shall provide prompt notice
thereof to Landlord.
(b) Landlord’s obligations to
repair and restore the Building and the
Premises as set forth in Section 16.1(a)
are subject to the following conditions
precedent having been satisfied , in
Landlord’s reasonable judgment. If any
of the following conditions have not been
so satisfied, Landlord shall notify the
District of the same, and each Party shall
have the right to terminate this Lease after
30 days prior written notice:
(i) Landlord and the
District each shall not have exer cised its
right to terminate this Lease to the extent
permitted to do so pursuant to Section
16.1(a);
(ii) Landlord shall
likely be able to obtain, or shall have
obtained, all necessary governmental or
quasi-government approvals and similar
authorizations to rebuild the Building as
required herein, including, but not limited
to, zoning approvals and permits; and
(iii) Adequate
insurance proceeds shall be available for
the repair and restoration, and Landlord’s
mortgagee, if any, shall have permitted
the insurance proceeds to be used to
repair and restore the Building; or
Landlord shall have an alternative source
to provide for such funds.
16.2 If this Lease is terminated
pursuant to Section 16.1 , then Annual
Rental and any Additional Rent shall be
apportioned (based on the portion of the
Premises that is usable after the Casualty)
and paid to the date of termination. If this
Lease is not terminated as a result of the
Casualty, then until such repair and
restoration of the Premises are
substantially complete, the District shall
be required to pay Annual Rental and any
Additional Rent only for the portion of
the Premises that is usable while such
repair and restoration are being made.
16.3 If this Lease is terminated
by either Party because inadequate
insurance proceeds are avail able for
repair and restoration due to Landlord’s
failure to comply with the insurance
requirements of this Lease, the District
shall have all rights and remedies
available to it hereunder, at law or in
equity, including an action for actual and
consequential damages.
17. CONDEMNATION
17.1 If one-third or more of the
Premises, or the use or occupancy
thereof, shall be taken or condemned by
any governmental or quasi-governmental
authority for any public or quasi -public
use or purpose or sold under threat of
such a taking or condemnation
(collectively, “ Condemned”), then this
Lease shall terminate on the day prior to
the date title thereto vests in such
condemning authority and Annual Rental
and any Additional Rent shall be
apportioned as of such date. If less than
one-third of the Premises or occupancy
thereof is Condemned, then the District
shall have the right to terminate this
Lease upon written notice to Landlord. If
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the District does not elect to terminate
this Lease, then this Lease shall continue
in full force and effect as to the part of the
Premises not so Condemned, except that,
as of the date title vests in such authority,
the District shall not be required to pay
Annual Rental or any Additional Rent
with respect to the part of the Premises so
Condemned. Notwithstanding anything
herein to the contrary, if one-third or
more of the Land or the Building is
Condemned, then whether or not any
portion of the Premises is Condemned,
Landlord and the District each shall have
the right to terminate this Lease by giving
at least 60 days’ prior notice of such
termination at any time after such
condemnation. This Lease shall
terminate on the date specified in the
notice and Annual Rental and Additional
Rent shall be adjusted to such date.
17.2 Landlord reserves all
rights to any award paid because of any
taking of the Premises. The District
assigns to Landlord any right the District
may have to such award. Further, the
District shall make no claims against
Landlord or the condemning authority for
damages. Notwithstanding the
foregoing, the District may claim and
recover from Landlord or the
condemning authority, as applicable, a
separate award for the District’s moving
expenses, business dislocation damages,
the District’s personal proper ty and
fixtures, or the unamortized costs of
leasehold improvements paid for by the
District (excluding any leasehold
improvements paid for through the use of
an allowance from Landlord) but only to
the extent that (x) such amounts are
awarded to the District in a separate
proceeding, and (y) Landlord’s award is
not thereby reduced. Each Party shall
seek its own award, as limited above, at
its own expense. Notwithstanding the
provisions of Section 17.1, if a leasehold
estate is necessary for the District to
obtain an award as set forth above, then
this Lease shall not be deemed to
terminate pursuant to its terms or by a
Party’s election as set forth in Section
17.1 until such time as the proceeding to
obtain any such award is concluded ;
provided, however, in such event the
obligations of the District (including any
financial obligation s under this Lease,
including without limitation Annual
Rental and Additional Rent), excluding
any rental obligation that has already
accrued but is not yet due and payable,
shall terminate if this Lease would
otherwise be deemed to have terminated
pursuant to its terms or by a Party’s
election as set forth in Section 17.1.
18. DEFAULT
18.1 District Default.
(a) It shall be a default of the
District (“District Default”) hereunder if
the District fails to: (i) pay Annual Rental
or Additional Rent on the date due and
such failure remains uncured for a period
of 10 Business Days after Landlord
notifies the District in writing of such
failure (subject to Landlord’s obligation
to deliver documents and information
pursuant to Section 7.3 hereof required
for the District to process payments to
Landlord); (ii) perform or observe any
non-monetary obligation of the District
under this Lease (but not including any
failure to perform or observe, or delay in
performing, such obligation that
constitutes a District Delay) within the
period provided for such performance ,
and if no express period for performance
is provided, then within 30 days, and if
such failure shall remain uncured for such
period after Landlord notifies the District
in writing of such failure, which written
EXECUTION VERSION
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notice shall set forth in reasonable detail
the nature and extent of the failure and
identifying the applicable Lease
provision requiring such obligation to be
performed; provided, however, that the
District shall not have committed a
District Default if such failure is of a type
and nature that cannot reasonably be
cured within such 30 day (or other
applicable) cure period, so long as the
District promptly commences the curing
of such failure within such 30 day (or
other applicable) cure period and
thereafter diligently pursues the curing of
such failure but no later than 120 days
from the date of the notice; (iii) any
sublease or assignment not permitted by
Section 21 shall occur; or (iv) the District
abandons the Premises. It is specifically
understood and agreed that any failure to
take any action that might be deemed to
violate th e Anti -Deficiency Acts or any
failure to obtain a certification of the
availability of appropriated funds in
accordance with Section 2 6.1 shall not
constitute a District Default.
(b) Upon the occurrence of a
District Default, Landlord, in its sole
discretion, may seek: (i) in the case of a
monetary District Default, all remedies
available to it under the Quick Payment
Act, D.C. Code § 2 -221.01, et seq. , as
may be amended from time to time, and
otherwise at law or in equity, which may
include termination and possession ; or
(ii) in the case of any other District
Default, all remedies available at law or
in equity. In accordance with Section
26.1, Annual Rental or any other
financial obligation of the District cannot
exceed the amount of appropriated funds
actually available at the time such
obligation accrues. Notwithstanding
anything to the contrary herein, Landlord
agrees to use commercially reasonable
efforts to relet the Premises and mitigate
damages following the surrender of, or
Landlord’s recovery of, possession of the
Premises.
(c) In the event of a District
Default pursuant to Section 18.1(a)(ii) ,
and after the expiration of the applicable
notice and cure period provid ed for
therein, upon an additional 15 Business
Days’ prior written notice to the District
(during which time the District shall have
a further opportunity to cure such District
Default), Landlord may, but shall not be
required to, effect such cure (subject in all
events to Section 15.1 hereof), unless the
District notifies Landlord that it has
already engaged a prov ider of goods
and/or services to effectuate the cure of
such District Default. The taking of such
action by Landlord shall not prevent
Landlord from pursuing any remedy it is
otherwise entitled to in connection with
such District Default in accordance with
Section 18.1(b); provided, however, that
if Landlord cures such District Default as
set forth in this Section 18.1(c), any such
default shall be deemed to be cured.
(d) If Landlord shall institute
proceedings against the District and a
compromise or settlement thereof shall be
made, then the same shall not constitute a
waiver of the same or of any other
covenant, condition or agreement set
forth herein, nor of any of Landlord’s
rights hereunder unless expressly agreed
by Landlord and the District. Neither the
payment by the District of a lesser
amount than the monthly installment of
Annual Rental due hereunder (or any
other financial obligation), nor any
endorsement o r statement on any check
or letter accompanying a check for
payment of rent or other sums payable
hereunder shall be deemed an accord and
satisfaction. Landlord may accept the
same without prejudice to Landlord’s
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right to recover the balance of such rent
or other sums or to pursue any other
remedy. Notwithstanding any request or
designation by the District, Landlord may
apply any payment received from the
District to any payment then due under
this Lease.
18.2 Landlord Default.
(a) It shall be a Landlord
default (“Landlord Default”) hereunder
if Landlord fails to perform or observe
any of its obligations under this Lease
(but not including any failure to perform
or observe, or delay in performing, such
obligation that constitutes a Landlord
Delay) within the period provided for
such performance (including any notice
and cure period, if applicable), and if no
express period for notice and cure is
provided, then after a period of 30 days
from the date Landlord receives written
notice thereof from the District setting
forth in reasonable detail the nature and
extent of the failure and identifying the
applicable Lease provision requiring such
obligation to be performed; provided,
however, that Landlord shall not have
committed a Landlord Default if such
failure is of a type and nature that cannot
reasonably be cured within such 30 day
period, so long as Landlord promptly
commences the curing of such failure
within such 30 day period and thereafter
diligently pursues the curing of such
failure but no later than 120 days from the
date of the notice.
(b) Upon the occurrence of a
Landlord Default, the District may pursue
any remedies available to it at law or in
equity. Upon the occurrence of a
Landlord Default, upon one (1) Business
Day following the delivery of written
notice by the District to Landlord, the
District may, but shall not have the
obligation to, implement such reasonable
steps as may be required in order to cure
such Landlord Default at Landlord’s sole
cost and expense. Landlord shall
reimburse the District within 10 Business
Days foll owing written demand by the
District thereof (such demand to include
copies of invoices and a certification that
such costs were actually incurred by the
District), of any reasonable third party
costs incurred by the District in curing
such Landlord Default. Landlord shall be
deemed to have consented to the District
performing any alterations, replacements
or work that is/are necessary in order to
eliminate such Landlord Default ,
provided that the District shall notify
Landlord thereof in writing and
reasonably cooperate with Landlord to
reasonably include Landlord in planning
and implementing such alterations,
replacements or work.
(c) The availability of
insurance proceeds under Section 14 shall
not be interpreted to deprive the District
of its right to be awarded specific
performance or an injunction in an action
brought to enforce any of its rights under
this Lease. Furthermore, nothing in
Section 14 shall be interpreted as limiting
any remedy the District may have
pursuant to the False Claims Act , as the
District is not authorized to limit such
authority or remedy.
(d) Landlord acknowledges
and agrees that, notwithstanding any
provision herein to the contrary, under
CFRAA Landlord may be considered to
have breached the terms of this Lease if
Landlord or any of its principals makes a
contribution in violation of CFRAA.
Landlord further acknowledges and
agrees that, in such event, (i) Tenant shall
have the discretion to terminate this
Lease; and (ii) Landlord may also be
EXECUTION VERSION
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disqualified from eligibility for future
District of Columbia government
contracts, including the extension or
modification of any existing contract, for
a period of four (4) calendar years after
the date of determination that a violation
under CFRAA has occurred.
19. SUBORDINATION
19.1 Within 30 days of the
Lease Commencement Date, Landlord
shall provide to the District, at no cost to
the District, a subordination, non -
disturbance, and attornment agreement in
favor of the District from Landlord and
each ground lessor, mortgage holder or
lien holder of record as of the Lease
Commencement Date (each, a
“Mortgagee”), in the form of, and
substantially in the substance of,
“Exhibit F” attached hereto and made a
part hereof (an “ SNDA”). The SNDA
shall be in recordable form and may be
recorded at the election of a Mortgagee,
at no expense to the District. Until such
time as an SNDA signed by Landlord and
any applicable Mortgagee is delivered to
the District by Landlord, this Lease shall
not be subordinate to any mortgage, deed
of trust, ground lease or other security
instrument that may encumber the
Building or the Land, or both (each, a
“Mortgage”, and collectively,
“Mortgages”). I n the event Landlord
does not provide the District with an
SNDA within such 30 day period, the
District shall have the right to terminate
this Lease, effective immediately upon
the District giving written notice of
termination to Landlord.
Notwithstanding any other provision of
this Lease, Landlord shall provide the
District with an SNDA from any current
Mortgagees pursuant to the foregoing as
a condition precedent to the Rent
Commencement Date and the District’s
obligation to pay Landlord any Annual
Rental or Additional Rent.
19.2 This Lease shall be
subject and subordinate to the lien,
provisions, operation and effect of any
Mortgage of record after the Lease
Commencement Date, to all funds and
indebtedness intended to be secured
thereby, and to all renewals, extensions,
modifications, recastings or refinancings
thereof, provided that Landlord and the
applicable Mortgagee execute and deliver
an SNDA to the District. If Landlord and
the applicable Mortgagee do not execute
and deliver an SNDA to the District, this
Lease shall not be subordinate to any such
Mortgage unless and until Landlord
delivers such an SNDA to the District.
20. ESTOPPEL CERTIFICATE
Within 30 Business Days of
receipt of Landlord’s written request at
any time and from time to time but not
more than twice in a 12-month period, the
District shall execute and deliver to
Landlord and/or any other person or
entity designated by Landlord, a written
statement certifying the following
substantially in the form of “Exhibit G”,
attached hereto and made a part hereof
(the “Certificate”): (a) that this Lease is
unmodified and in full effect (or if there
have been modifications, that this Lease
is in full effect as modified and stating the
modifications); (b) that no Annual Rental
or other charges have been paid by the
District in advance; (c) whether or not, to
the District’s actual knowledge, the
District has claims or demands against
Landlord; (d) whether or not, to the
District’s actual knowledge, there is any
uncured District Default; (e) that
statements contained in the Certificate are
based solely upon a reasonably diligent
review of the District’s Lease file as of
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the date of the issuance of the Certificate;
(f) that Landlord, and/or such other
person or entity designated by Landlord
to receive the Certificate, are deemed to
have constructive notice of such facts as
would be reasonably ascertainable by an
inspection of the Premises or by
reasonable inquiry to appropriate District
of Columbia officials; and (g) that the
Certificate sha ll not be deemed to be a
representation or warranty by the District
that the Premises comply with any Laws
or of the condition of, or t he absence of,
any defects in the Premises (or any
portion thereof).
21. ASSIGNMENT AND
SUBLEASE
21.1 The District shall not
assign this Lease (or all or any of the
District’s rights hereunder or interest
herein), or sublease the Premises or any
part thereof, without obtaining the prior
written consent of Landlord, which
consent Landlord may withhold in its sole
but reasonable discretion . The District
shall not encumber this Lease without
obtaining Landlord’s prior written
consent, which consent Landlord may
withhold in its sole but reasonable
discretion. N otwithstanding anything in
this Lease to the contrary, the Parties
hereby agree that (a) the District’s
substitution of another agency or
instrumentality of the District of
Columbia to use the Premises in
accordance with Section 3.1 above shall
not constitute an assignment or sublease
under this Lease and shall not require the
consent of Landlord; and (b) the District
may license a portion of the Premises for
the installation of a distributed antenna
system without the consent of Landlord ,
but upon prior written notice to Landlord,
so long as such installation does not
require new core drills, provided that riser
locations and the number of risers shall be
subject to Landlord’s reasonable
approval. Any such license shall be
subject to the terms of this Lease . In the
event that Landlord, exercising good faith
in all respects, fails or refuses to respond
to any request by the District to assign or
sublease all, or any part of, the Premises
to a third party within 15 Business Days
after receiving the District’s written
request therefor, and provided that such
request to Landlord includes language
substantially simila r to the following in
all caps boldfaced letters: “ FAILURE
TO CONSENT TO OR DENY SUCH
REQUEST WITHIN 15 BUSINESS
DAYS AFTER RECEIPT OF THIS
REQUEST SHALL BE DEEMED TO
BE LANDLORD’S CONSENT TO
THE PROPOSED ASSIGNMENT OR
SUBLEASE”, then Landlord shall be
deemed to have consented to such
assignment or suble ase in accordance
with the terms thereof. If Landlord
consents or is deemed to have consented
to the District’s assignment of this Lease,
then the District shall be released from
any and all obligations and liabilities with
respect to this Lease, or arising under this
Lease, of any nature whatsoever, except
for any such obligations or liabilities that
arise and accrue prior to the date of the
permitted assignment of this Lease by the
District.
21.2 The District shall deliver
to Landlord a fully executed copy of each
agreement evidencing a sublease or
assignment, and Landlord’s consent
thereto, within 15 Business Days after the
full execution thereof.
21.3 All restrictions and
obligations imposed pursuant to this
Lease on the District shall be deemed to
extend to any subtenant, assignee,
licensee, or transferee (each an
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“Assignee”). Any Assignee shall be
deemed to have assumed obligations as if
such Assignee had originally executed
this Lease, and, at Landlord’s request,
shall execute promptly a document
confirming such assumption. Each
sublease shall be subject to the condition
that, if the Lease Term is terminated or
Landlord succeeds to the District’s
interest in the Premises by voluntary
surrender or otherwise, at Landlord’s
option, the subtenant shall be bound to
Landlord for the balance of the term of
such sublease and shall attorn to and
recognize Landlord as its landlord under
the then existing terms of such sublease.
21.4 Any profit accruing to the
District as the result of any permitted
assignment of this Lease or permitted
sublease of the Premises shall be the
District’s profit to keep and shall not be
paid to Landlord.
22. HOLDING OVER
If the District does not
immediately surrender the Premises or
any portion thereof upon the expiration of
the then applicable Lease Term, or earlier
termination date (as expressly provided in
this Lease), as applicable, then subject in
all events to the Anti -Deficiency Acts,
applicable Laws, appropriate
authorization from the District, and the
certification of the availability of
appropriated funds for such purpose , the
Net Rental payable by the District
hereunder shall be increased to one
hundred twenty -five percent (125%) of
the Net Rental p ayable by the District
during the month immediately preceding
such holdover, for the period of the first 6
months after such expiration or
termination. N otwithstanding the
foregoing, the District shall continue to
pay all Operating Costs and Real Estate
Taxes that were in effect during the last
month of the Lease Term, as adjusted
pursuant to Section 7 hereof. If the
holdover continue s after such 6 month
holdover period, then the amount of the
increase in Net Rental shall be increased
to 150% from 125% during the period
following the initial 6 months of
holdover. Such increased Net Rental
shall be computed by Landlord and paid
by the District on a monthly basis in
arrears until the Premises have been
vacated or surrendered. Any such
holdover shall be deemed to be a tenancy
from month -to-month (with any partial
month of occupancy prorated based on
the number of days in the partial month).
Notwithstanding any other provision of
this Lease, Landlord’s right to recover
from the District for a holdover shall be
limited to the right to (i) collect the
increased Net Rental provided above; or
(ii) evict the District. U nder no
circumstances shall the District be liable
to Landlord for any other damages
whatsoever arising directly or indirectly
from the holdover period. In no event
shall any holdover be deemed a permitted
extension or renewal of the Lease Term,
and nothing contained herein shall be
construed t o constitute Landlord’s
consent to any holdover or to give the
District any right with respect thereto.
Notwithstanding any other provision of
this Lease, Landlord’s acceptance of
Annual Rental during any holdover
period shall not in any manner adversely
affect Landlord’s other rights and
remedies under this Lease. The District’s
obligations during any such holdover
period shall remain subject to the Anti -
Deficiency Acts and applicable Laws.
23. BROKERS, AGENTS
23.1 The District
acknowledges that neither Landlord nor
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any broker, agent or employee of
Landlord has made any representation or
promise with respect to the Premises or
the Building except as herein expressly
set forth, and no right, privilege,
easement or license is being acquired by
the District except as herein expressly set
forth.
23.2 Nothing contained in this
Lease shall be construed as creating any
relationship between Landlord and the
District other than that of landlord and
tenant. The District shall not (i) use the
name of the Building for any purpose
other than as the address of the business
to be conducted by the District in the
Premises, (ii) use the name of the
Building as the District’s business
address after the District vacates the
Premises, or (iii) do or permit to be done
anything in connection with the District’s
business or advertising that in the
reasonable judgment of Landlord may
reflect unfavorably on Landlord or the
Building or confuse or mislead the public
as to any apparent connection or
relationship between Landlord, the
Building and the District.
23.3 Landlord represents and
warrants that no real estate agent, broker,
or finder has acted for it in connection
with the negotiation, execution or
procurement of this Lease. In addition to
any other indemnity provided under this
Lease, Landlord shall indemnify the
District and defend and save the District
and its Agents harmless from and against
any and all claims, liabilities, or demands
for payment made by any broker or agent
claiming through Landlord, with respect
to this Lease. Savills, Inc. (“ Savills”) is
recognized as the exclusive broker
representing the District in this
transaction. Upon full execution and
delivery to Landlord of this Lease,
Landlord shall compensate Savills in an
amount in an amount equal to 3.1% of the
total Annual Rental over the Initial Lease
Term pursuant and subject to a separate
brokerage agreement between Landlord
and Savills.
24. GENERAL PROVISIONS
24.1 Waiver of Jury Trial .
LANDLORD, THE DISTRICT, ALL
GUARANTORS, AND ALL
REPRESENTATIVES EACH WAIVES
TRIAL BY JURY IN ANY ACTION,
PROCEEDING, CLAIM OR
COUNTERCLAIM BROUGHT IN
CONNECTION WITH ANY MATTER
ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THIS LEASE,
THE RELATIONSHIP OF LANDLORD
AND THE DISTRICT HEREUNDER,
THE DISTRICT’S USE OR
OCCUPANCY OF THE PREMISES
AND/OR ANY CLAIM OF INJURY OR
DAMAGE. LANDLORD, THE
DISTRICT AND ANY
REPRESENTATIVE OF LANDLORD
EACH WAIVES ANY OBJECTION TO
THE VENUE OF ANY ACTION FILED
IN ANY COURT SITUATED IN THE
JURISDICTION IN WHICH THE
BUILDING IS LOCATED, AND
WAIVES ANY RIGHT, CLAIM OR
POWER, UNDER THE DOCTRINE OF
FORUM NON CONVENIENS OR
OTHERWISE, TO TRANSFER ANY
SUCH ACTION TO ANY OTHER
COURT.
24.2 Service of Notices. All
notices or other communications required
under this Lease shall be in writing and
shall be deemed duly given and received
(i) when delivered in person (with receipt
therefor), (ii) on the next Business Day
after deposit with an established,
overnight delivery service, or (iii) when
EXECUTION VERSION
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delivered by email so long as such email
delivery is followed by such notice or
other communication being sent by the
next Business Day by a method set forth
in the foregoing (i) or (ii) . If any Party
refuses delivery of a notice, such notice
shall be deemed to have been delivered to
such Party at the time of refusal .
Landlord’s and the District’s initial
mailing and email address for sending
notices hereunder are set forth in Sections
4(a) and 4(b) of DC DGS Form L -100.
Either Party may change its mailing or
email address for the giving of notices by
notice given in accordance with this
Section. Notwithstanding the foregoing,
notices required to be delivered by
Landlord under Section 7 hereof
(including, without limitation, Tax
Payments Notices and notices regarding
CPI changes and Operating Cost
Increases) shall, in addition to being
delivered in accordance with this Section
24.2 hereof, also be timely emailed to
DGSRent@dc.gov.
24.3 Severability. Each
provision of this Lease shall be valid and
enforceable to the fullest extent permitted
by Laws. If any provision of this Lease
or the application thereof to any person or
circumstance shall to any extent be
invalid or unenforceable, then such
provision shall be deemed to be replaced
by the valid and enforceable provision
most substantively similar to such invalid
or unenforceable provision, and the
remainder of this Lease and the
application of such provision to persons
or circumst ances other than those as to
which it is invalid or unenforceable shall
not be affected thereby. Nothing
contained in this Lease shall be construed
as permitting Landlord to charge or
receive interest in excess of the maximum
rate allowed by Laws.
24.4 Pronouns. Feminine,
masculine, neutral or other gender
pronouns shall be substituted for those of
another form, and the plural or singular
shall be substituted for the other number,
in any place in which the context may
require such substitution.
24.5 Headings. Headings are
used for convenience only and shall not
be considered when construing this
Lease.
24.6 Successors. The
provisions of this Lease shall be binding
upon and inure to the benefit of the
Parties and each of their respective
successors and permitted assigns.
24.7 Integration. The Parties
confirm that this Lease contains and
embodies the entire agreement of the
Parties hereto and supersedes all prior
agreements, negotiations, letters of intent,
proposals, representations, warranties,
understandings, suggestions and
discussions, whether written or oral,
between the Parties hereto. Any
representation, inducement, warranty,
understanding or agreement that is not
expressly set forth in this Lease shall be
of no force or effect.
24.8 Governing Law ; No
Presumption. This Lease shall be
governed by the laws of the District of
Columbia, without regard to the
application of choice of law principles.
There shall be no presumption that this
Lease be construed more strictly against
the Party who itself or through its age nt
prepared it (it being agreed that all Parties
hereto have participated in the
preparation of this Lease and that each
Party had the opportunity to consult legal
counsel before the execution of this
Lease).
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24.9 Amendments. This Lease
may be modified or changed in any
manner only by an instrument signed by
both Parties and approved for legal
sufficiency for the District.
24.10 Time is of the Essence.
Time is of the essence with respect to
each of the District’s and Landlord’s
obligations hereunder.
24.11 Counterparts. This Lease
may be executed in multiple counterparts
and by facsimile signature (and may be
delivered by e-mail in the form of a .pdf
file or similar), each of which counterpart
shall be deemed an original and all of
which together shall constitute one and
the same instrument.
24.12 No Recordation. Neither
this Lease nor a memorandum thereof
shall be recorded.
24.13 Federally Prohibited
Persons. Neither Landlord nor any
person owning any interest in Landlord
has engaged in any dealings or
transactions (i) in contravention of any
money laundering laws, regulations or
conventions of the United States or (ii) in
contravention of Executive Order No.
13224 dated September 24, 2001 issued
by the President of the United States
(Executive Order Blocking Property and
Prohibiting Transactions with Persons
Who Commit, Threaten to Commit, or
Support Terrorism), as may be amended
or supplemented from time to time (the
“Anti-Terrorism Order ”) or any
published terrorist or watch list that may
exist from time to time. Landlord
represents and warrants that neither
Landlord nor any person owning any
interest in Landlord: (a) is or will be
conducting any business or engaging in
any transaction with any person
appearing on the list maintained by the
U.S. Treasury Department’s Office of
Foreign Assets Control list located at 31
C.F.R., Chapter V, Appendix A , as may
be amended or supplemented from time
to time , or (b) is a person described in
Section 1 of the Anti-Terrorism Order.
24.14 Survival. Subject to
applicable Laws and the Anti-Deficiency
Acts, and unless otherwise set forth
herein, the obligations of the District shall
not survive the expiration or early
termination of this Lease, and only any
liabilities of the District which have
accrued prior to the expiration or earlier
termination of this Lease shall survive
such expiration or earlier termination.
Unless otherwise set forth herein, the
obligations of Landlord shall not survive
the expiration or early termination of this
Lease, and only any liabilities of
Landlord which have accrued prior to
such expiration or earlier termination of
this Lease shall survive such expiration or
earlier termination; provided, however,
the foregoing limitation shall not apply to
any claim arising under the False Claims
Act.
24.15 Force Majeure. Unless
specifically provided otherwise, if
Landlord or the District is in any way
delayed or prevented from performing
any of its obligations under this Lease
(other than payment obligations) due to a
Force Majeure Event, then the time for
performance of such obligation shall be
excused for the period of such delay or
prevention, and extended for a period
equal to the period of such delay,
interruption or prevention. The foregoing
shall not serve to excuse the District’s
obligation to pay Annual Rental when
due under this Lease, unless otherwise
specifically provided in this Lease,
except if any financial or banking related
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systems are effected by such Force
Majeure Event, in which case the District
shall make such payment promptly after
the affected financial or banking related
systems are restored.
24.16 Review; District Approval
and Consent. A Party’s review, approval
and consent powers (including the right
to review design plans or construction
drawings), if any, are for such Party’s
benefit only. Such review, approval or
consent (or conditions imposed in
connection therewith) shall be dee med
not to constitute a representation
concerning legality, safety, or any other
matter. The District’s approval and
consent rights hereunder may be
exercised on behalf of the District only by
the Director or any person to whom the
Director has delegated his or her
authority to exercise such rights pursuant
to a written delegation.
24.17 Delivery of Keys Upon
Termination. At the expiration or earlier
termination of the Lease Term, the
District shall deliver to Landlord all keys
and key cards to the Building and the
Premises furnished by Landlord.
24.18 No Partnership; No Third
Party Beneficiaries . Nothing contained
in this Lease shall be deemed or
construed to create a partnership or joint
venture of or between Landlord and the
District, or to create any other
relationship between the Parties hereto
other than that of landlord and tenant.
Nothing contained in this Lease shall be
deemed or construed to create any third
party beneficiaries. The only entities that
the Parties intend to be benefitted by this
Lease are Landlord and the District.
24.19 Not a Contract for Goods
or Services. This Lease is not intended to
be, nor shall it be deemed or construed to
be a contract for goods or services.
Nothing contained in this Lease, and no
future action or inaction by the District
under this 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 ser vices without
following the procedures set forth in the
Procurement Practices Reform Act of
2010, D.C. Official Code § 2 -351.01, et
seq., as may be amended from time to
time, or any other applicable procurement
authority.
24.20 No Waiver . Neither
Landlord nor the District shall be deemed
to have waived any ( a) provision of this
Lease, or the breach of any such
provision, or ( b) any right, claim, or
demand related thereto (each a “ Right”
and collectively, “Rights”), unless
specifically waived by Landlord or the
District, respectively, in a writing
executed by an authorized person of the
party that could assert such Right. No
waiver of any Right in one instance shall
be deemed to be a subsequent waiver of
the same Right in a different instance,
unless expressly stated in such waiver.
No waiver of a breach of any provision of
this Lease shall be deemed to be a waiver
of any subsequent breach of the same
provision, or a waiver of the provision
itself, or of any other provision of this
Lease. No custom or practice that may
evolve between the Parties in the
administration of the terms of this Lease
shall be construed to waive either Party’s
right to insist on the other Party’s strict
performance of the terms of this Lease.
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25. ASBESTOS CERTIFICATION.
25.1 Certification. Landlord
certifies that to its actual knowledge it has
disclosed all asbestos surveys or
inspections within its custody that have
been conducted by or on behalf of
Landlord concerning the Building
(including the Premises). Based upon
these surveys and inspections, if any,
Landlord further certifies that to its actual
knowledge it has not received any written
notice that any asbestos -containing
materials (“ ACM”) in the Building
(including the Premises) are in violation
of applicable Laws (which violation
remains uncured). Landlord has
furnished copies of these asbestos
surveys or inspections (if any) to the
District prior to the Lease
Commencement Date. If any asbestos
inspection is conducted, Landlord shall
furnish a copy thereof to the District at
least 10 days’ prior to the Lease
Commencement Date. Landlord
acknowledges that the D.C. Office of
Occupational Safety and Health may
exercise its regulatory authority to
conduct a visual inspection of the
Building (including areas not demised
hereunder) at any time during the Lease
Term. The certifications made by
Landlord regarding asbestos and
hazardous waste management contained
herein are material representations of fact
upon which the District has relied in
entering into this Lease.
25.2 Inspection; Abatement .
Upon discovery by Landlord, or upon
notice to Landlord by the District or any
other person of the presence of suspected
ACM in the Building in violation of any
applicable Laws, Landlord shall
promptly, at its sole cost, have the
relevant portion of the Building inspected
by a firm licensed to perform asbestos
inspections. Promptly after receipt by
Landlord of the written report of such
finding, Landlord shall deliver to the
District a copy thereof. Landlord shall
cause any ACM in violation of applicable
Laws noted in such report to be removed,
contained or otherwise brought into
compliance with all applicable Laws.
Prior to commencement of any abatement
action, Landlord shall consult with the
District and receive approval of the
District, such approval not to be
unreasonably withheld, conditioned or
delayed concerning the nature of the
abatement action. If Landlord fails
promptly to commence and diligently
pursue removal, containment or other
compliance procedures with respect to
the ACM after notice to Landlord of the
same, the District, after giving Landlord
10 Business Days’ notice, may perform
such work at Landlord’s expense, which
expense, in a reasonable amount, shall be
reimbursed to the District within 30 days
after receipt of an invoice therefor.
25.3 Indemnity. In addition to
any other indemnities provided under this
Lease, Landlord shall indemnify the
District and defend and save the District
and all of its officers, agents and servants
harmless from and against any and all
costs of removal or remediation provided
herein to be conducted by Landlord, and
from any and all claims of liability arising
from or based on or as a consequence of
or result of the negligent or willful
misconduct of Landlord, its contractors
or vendors, regarding the certification in
Section 25.1 above.
26. SPECIFIC DISTRICT OF
COLUMBIA LAWS
26.1 Anti-Deficiency
Limitations.
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(a) Whether expressly or
impliedly qualified or limited in any
Section of this Lease, the obligations of
the District to fulfill any financial
obligation pursuant to this Lease or any
subsequent agreement entered into
pursuant to this Lease to which the
District is a party (an “ Other
Agreement”; and together with this
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. and 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
applicable to any Applicable
Agreement. Pursuant to the Anti -
Deficiency Acts, nothing in this Lease
shall create an obligation of the District in
anticipation of an appropria tion by the
United States Congress (“Congress”) for
such purpose, and the District’s legal
liability for the payment of any financial
obligation, including but not limited to
any Annual 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 year 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 sov ereign entity, and not
as a tenant under this Lease). During the
term of this Lease , the District of
Columbia agency authorized and
delegated by the Mayor of the District of
Columbia to administer this Lease shall,
for each corresponding District 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 this 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 District of Columbia or
Congress to pay any financial obligation,
including, but not limited to any Annual
Rental or Additional Rent, under any
Applicable Agreement for any period
after the District of Columbia fiscal yea r
for which appropriations have been
made, and in the event appropriated 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 officer, 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 eve nt
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 levied
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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
amount has been appropriated by A ct of
Congress and is lawfully available.
26.2 Nondiscrimination in
Facilities.
(a) Definition. As used in this
Section 2 6.2, “ Facility” means the
Premises.
(b) No Discrimination .
Landlord shall not discriminate by
segregation or otherwise against any
person because of race, color, religion,
sex, national origin, age, marital status,
personal appearance, sexual orientation,
gender identity or expression, familial
status, family responsibilities, disability,
matriculation, political affiliation, source
of income or place of residence or
business in furnishing or by refusing to
furnish to such person or persons the use
of the Facility, including any and all
services, privileges, accommodations and
activities provided under this Lease.
(c) Noncompliance.
Landlord’s noncompliance with the
provisions of this Section 2 6.2 shall
constitute a material breach of this Lease.
In the event of such noncompliance, the
District shall promptly provide to
Landlord notice thereof, detailing with
specificity Landlord’s noncompliance. If
Landlord does not correct such
noncompliance within 60 days after its
receipt of such notice from the District
specifying such noncomplianc e the
District may, subject to this Section
26.2(c), pursue any remedies on a ccount
of such noncompliance as may be
provided by applicable law (including
any applicable regulations thereto) or in
equity. In the event of termination,
Landlord shall be liable for all excess
costs of the District in acquiring
substitute space, including without
limitation the cost of moving to such
space.
(d) Concession Agreements .
Landlord shall include, or require the
inclusion of, the foregoing provisions of
this Section 2 6.2 (with the terms
“Landlord” and “District” appropriately
modified) in every agreement or
concession agreement pursuant to which
any persons other than Landlord operates
or has the right to operate in the Facility.
Landlord shall take such action with
respect to any such agreement as the
District may reasonably direct as a means
of enforcing this Section 26.2, including
without limitation the termination of such
agreement or concession.
26. 3. Nondiscrimination in
Employment.
(a) Nondiscrimination. In
connection with Landlord’s performance
of its obligations hereunder to furnish to
the District building services and utilities,
Landlord shall not discriminate against
any employee or applicant for
employment because of race, color,
religion, national origin, sex, age, marital
status, personal appearance, sexual
orientation, gender identity or expression,
family responsibilities, disability,
matriculation or political affiliation.
Landlord shall take affirmative action to
ensure that applicants are employed and
that employees are treated during
employment without regard to any of the
aforementioned categories. Such action
shall include without limitation the
following: employment, upgrading,
demotion or transfer, recruitment or
recruitment advertising; layoff or
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termination; rates of pay or other forms of
compensation; and selection for training,
including apprenticeships. Landlord
shall post in conspicuous places available
to employees and applicants for
employment notices setting forth the
provisions of this no n-discrimination
clause.
(b) Advertisements. In all
solicitations or advertisements for
employees placed by or on behalf of
Landlord, Landlord shall state that all
qualified persons will receive
consideration for employment without
regard to race, color, religion, national
origin, sex, age, marita l status, personal
appearance, sexual orientation, gender
identity or expression, family
responsibilities, disability, matriculation
or political affiliation.
(c) Labor Unions . Landlord
shall send to each labor union or
representative of workers with which
Landlord has a collective bargaining
agreement or other contract with respect
to the furnishing of labor a notice
advising such labor unions or workers’
representatives of L andlord’s
commitments under this Section 26.3 and
Landlord shall post copies of such notice
in conspicuous places available to
employees and applicants for
employment.
(d) Books and Records . At
reasonable times with appropriate notice
to Landlord, Landlord shall permit the
District and its Agents to have reasonable
access to Landlord’s books, records and
accounts for purposes of investigation to
ascertain compliance with the provisions
of this Section 26.3.
(e) Noncompliance. In the
event of Landlord’s noncompliance with
the nondiscrimination provisions of this
Lease, the District shall promptly provide
to Landlord notice thereof, detailing with
specificity Landlord’s noncompliance. If
Landlord does not correct such
noncompliance within 60 days after its
receipt of such notice from the District
specifying such noncompliance, the
District may pursue any remedies on
account of such noncompliance as may
be provided by applicable law (including
any applicable re gulations thereto) or in
equity.
(f) Contracts. Landlord shall
insert the foregoing nondiscrimination in
employment provisions in all contracts
for procurement of goods and services
relating to the performance of Landlord’s
obligations hereunder, except contracts
for standard commercial supplies or r aw
materials, unless exempted by rules,
regulations or orders of the District, so
that such provisions will be binding upon
each contractor or vendor. Landlord shall
take such action with respect to any
contractor or vendor as the District may
direct as a means of enforcing such
provisions, including without limitation
sanctions for noncompliance; provided,
however, that in the event Landlord
becomes involved in or is threatened with
litigation with a contractor or vendor as a
result of such direction by the District,
Landlord shall give notice thereof to the
District and Landlord may request that
the District enter into such litigation to
protect the interests of the District.
26.4 Contingent Fees.
(a) No Contingent Fees .
Except for Landlord’s broker, if any,
Landlord warrants that no person or
agency has been employed or retained by
Landlord to solicit or obtain this Lease
upon an agreement or understanding for a
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Contingent Fee. For breach or violation
of this warranty, the District shall have
the right in its discretion, to deduct from
the Annual Rental and any Additional
Rent, or otherwise recover, the full
amount of any Contingent Fee.
(b) “Contingent Fee ” means
any fee, commission, percentage,
brokerage or other payment that is
contingent upon the success such person
or concern has in securing a lease with the
District.
(c) Landlord represents and
warrants that no officer, agent, employee,
elected official or other representative of
the District (both as a sovereign entity
and a tenant under this Lease) or of the
Council of the District of Columbia
(each, a “ Tenant Employee ”), has
received any payment or other
consideration from Landlord for the
negotiation, execution, delivery or
performance of this Lease, and that no
such person has any interest, direct or
indirect, in this Lease, the proceeds
thereof or related thereto. The
negotiation, execution, delivery and
performance of this Lease by the District
has not been, and shall not be, induced by,
the result of or based on Improper
Influence. “Improper Influence” means
any influence that induces or intends to
induce a Tenant Employee to give
consideration or to act regarding a lease
with the District on any basis other than
on the merits of the matter or in violation
of any Laws or regulation regarding the
acquisition by the District of Columbia of
a leasehold interest.
26.5 Authority.
(a) Subject to the provisions
set forth in Section 26.1, by executing this
Lease the District represents to Landlord
that: (i) it is authorized to enter into,
execute and deliver this Lease and
perform the obligations hereunder; (ii)
this Lease is effective and enforceable
against the District in accordance with its
terms; (iii) the person signing on the
District’s behal f is duly authorized to
execute this Lease; and (iv) no other
signatures or approvals are necessary in
order to make all of the representations of
the District contained in this Section true
and correct in all material respects.
(b) By executing this Lease,
Landlord represents to the District that:
(i) it is authorized to enter into, execute
and deliver this Lease and perform its
obligations hereunder; (ii) this Lease 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 Lease; (iv) no other signatures or
approvals are necessary in order to make
all of the representations of Landlord
contained in this Section true and correct
in all material respects; (v) Landlord is in
good standing in the District of Columbia
and shall remain so for the duration of this
Lease; and (vi) Landlord is in compliance
with all District of Columbia laws and
regulations applicable to Landlord and
shall remain so for the duration of this
Lease.
26.6 False Claims Act .
Notwithstanding any provision to the
contrary in this Lease, all demands for
payment or reimbursement under this
Lease, as well as all other applicable
representations, shall be subject to the
False Claims Act.
26.7 CFRAA. Landlord
acknowledges that under CFRAA a
“covered contractor” is prohibited from
making a contribution to a “prohibited
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recipient” during a “prohibited period”
(as such terms are defined under
CFRAA). If Landlord is a covered
contractor, (i) Landlord represents that
neither Landlord nor any of its principals
has made a contribution to a prohibited
recipient during a prohibited period, and
(ii) Landlord covenants that neither
Landlord nor any of its p rincipals shall
make a contribution to a prohibited
recipient during a prohibited period.

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INTENTIONALLY LEFT BLANK]

[EXHIBITS TO FOLLOW]
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EXHIBIT A

Depiction of Premises

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EXHIBIT B

Legal Description of Land

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EXHIBIT C

Work Exhibit for Tenant Improvements

1. Definitions. Any capitalized term used but not defined in this Work Exhibit shall
have the meaning given to such term in the remainder of this Lease. The definition for
each of the following terms is set forth in this Work Exhibit as follows:

“Approved Test Fit/Space Plans” is defined in Section 5 hereof.

“Budget Costs” is defined in Section 10(b) hereof.

“Change Order” is defined in Section 13 hereof.

“Change Order Cost(s)” is defined in Section 12(a) hereof.

“Complete Plans and Specifications” is defined in Section 6 hereof.

“Contractor” is defined in Section 8(a) hereof.

“Cost Ceiling” is defined in Section 10(a) hereof.

“DBA” is defined in Section 8(b) hereof.

“Design Phase” is defined in Section 5 hereof.

“DGS-PSD” is defined in Section 4 hereof.

“District Delay” is defined in Section 18 hereof.

“District PM ” means the project manager engaged by Landlord, subject to the
District’s approval, to provide the PM Services.

“District Requirements” is defined in Section 4 hereof.

“District’s Acceptance” is defined in Section 12(a) hereof.

“District’s Response Period” is defined in Section 10(b) hereof.

“District’s Value Engineering” is defined in Section 10(b) hereof.

“Excess Cost” is defined in Section 10(b) hereof.

“Excess Cost Approval Notice” is defined in Section 10(b) hereof.

“Excluded IT Equipment” is defined in Section 4 hereof.

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“Final Accounting” is defined in Section 16 hereof.

“Final Plans and Specifications” is defined in Section 6 hereof.

“Final Response Period” is defined in Section 6 hereof.

“IT” is defined in Section 4 hereof.

“Landlord Change Order” is defined in Section 12(b) hereof.

“Landlord Delay” is defined in Section 17 hereof.

“Landlord Stated Delay” is defined in Section 12(a) hereof.

“Landlord’s Notice” is defined in Section 12(a) hereof.

“Latent Defect” is defined in Section 19 hereof.

“Lump Sum Excess Cost Payment” is defined in Section 10(b) hereof.

“OCTO/DC-Net” means the District of Columbia’s Office of the Chief
Technology Officer.

“Plans and Specifications” is defined in Section 5 hereof.

“PM Services ” means the project management services to be provided to the
District in accordance with the terms set forth on “Schedule 5”, attached hereto and
made a part hereof.

“Project Architect” is defined in Section 5 hereof.

“Project Schedule” is defined in Section 11 hereof.

“Proposed Change” is defined in Section 12(a) hereof.

“Punch List” is defined in Section 19 hereof.

“Response Period” is defined in Section 6 hereof.

“Subcontractor” is defined in Section 8(a) hereof.

“Substantially Complete ”, “ Substantially Completed ” and “ Substantial
Completion” are defined in Section 19 hereof.

“Tenant Improvement” and “ Tenant Improvements” are defined in Section 4
hereof.

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“TI Construction Contract” is defined in Section 8(a) hereof.

“TI Construction Costs” is defined in Section 9 hereof.

“Turnkey Budget” is defined in Section 10(b) hereof.

2. Scope. This Work Exhibit sets forth the agreements by and between Landlord and
the District with respect to the design and construction by Landlord of the Tenant
Improvements. In the event of any inconsistency between the terms of this Work Exhibit
and the terms of the remainder of this Lease, the terms of this Work Exhibit shall control.

3. [Intentionally deleted]

4. Tenant Improvements. Landlord shall, at its sole cost and expense up to the Cost
Ceiling (a) cause the Tenant Improvements to be in a state of Substantial Completion, and
(b) furnish all labor and materials to design, construct, furnish, install and complete all of
the items, equipment and work necessary to bring the Tenant Improvements to a state of
Substantial Completion, each for the District’s use and occupancy of the Premises, in a
turnkey manner, in accordance with the Project Schedule, pursuant and subject to the terms
of this Work Exhibit, the remainder of this Lease, and in accordance with Laws. Landlord
acknowledges that , as of the Lease Commencement Date, Landlord has received the
District’s specifications and requirements for the build out of the Tenant Improvements
consisting of the following documents: (a) “Workplace Design Guidelines” which includes
“Basis of Design, Furniture & Finishes” and “Signage Specifications and Standards”; ( b)
“Standards and Practices for Communications Environments – Information and
Communications Technology Structured Cabling Standards” ; and ( c) “Department of
General Services, Protective Services Division’s (“ DGS-PSD”) Security Infrastructure
Specifications and Standards” ((a) through ( c) each and collectively are, the “ District
Requirements”). “Tenant Improvements” (and each, a “Tenant Improvement”) shall
mean the turnkey build-out of the Premises and the District ’s relocation thereto (if
applicable), including, but not limited to the PM Services costs, lactation room, the
District’s relocation costs (if any), the Storage Work (if applicable), the purchase and
installation of the construction elements, furniture, fixtures, equipment (including security,
server room, network and power equipment) , fit -out, signs, HVAC related distribution
ductwork, cabling and wiring for both pow er and low voltage requirements, security
infrastructure, information technology (“IT”) server room equipment, telephones and any
other IT infrastructure requirements, but specifically not IT equipment such as computers,
televisions and printers (collectively, the “ Excluded IT Equipment ”). Landlord agrees
and acknowledges that (i) a vendor approved by DGS-PSD (which approval shall not be
unreasonably withheld, conditioned or delayed) shall be the required Subcontractor for the
District’s security requirements associated with the Tenant Improvements, and (ii)
OCTO/DC-Net or its approved vendor m ay, at Landlord’s election, be the Subcontractor
for the IT requirements associated with the Tenant Improvements; provided that, in all
events, OCTO/DC-Net and DGS -PSD will provide the IT infrastructure and security
standards and specifications, respectively, for the Tenant Improvements. Landlord and the
District acknowledge and agree that, notwithstanding the foregoing definition of Tenant
Improvements, the District shall not be limited in the application of the Tenant
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Improvement Allowance to such items, but shall have the right to apply the Tenant
Improvement Allowance to other costs relating to the build -out of the Premises pursuant
to this Work Exhibit and the remainder of this Lease , including without limitation,
contractor and subcontractor wages in order to ensure compliance with the DBA. Landlord
shall Substantially Complete the Tenant Improvements in accordance with the Final Plans
and Specifications. In addition, a ll of the Tenant Improvements shall be perform ed by
Landlord: (i) promptly and in a good workmanlike manner; (ii) by duly qualified, licensed
and bonded persons; (iii) in accordance with all Laws and the provisions of this Lease; and
(iv) once commenced, diligently pursued to Substantial Completion.

5. Plans and Specifications . The Parties acknowledge that Perkins & Will is the
“Project Architect” under this Work Exhibit, which Project Architect may be replaced at
Landlord’s discretion (such successor architect shall also be the “Project Architect”). The
Project Architect has prepared, and Landlord and the District have approved, the test fit for
the Premises set forth in “ Schedule 1 ” attached hereto and made a part hereof (the
“Approved Test Fit/Space Plans”). The Design Phases are: (a) test fit /space plan phase
(such Design Phase is acknowledged to be completed pursuant to the District’s approval
of the Approved Test Fit /Space Plans); (b) schematics phase; (c); design development
phase; (d) design construction documents phase; and ( e) furniture, fixture and equipment
phase (each of the foregoing (a) through (e) being a “Design Phase”). Landlord shall cause
the Project Architect to prepare and deliver to the District, for the District’s review and
comment, two (2) printed sets of plans (and their related electronic files) containing , as
applicable, the construction drawings, construction notes, plans and specifications for each
Design Phase of the Tenant Improvements as set forth on, and in the order indicated on,
the Project Schedule (each set of construction drawings, construction notes, plans and
specifications for each Design Phase being the “Plans and Specification s” for such
Design Phase). Within 30 days after the Lease Commencement Date, Landlord shall
deliver the Plans and Specifications for the “ schematics” Design Phase to the District.
Landlord shall ensure that the Plans and Specifications for each Design Phase of the Tenant
Improvements shall be based upon, and shall incorporate and be consistent with, the
District Requirements and the approved immediately preceding Design Phase. Landlord
shall cause the Project Architect to provide in each appropriate Design Phase’s Plans and
Specifications specifications for all power (including low voltage power), voice/data,
audio-visual, and security systems, together with the infrastructure and attendant
equipment and devices therefor, based on the District Require ments (as may be modified
by approved Design Phases) and the District’s program needs . Landlord shall also cause
the Project Architect to develop a signage plan and package with the District that is based
on the District Requirements (as may be modified by approved Design Phases) and the
District’s program needs.

6. Approval of Plans and Specifications . Within the applicable Response Period (as
defined below) after the District’s receipt of any initial (or resubmitted, if applicable) Plans
and Specifications for each Design Phase of the Tenant Improvements, the District shall
notify Landlord of the District’s approval thereof or the reasons why such approval was
withheld or is not granted (with any denial specifying the District’s reasons in reasonable
detail). The “Response Period” for each Design Phase shall be 10 Business Days, except
that the Response Period for the design construction documents phase and the furniture,
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fixture and equipment phase shall be 5 Business Days. Landlord shall cause Project
Architect to make any revisions necessary to address the District’s comments on each
Design Phase’s Plans and Specifications, and resubmit the same for the District’s approval.
The revisions and resubmissions shall continue until District gives its final approval, or is
deemed to have given final approval (as provided in Section 7 below) of each Design
Phase’s Plans and Specifications. Following the District’s approval or deemed approval
of the Plans and Specifications for the final Design Phase, Landlord shall cause the Project
Architect to submit complete and unified Plans and Specifications for all Design Phases of
the Tenant Improvements which incorporate the revised and approved Plans and
Specifications for each Design Phase (the “Complete Plans and Specifications ”), and
Landlord shall deliver to the District therewith the then current budget based on such
Complete Plans and Specifications. Within 10 Business Days of Landlord’s delivery to
the District of the Complete Plans and Specifications (the “ Final Response Period”), the
District shall notify Landlord of the District’s approval thereof or the reasons why such
approval was withheld or is not granted (with any denial specifying the District’s reasons
in reasonable detail). Landlord shall cause the Project Architect to make any revisions
necessary to address the District’s comments on the Complete Plans and Specifications,
and resubmit the same for the District’s app roval. The revisions and resubmissions shall
continue until the District gives its final approval, or is deemed to have given final approval
(as provided in Section 7 below) of the Complete Plans and Specifications. Such final
approved (or deemed approved) Complete Plans and Specifications shall be the “ Final
Plans and Specifications ”. The District will not unreasonably withhold, condition or
delay its approval of any aspects of any Design Phase’s Plans and Specifications (or of the
Complete Plans and Spe cifications) for the Tenant Improvements which are consistent
with, and in accordance with, the District Requirements (as may be modified by approved
Design Phases) and the approved Plans and Specifications for the immediately preceding
Design Phase.

7. Deemed Approval of Plans and Specifications. In the event that the District has not
responded to Landlord within a Response Period or the Final Response Period, as
applicable, then Landlord shall have the right to deliver a notice to the District containing
the following language in at least 16 point, bold font and capital letters: “THIS NOTICE
IS BEING DELIVERED PURSUANT TO THAT CERTAIN IN-LEASE
AGREEMENT WITH A LEASE COMMENCEMENT DATE OF _________ ___,
20___ PERTAINING TO YOUR LEASE FOR PREMISES AT
_________________________ IN WASHINGTON, DC. IF THE DISTRICT FAILS
TO PROVIDE TO LANDLORD WRITTEN APPROVAL OR REASONABLE
DETAILS FOR ITS OBJECTIONS TO THE [PLANS AND
SPECIFICATIONS/COMPLETE PLANS AND SPECIFICATIONS ] DELIVERED
TO THE DISTRICT ON _____________, 20 __, FOR WORK TO BE DONE AT
_________________________ IN WASHINGTON, DC , WASHINGTON, DC
WITHIN 5 BUSINESS DAYS OF THE DISTRICT’S RECEIPT OF THIS NOTICE,
THE DISTRICT WILL BE DEEMED TO HAVE APPROVED SUCH [PLANS AND
SPECIFICATIONS/COMPLETE PLANS AND SPECIFICATIONS].” If the District
fails to respond within such 5 Business Day period after receipt of such notice from
Landlord, then the District shall be deemed to have approved such applicable Plans and
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Specifications or the Complete Plans and Specifications. In the case of the Complete Plans
and Specifications, they shall be deemed to be the Final Plans and Specifications.

8. Contractors.

(a) Landlord shall include the Project Schedule within any competitive request
for proposal, bid or similar issuance. Davis Construction Interiors shall be the general
contractor performing the Tenant Improvement work (the “ Contractor”), as
Contractor was the base Building general contractor and, as of the Lease
Commencement Date, is the general contractor for various tenant buildouts in the
Building. Landlord shall cause Contractor to submit to Landlord (and to the District,
upon request) actual costs for an y and all work associated with the Tenant
Improvements. The District shall have the right to review any and all pricing for work
associated with the Tenant Improvements and may elect to remove, modify or add to
the Tenant Improvements. Any contractor engaged by Landlord or Contractor to (a)
perform Tenant Impr ovement work not to be self -performed by the Contractor
(including but not limited to providing non -construction element goods and services);
and (b) provide any other goods and services that Landlor d is obligated to provide
under this Work Exhibit shall be referred to herein as a “Subcontractor”. Such work
that Landlord and Contractor shall bid out to Subcontractors shall include, but not be
limited to: (i) work associated with the installation of HVAC, mechanical, electrical,
and plumbing (and all other work performed by the trades); (ii) non -construction
related hard-costs (including but not limited to furnishings, fixtures, and equipment);
(iii) information technology and security cabling and equipment; (iv) signage (if
applicable); and (v) other non -construction element goods and services. S uch work
that Landlord and Contractor shall bid out shall exclude any and all work to be
performed by, and equipm ent to be provided by, OCTO/ DC-Net, if Landlord and
Contractor elect for OCTO/DC -Net to be the Subcontractor for the District’s
information technology requirements . Landlord shall select the Subcontractor(s)
within 10 Business Days after its receipt of the last Subcontractor bid . The
Subcontractor(s) selected by Landlord and Contractor shall be the most responsive in
terms of price and performance fro m among those Subcontractors that submitted
accurate and complete bid responses in accordance with all bid requirements and
instructions by Landlord. Landlord shall include the Project Schedule within any
competitive request for proposal, bid or similar i ssuance. Landlord shall ensure that
the construction contract for the Tenant Improvements (the “ TI Construction
Contract”) will be a n open book guaranteed maximum price construction contract.
Landlord shall ensure that the Contractor and any Subcontracto rs will construct the
Tenant Improvements, and otherwise perform all work associated with the Tenant
Improvements and this Work Exhibit, in compliance with the TI Construction Contract,
the Final Plans and Specifications for the Tenant Improvements, this Work Exhibit,
and Laws.

(b) The Tenant Improvement Allowance shall be subject to the requirements of
D.C. Code Section 2-218.46, as may be amended from time to time, regarding the use
of Small Business Enterprises and Certified Business Enterprises (as such are defined
under D.C. Cod e Section 2 -218.02); provided, however, that 50% SBE/CBE dollar
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volume participation shall be required (rather than the 35% dollar volume participation
set forth in D.C. Code Section 2 -218.46). In addition, the work performed under this
Work Exhibit shall be subject to the Davis-Bacon Act (40 U.S.C. §§ 276a-276a-7) and
Title 29 Code of Federal Regulations (attached hereto as “Schedule 6” and made a part
hereof), as each may be amended from time to time (the “DBA”). The DBA wage rates
in effect for Washington, D.C. as of the Lease Commencement Date (the “ Current
Wage Rates”) shall apply to such work. The DBA wage rates in effect for Washington,
D.C. as of March 4, 2025 are attached hereto as “Schedule 7” and made a part hereof.
In the event such attached DBA wage rates are amended or replaced as of the Lease
Commencement Date (for the avoidance of doubt, if the attached DBA wage rates are
amended or replaced by the Current Wage Rates), Landlord shall notify the District of
the same in writing and provide a copy of the Current Wage Rates to the District . At
such time as the Contractor is preparing its contract with Landlord and its subcontracts,
Landlord shall cause the Contractor to include the Current Wage Rates in its contract
and subcontracts. Landlord shall also cause the Contractor to comply with the
regulations implementing the DBA and such regulations shall be incorporated into the
Contractor’s contract, which in turn shall require the inclusion of such regulations in
all subcontracts. Landlord shall include or cause the inclusion of the Current Wage
Rates and r egulations compliance requirements within any competitive request for
proposal, bid or similar issuance for contractors and subcontractors . The TI
Construction Contract and all subcontracts shall require compliance with the record
keeping requirements of the DBA, including keeping payroll records for at least 3 years
from the date of completion of the TI Construction C ontract. The foregoing
requirements applicable to the Contractor’s subcontractors and subcontracts shall apply
to subcontractors and subcon tracts of any tier for work performed under this Work
Exhibit.

(c) Landlord shall deliver or cause the Contractor to deliver by email to
PMDLeasePayrolls@dc.gov the following: (a) prior to the commencement of any work
under this Work Exhibit, a list of all general contractors and subcontractors to perform
any such work, and (b) a copy of each construction contract and subcontract within 10
Business Days after full execution and delivery to Landlord thereof. In addition, on a
weekly basis, Landlord shall deliver or cause the Contractor to deliver by email to
PMDLeasePayrolls@dc.gov the following: (i) a list of the general contractors and
subcontractors who have performed any work under this Work Exhibit during the
applicable one week period, and (ii) a certified payroll statement for the applicable
week from each general contractor and subcontractor on such list. Each certified
payroll statement shall be delivered in pdf format and the name of each pdf shall
identify the name of the contractor or subcontractor, the applicable week of the certified
payroll statement, the nam e of Landlord and the address of the leased premises. All
references in this paragraph to subcontracts and subcontractors refer to all tiers of work
under this Work Exhibit. 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.

9. Tenant Improvement Construction Costs . All costs of: (a) the construction of the
Tenant Improvements, including the soft costs of all space planning, architectural, and
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engineering work related thereto (including all costs for the PM Services to be provided in
accordance with Schedule 5 attached hereto); (b) all governmental authority approvals and
permits required to construct the Tenant Improvements including any certificate(s) of
occupancy; (c) all labor and materials and other hard costs, including the Contractor’s fee
and customary work related insu rance for construction of the Tenant Improvements, and
bond costs relating to the Tenant Improvements; and (d) the purcha se and installation of
the Tenant Improvement requirements (including OCTO/DC-Net specified IT equipment,
cabling and wiring and DGS-PSD specified security equipment) are referred to herein as
the “TI Construction Costs” (it being agreed that TI Construction Costs may include such
other costs as Landlord and District may agree) . The TI Construction Costs shall include,
as a component thereof, a project management fee to Landlord equal to 3 .0% of the total
TI Construction Costs constituting “hard costs” (i.e., excluding any TI Construction Costs
related to design, space planning, architectural work, engineering work and other soft costs;
for the avoidance of doubt , furniture, fixtures , equipment and cabling are excluded) for
Landlord’s management and coordination of the construction of the Tenant Improvements
(it being agreed by Landlord and the District that no cost which is included in the “hard
costs” shall be counted more than once for purposes of calculating the project management
fee). Landlord agrees a nd acknowledges that if OCTO/DC-Net is the Subcontractor for
the IT requirements of the Tenant Improvements, Landlord shall be responsible for
ordering any OCTO/DC-Net specified equipment, and acknowledges that OCTO/DC-Net
requires an “upfront” payment for OCTO/DC -Net’s purchase and installation of such
equipment.

10. Cost Ceiling; Budget.

(a) Landlord and the District acknowledge and agree that (i) the Tenant
Improvement Allowance is in the amount of $960,300.00 (based upon $90.00 per RSF
of the Premises); (ii) in the event the Turnkey Budget reflects costs in excess of the
Tenant Improvement Allowance, the District hereby approves such excess costs up to
the amount of $2,240,700.00 (the “Approved Excess Cost”); and (iii) as of the Lease
Commencement Date, the “Cost Ceiling ” shall be $ 3,201,000.00, comprised of the
Tenant Improvement Allowance and the Approved Excess Cost.

(b) Within 30 Business Days of the establishment of the Final Plans and
Specifications, Landlord shall provide the District with a budget (the “ Turnkey
Budget”) reflecting the cost of the Tenant Improvements (the “Budget Costs”) (along
with reasonable supporting documentation), including, if applicable, a calculation of
the amount by which the total Budget Costs exceed the then Cost Ceiling (any such
excess amount, an “Excess Cost”). If the Turnkey Budget reflects an Excess Cost, the
District shall within 15 Bu siness Days after receipt of the Turnkey Budget (the
“District’s Response Period”) either (a) deliver a written notice signed by the Director
agreeing to pay for the Excess Cost, which payment may be through the application of
the Landlord Credit (such notice, an “Excess Cost Approval Notice”), the delivery of
which Excess Cost Approval Notice shall require the certification of the availability of
appropriated funds in the case of a payment other than through the application of the
Landlord Credit (such payment, a “Lump Sum Excess Cost Payment”), or (b) submit
to Landlord value engineering of the Tenant Improvements that, if implemented, the
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District anticipates would result in a Turnkey Budget with no Excess Cost or less
Excess Cost (the “District’s Value Engineering”). Notwithstanding the foregoing, in
lieu of an Excess Cost Approval Notice signed by the Director, the District may elect
to apply the Landlord Credit toward the payment of Excess Costs in a writing
(including an email) from a Portfolio Manager, which writin g shall also constitute an
Excess Cost Approval Notice hereunder. The District may elect to use a combination
of the foregoing options to apply against any Excess Costs, or reduce the Budget Costs
to eliminate any potential Excess Costs. A Lump Sum Excess Cost Payment shall be
payable as Additional Rent in accordance with Section 16 below. Within 10 Business
Days of Landlord’s receipt of the District’s Value Engineering, Landlord shall prepare
a revised Turnkey Budget and submit the same, including the revised Budget Costs, to
the District. If applicable, Landlord shall direct the Project Architect to promptly revise
the Final Plans and Specifications in accordance with the District’s Value Engineering,
which revised Final Plans and Specifications shall be subject to the District’s approval,
and upon such approval the revised Final Plans and Specifications shall be deemed to
be the Final Plans and Specifications. The revisions to the Turnkey Budget pursuant to
the foregoing shall continue until the earlier of there being (i) a revised Turnkey Budget
reflecting no Excess Cost, or (ii) the District agreeing to pay the Excess Cost pursuant
to the foregoing provisions of this Section 10(b), at which time the applicable Turnkey
Budget shall be the approved Turnkey Budget, and Landlord shall proceed with the
work in accordance with this Work Exhibit. Any Excess Cost Approval Notice for the
payment of Excess Costs other than through the application of the Landlord Credit must
be signed by the Director. Any purported Excess Cost Approval Notice not in
compliance with the provisions of this Section shall be of no force or effect, the District
shall have no obligation to pay any costs related thereto, and Landlord shall be under
no obligation to proceed with any redesign or construction work that is the subject
thereof. Landlord acknowledges that if it proceeds with any such work prior to receipt
of an Excess Cost Approval Notice complying with the provisions of this Section,
Landlord does so at its sole and complete risk. The Turnkey Budget may include
industry standard contingencies for hard costs and soft costs, but Landlord shall not
apply any contingency funds towards any Budget Cost without the prior written
approval (which may be an email) of a Portfolio Manager.

(c) Notwithstanding any provision in this Work Exhibit to the contrary
(including Section 16 hereof), Landlord may request , prior to the execution by the
Parties of the Declaration of Final Accounting, that the District make 1 payment or
multiple payments for Excess Costs (each, an “Interim Payment”), in accordance with
and subject to the following provisions of this subsection (c); provided, however, that
in no event shall the total amount of the Interim Payments exceed the Approved Excess
Cost amount. Upon Landlord’s completion of a portion of the Tenant Improvements,
the total TI Construction Costs for which equals or exceeds the subject Interim Payment
amount requested, Landlord shall deliver an invoice to the District in the amount of the
Interim Payment, together with a summary on Contractor’s letterhead setting forth a
detailed divisional breakdown and description of the completed work (collectively, the
“Interim Payment Documents ”), which shall be su bject to review and approval by
the District (such review to include confirmation of completion of the subject Tenant
Improvement work). Provided that Landlord has delivered the required items and
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information in the Interim Payment Documents and the applicable Tenant
Improvements have been completed, as determined by the District in its reasonable
discretion, the District shall approve the Interim Payment Documents in 5 Business
Days. If the District approves the Interim Payment Documents on or before the 5th day
of a calendar month (the “ Subject Month ”), the District shall pay to Landlord the
subject Interim Payment on or before the 5 th day of the month immediately after the
Subject Month. If the District approves the Interim Payment Documents after the 5th
day of the Subject Month, the District shall pay to Landlord the subject Interim
Payment on or before the 5th day of the month that is 2 months after the Subject Month.

11. Project Schedule . Subject to Force Majeure and District Delay, Landlord shall
design and construct the Tenant Improvements in accordance with the project schedule
contained in “Schedule 4 ” attached hereto and made a part hereof (the “ Project
Schedule”). Landlord acknowledges that the dates set forth in the Project Schedule have
been established after Landlord has considered the effect of current supply chain delays
and the effects of COVID -19. Notwithstanding the foregoing , within 10 Business Days
after Landlord’s receipt of the construction permit(s), Landlord shall deliver to the District
a revised construction schedule pertaining to the Tenant Improvements to update and
replace the Project Schedule.

12. Proposed Changes to the Final Plans and Specifications.

(a) Any changes to the Final Plans and Specifications desired by the District
shall be requested in writing (a “Proposed Change”) and shall be subject to Landlord’s
reasonable approval, which approval shall not be unreasonably withheld, conditioned
or delayed, except as otherwise provided below. Within 10 Business Days of
Landlord’s receipt of the District’s Proposed Change, Landlord shall notify the District
in writing (“ Landlord’s Notice ”) of Landlord’s approval or disapproval of the
Proposed Change (with any denial specifying Landlord’s objections in reasonable
detail). The Landlord’s Notice shall include the fixed amount of any cost increase (the
“Change Order Cost”) and whether the Change Order Cost will create an Excess Cost
and/or any delay in Substantial Completion of the Tenant Improvements that will result
from the District’s requested changes to the Final Plans and Specifications (the
“Landlord Stated Delay ”). Within 15 Business Days after the District’s receipt of
Landlord’s Notice, the District shall confirm to Landlord in a written notice signed by
the Director of the District’s acceptance of the changes (“ District’s Acceptance”),
which acceptance shall constitute the District’s agreement ( i) to reimburse Landlord
for the amount by which the Change Order Cost causes the TI Construction Cost to
exceed the then Cost Ceiling (which reimbursement may be by means of the application
of the Landlord Credit), which amounts shall be stated in the District’s Acceptance,
subject to the terms of, and the procedures contained in this Work Exhibit, and (ii) that
if such change will cause a delay in Substantial Completion pursuant to the Landlord
Stated Delay, the Outside Delivery Date (and any subsequent date stemming therefrom
pursuant to Section 8.4 (a) of the Lease) will be extended day-for-day for any delay
caused by such changes , not to exceed the Landlord Stated Delay (such delay being
deemed to be a District Delay as set forth in Section 18 below). Notwithstanding the
foregoing, the District may elect to apply the Landlord Credit toward the amount by
EXECUTION VERSION
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1201 Sycamore Drive, SE

which a Change Order Cost causes the TI Construction Costs to exceed the then Cost
Ceiling in a writing (including an email) from a Portfolio Manager, which writing shall
also constitute a District’s Acceptance hereunder. If the Change Order Cost causes the
TI Construction Costs to exceed the then Cost Ceiling and such excess amount shall
not be paid from the application of the Landlord Credit, the District’s Acceptance must
be signed by the Director after the District has certified the availability of appropriated
funds for such purpos e and such excess amount shall be paid in accordance with
Section 16 below. I f the Change Order does not cause the TI Construction Costs to
exceed the then Cost Ceiling, the Change Order may be approved in a writing
(including an email) from the Director or a Portfolio Manager. If the District fails to
provide a District’s Acceptance before the end of said 15 Business Day period, the
District shall be deemed to have withdrawn its request for the Proposed Change.
Notwithstanding the foregoing or anything to the contrary contained elsewhere herein,
a Proposed Change shall be subject to Landlord’s prior written approval, in Landlord’s
reasonable discretion, if the work requested in the Proposed Change would: (x) change
the rentable area of the Premises, (y) materially affect the Base Building Conditions or
Building Structures and Systems, or ( z) involve the exterior of the Building. The
Parties acknowledge that Excess Costs in the amount of approximately $2,240,700.00
may result under this Work Exhibit, which Excess Costs would be paid in accordance
with and subject to the terms of this Work Exhibit , including the application of the
Landlord Credit.

(b) Any changes to the Final Plans and Specifications desired by Landlord (a
“Landlord Change Order”) shall be requested in writing and subject to the District’s
written approval, in its sole and absolute discretion. Any delay in the date of
Substantial Completion of the Tenant Improvements as a result of a Landlord Change
Order shall be deemed to be a Landlord Delay. Any costs related to or resulting from
a Landlord Change Order shall be at the sole cost and expense of Landlord.

13. Change Orders . Upon Landlord’s receipt of the District’s Acceptance, or the
District’s approval of a Landlord Change Order , such Proposed Change or Landlord
Change Order shall be deemed a “ Change Order ”. If not otherwise performed under
Section 12 above and if applicable, Landlord shall direct the Project Architect to promptly
revise the Final Plans and Specifications in accordance with such Change Order and such
revised Final Plans and Specifications shall be subject to the District’s approval as provided
above in Section 6.

14. Unapproved Change Order Costs. Notwithstanding anything to the contrary in this
Work Exhibit, including Sections 12 and 13, if a Proposed Change would result in a Change
Order Cost, Landlord shall be under no obligation to proceed with any redesign or
construction work required by the Proposed Change until Landlord has received a District’s
Acceptance. Any District’s Acceptance incurring an Excess Cost or pertaining to any
Proposed Change that would cause the TI Construction Costs to exceed the then Cost
Ceiling must be signed by the Director; provided, however, that if such incurred cost will
be paid from the application of the Landlord Credit, the District’s Acceptance may be in
the form of a writing (including an email) from a Portfolio Manager . Any District’s
Acceptance not in compliance with the provisions of this Section shall be of no force or
EXECUTION VERSION
PAGE 68 OF 112 (as modified) DC DGS FORM L-105 (3/2018)
1201 Sycamore Drive, SE

effect, and Landlord shall be under no obligation to proceed with any redesign or
construction work required by such Proposed Change. Landlord acknowledges that if it
proceeds with a Proposed Change prior to receipt of a District’s Acceptance in compliance
with the provisions of this Section, it does so at its sole and complete risk.

15. Finalized Change Orders . Upon approval by the District and Landlord of such
revised Final Plans and Specifications based on any Change Order (and only after
Landlord’s receipt of a District’s Acceptance, if applicable) , Landlord shall direct
Contractor to promptly proceed with the work contemplated by such Change Order. If no
revisions to the Final Plans and Specifications are necessary as a result of a Change Order
(and only after Landlord’s receipt of a District’s Acceptance, if applicable), Landlord shall
direct Contractor to promptly proceed with the work contemplated by such Change Order.

16. Final Accounting . Within 45 days after Substantial Completion of the Tenant
Improvements, Landlord shall deliver to the District the Declaration of Final Accounting
which shall include a final accounting of the TI Construction Costs (on an open book basis)
that sets forth a description of the Tenant Improvement work covered by all Change Orders,
the actual final amount of Change Order Costs, the final TI Construction Costs, any actual
Excess Costs and any amount of the Landlord Credit that the District elec ted to apply
towards Excess Costs or Change Order Costs pursuant to an Excess Cost Approval Notice
or District’s Acceptance (the “Final Accounting”), and provide the same to the District.
Any actual Excess Cost, including any Change Order Cost that constitutes an Excess Cost,
that is not paid pursuant to the application of the Landlord Credit shall be paid as Additional
Rent in a lump sum by the District to Landlord with the next installment of Annual Rental
due (or that would be due but for the application of any abatement or rent credit) after
execution of the Declaration of Final Accounting . Notwithstanding the foregoing, the
District may elect to pay any Excess Cost or portion thereof prior to the execution of the
Declaration of Final Accounting, in its sole and absolute discretion, and any such payment
shall be reflected in the Declaration of Final Accounting. If the TI Construction Costs have
exceeded the then Cost Ceiling but were not reflected as exceeding such Cost Ceiling on
any Turnkey Budget, revised Turnkey Budget or Landlord’s Notice, or if Landlord incurred
alleged Excess Costs without an Excess Cost Approval Notice or District’s Acceptance as
required hereunder, then such costs shall not accrue against the Cost Ceiling, and the
District shall have no obligation to pay any such costs if above the Cost Ceiling. If pursuant
to the Final Accounting it is determined that the Tenant Improvement Allowance exceeds
the TI Construction Costs, then Landlord shall grant to the District such excess amount
(consisting of the difference between the Tenant Improvement Allowance and the TI
Construction Costs) as a rental abatement of Annual Rental and Additional Rent payable
under this Lease , to be applied to the next successive payment(s) of Annual Rental and
Additional Rent due and payable by the District under th is Lease (the “ Additional
Landlord Credit ”). The Additional Landlord Credit, if any, shall be set forth on the
Declaration of Final Accounting and shall be applied following the exhaustion of the
Landlord Credit. The Parties acknowledge that the execution of the Declaration of Final
Accounting by Landlord and the District is not required to authorize Landlord to proceed
with the Tenant Improvements, and that the District intends that the Excess Cost Approval
Notice and the District’s Acceptance, as applicable, to be an express representation to
Landlord upon which Landlord may reasonably rely.
EXECUTION VERSION
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1201 Sycamore Drive, SE

17. Landlord Delay . A “ Landlord Delay ” shall mean: (a) Landlord’s failure to
respond, notify or take any action otherwise required under this Work Exhibit within the
time periods set forth herein, or (b) any delay beyond the Outside Delivery Date in the
Substantial Completion of the Tenant Improvements directly resulting or arising from or
in connection with any (i) Landlord Change Order or (ii) any neglige nce or willful
misconduct by Landlord or any of its Agents. To the extent any additional TI Construction
Costs are incurred in connection with any delay in Substantial Completion of the Tenant
Improvements resulting from a Landlord Delay, such costs shall be Landlord’s sole
responsibility and paid for by Landlord.

18. District Delay. A “District Delay” shall mean: (a) the District’s failure to respond,
notify, provide, approve, or take any action otherwise required under this Work Exhibit
within the time periods set forth herein, (b) any delay beyond the Outside Delivery Date in
the Substantial Completion of the Tenant Improvements directly resulting or arising from
or in connection with any District Negligence, (c) any delay beyond the Ou tside Delivery
Date in the Substantial Completion of the Tenant Improvements directly resulting or
arising from or in connection with a del ay relating to a Change Order requested by the
District, provided such District Delay shall not exceed the applicable Landlord Stated
Delay, or (d) any deemed District Delay under this Work Exhibit (including, but not limited
to, any delay in connection with Change Order Costs ). To the extent any additional costs
are incurred in connection with any delay in Substantial Completion of the Tenant
Improvements resulting from a District Delay, such costs shall be the District’s sole
responsibility and shall be deemed a Change Order C ost to be paid for by the District to
Landlord, so long as, and only if, such additional costs have been previously approved by
the District in a District’s Acceptance, pursu ant to the terms of this Work Exhibit. In the
event that the Tenant Improvements are not Substantially Complete by, on, or before the
Outside Delivery Date as a result of a District Delay, then the Outside Delivery Date (and
any subsequent date stemming therefrom pursuant to Section 8.4(a) of the Lease) shall be
extended by one day for each day that the Substantial Completion of the Tenant
Improvements is delayed beyond the Outside Delivery Date as a result of such District
Delay.

Landlord shall provide notice to the District of any purported District Delay
specifying the nature and the length thereof within 7 Business Days after Landlord or any
of Landlord’s Agents has knowledge of the existence of the District Delay.
19. Substantial Completion . The Tenant Improvements shall be deemed
“Substantially Complete ”, “ Substantially Completed ” or in a state of “ Substantial
Completion” when both: (a) Contractor and Landlord have obtained all sign -offs,
inspections and approvals required by the District of Columbia (as a sovereign entity, and
not as a tenant under this Lease) and any other applicable governmental authorities for the
issuance of the certificate(s) of occupancy covering the Premises, and have delivered such
certificate of occupancy to the District (issuance of a certificate of occupancy shall be
deemed to be conclusive evidence that Landlord and Contractor have obtained all required
sign-offs, inspections and approvals; provided that if Landlord has delivered a temporary
certificate of occupancy that allows for the District’s use and occupancy for its intended
purpose, Landlord shall deliver a permanent certificate of occupancy within 60 days
EXECUTION VERSION
PAGE 70 OF 112 (as modified) DC DGS FORM L-105 (3/2018)
1201 Sycamore Drive, SE

thereafter), and (b) the Project Architect has certified (on a standard AIA Form) that the
Tenant Improvements has been completed substantially in accordance with the Final Plans
and Specifications, including the placement of furniture and equipment (as reflected on the
Final Plans and Specifications, if applicable), subject to completion of punch list items that
do not materially impair the ability of the District to occupy or utilize the Premises for the
Permitted Use under this Lease (the “Punch List”). On or prior to the date of Substantial
Completion, the District together with Landlord (if it elects) and Contractor shall make a
final inspection of the Premises to ensure th at the Tenant Improvements are S ubstantially
Complete. At such time, Landlord shall cause to be prepared a Punch List by the District,
Landlord (if it elects) and Contractor, and Landlord shall cause such Punch List to be
delivered by the Project Architect to Landlord and the District. Landlord’s co ntract with
Contractor shall: (i) provide that the Contractor shall complete all Punch List items within
30 days of its receipt thereof (or within such other timeframe as may be set forth on the
Punch List approved by the Parties), and (ii) contain a warranty as to Latent Defects, which
shall provide in substance that the Contractor shall promptly commence and diligently
proceed to correct any Latent Defects in the Tenant Improvements upon receipt of the
District’s written notice to Landlord of a Latent Defect, provided such notice is delivered
to Landlord within 12 months after the date of Substantial Completion of the Tenant
Improvements. As used herein, the term " Latent Defect ," shall mean a defect in the
construction of the Tenant Improvements that could not have reasonably been discovered
prior to the District taking possession of the Premises by a commercially reasonable
inspection of the Premises performed by a reasonably p rudent architect or engineer
exercising a professionally reasonable level of due diligence in such inspection. No later
than 45 calendar days following Substantial Completion of the Tenant Improvements,
Landlord shall deliver to the District (x) any and all manuals, booklets, specification sheets,
and manufacturer’s warranty information that accompanied any and all non -construction
element items that are a part of the Tenant Improvements, and (y) as-built plans in “Revit”
for any buildings or other structures or improvements , including for parking or vehicle
maintenance, that constitute Tenant Improvements . In the event any Punch List item
remains incomplete or outstanding after 30 days of Contractor’s receipt of t he Punch List
(or within such other timeframe as may be set forth on the Punch List approved by the
Parties), then for each month or partial month following the 30 day or other applicable
period that any Punch List item remains incomplete or outstanding, the District shall be
entitled to an abatement of ten percent (10%) of any Annual Rental and Additional Rent
for such month, which shall be in addition to any other rent abatement to which the District
is entitled under the Lease or this Work Exhibit.

20. Director. The Parties acknowledge that the Director is the exclusive agent for the
District to provide written approvals to Landlord as to any Change Order Costs or any other
costs that constitute Excess Costs, including the signing of any District ’s Acceptance or
Excess Cost Approval Notice, except as otherwise expressly provided hereunder.

21. Sale of Property . In the event Landlord sell s, conveys or otherwise transfer s the
Property or any portion thereof which includes the Premises (a “Landlord Conveyance”)
before the Substantial Completion of the Tenant Improvements , Landlord shall use good
faith efforts to create and implement a transition plan, which shall include construction
EXECUTION VERSION
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1201 Sycamore Drive, SE

meetings before and after the Landlord Conveyance, to ensure adherence to the Project
Schedule and an orderly continuation of the performance of the Tenant Improvements.

List of Schedules:

Schedule 1: Approved Test Fit/Space Plans
Schedule 2: [Intentionally deleted]
Schedule 3: [Intentionally deleted]
Schedule 4: Project Schedule
Schedule 5: PM Services
Schedule 6: Title 29 Code of Federal Regulations
Schedule 7: Davis-Bacon Wage Rates

[SCHEDULES TO FOLLOW]
EXECUTION VERSION
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1201 Sycamore Drive, SE

SCHEDULE 1

Approved Test Fit/Space Plans

[REMAINING SCHEDULES TO FOLLOW]

EXECUTION VERSION
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1201 Sycamore Drive, SE

SCHEDULE 2

[Intentionally deleted]

[REMAINING SCHEDULES TO FOLLOW]
EXECUTION VERSION
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1201 Sycamore Drive, SE

SCHEDULE 3

[Intentionally deleted]

[REMAINING SCHEDULE TO FOLLOW]

EXECUTION VERSION
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1201 Sycamore Drive, SE

SCHEDULE 4

Project Schedule

[Please see attached (1 page separately paginated)]

Activity ID Activity Name Original DurationStart Finish
PRECONSTRUCTIONPRECONSTRUCTION 15001-May-25 03-Dec-25
Schematic DesignSchematic Design 40 01-May-25 27-Jun-25
10000 Lease Award 0 01-May-25*
10010 Test Fit Plans Approved 1 01-May-25 01-May-25
10030 Schematic Design 30 02-May-25 13-Jun-25
10040 Government Review & Approval of Schematic Design 9 16-Jun-25 27-Jun-25
Design Intent Drawings (DIDs)Design Intent Drawings (DIDs) 50 30-Jun-25 09-Sep-25
10082 Design Intent Drawings 29 30-Jun-25 08-Aug-25
10084 Government Review of Design Intent Drawings 10 11-Aug-25 22-Aug-25
10094 Permit Set 21 11-Aug-25 09-Sep-25
Construction Documents (CDs)Construction Documents (CDs) 68 25-Aug-25 01-Dec-25
10098 Construction Documents 38 25-Aug-25 17-Oct-25
10100 Government Review of Construction Documents 10 20-Oct-25 31-Oct-25
10110 FF&E Design 14 03-Nov-25 20-Nov-25
10120 Government Review of FF&E Design 5 21-Nov-25 01-Dec-25
PricingPricing 31 20-Oct-25 03-Dec-25
12700 Construction Pricing Proposal 20 20-Oct-25 17-Nov-25
12750 DGS Review of Pricing Proposal 11 18-Nov-25 03-Dec-25
12800 DGS Issues Award 0 03-Dec-25
PermittingPermitting 40 10-Sep-25 04-Nov-25
13000 Submit for Permit 40 10-Sep-25 04-Nov-25
13010 Building Permit Issued 0 04-Nov-25
CONSTRUCTIONCONSTRUCTION 81 04-Dec-25 30-Mar-26
81 04-Dec-25 30-Mar-26
15000 Construction 76 04-Dec-25 23-Mar-26
18000 Govt FF&E 15 02-Mar-26 23-Mar-26
18010 Final Inspections / Certificate of Occupancy 5 24-Mar-26 30-Mar-26
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr
Qtr 1, 2025 Qtr 2, 2025 Qtr 3, 2025 Qtr 4, 2025 Qtr 1, 2026 Qtr 2, 2026
Lease Award
Test Fit Plans Approved
Schematic Design
Government Review & Approval of Schematic Design
Design Intent Drawings
Government Review of Design Intent Drawings
Permit Set
Construction Documents
Government Review of Construction Documents
FF&E Design
Government Review of FF&E Design
Construction Pricing Proposal
DGS Review of Pricing Proposal
DGS Issues Award
Submit for Permit
Building Permit Issued
Construction
Govt FF&E
Final Inspections / Certificate of Occupancy

DGS @ 1201 Sycamore Project ID: 19727 2025.03.12
Data Date: 15-Apr-25

Critical Remaining Work
Remaining Work
Actual Work
Remaining Level of Effort
Actual Level of Effort
Milestone
Prepared: 19-Mar-25
Page 1 of 1
EXECUTION VERSION
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1201 Sycamore Drive, SE

SCHEDULE 5

PM Services

Landlord shall engage the District PM to provide project management services (“PM
Services”) to and for the District in connection with the performance and completion of
the Tenant Improvements work pursuant and subject to the Work Exhibit (all PM
Services costs shall constitute TI Construction Costs). The contract between Landlord
and the District PM shall include the following provisions:

Scope of Work

1. The District PM shall, at all times, take direction only from District personnel, as
identified by the District, and act for the benefit of the District.

2. The PM Services shall be provided from the pre-construction stage through
Substantial Completion and the post-construction stage, and shall include, without
limitation, the coordination, management and oversight of all pre-construction,
on-site construction and post-construction activities.

3. The District PM acknowledges and agrees that Landlord’s performance and
completion of the Tenant Improvements work shall be pursuant and subject to the
Lease, including the Work Exhibit and the attachments thereto, including the
project schedule and budget.

4. The District PM(s) shall provide a representation to Landlord that the District PM
has the capacity to provide timely service to the District to fulfill the
responsibilities outlined in this schedule.

5. The District PM shall perform and provide, as applicable, the following:
a. Work under the direction and supervision of District personnel, as
identified by the District;
b. Provide regular, written status and incident reports to the District and, as
required, the District agency to occupy the Premises (the “District
Agency Occupant”);
c. Inform the District and the District Agency Occupant of the progress of
Tenant Improvement work and any project activities that may impact the
District;
EXECUTION VERSION
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1201 Sycamore Drive, SE

d. Ensure timely processing of, and responses to, Work Exhibit
documentation and other project documentation as it relates to District
responsibilities;
e. Maintain and update the project schedule, and track milestone activity
against the then-current project schedule (using Microsoft Project);
f. Review all Tenant Improvement-related invoices and prepare same for
District execution;
g. Assist the District with District Agency Occupant requests and other
project inquiries;
h. Attend regular project progress meetings, and coordinate with Landlord’s
Contractor so that it prepares and distributes meeting minutes for such
meetings within 48 hours of meeting end time;
i. Advise the District on all known potential scope and cost changes as the
result of existing conditions or complications;
j. Perform other standard project management duties, such as:
i. document control and records keeping;
ii. utilities coordination;
iii. spot check review of building materials for compliance with Lease
and Work Exhibit requirements (Contractor is required to ensure
building material compliance);
iv. coordinate with Landlord and Contractor to confirm all installation
and construction work adheres to Lease and Work Exhibit
requirements;
v. review and interpret drawings, specifications and shop drawings;
and
vi. advise the District of any specialized construction required to
install systems or sub-components.
6. In addition to the above, the District PM shall also ensure that the full scope of
standard construction management functions are duly executed, including,
without limitation, the following:
a. Review and validate all Tenant Improvement invoices and provide
recommendations to the District as to the same;
EXECUTION VERSION
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1201 Sycamore Drive, SE

b. Resolve technical and/or procedural conflicts and keep the District
informed so that the District may provide directives;
c. Coordinate with Contractor to confirm it maintain logs of all clarifications
requested by Landlord’s Contractors and Subcontractors;
d. Provide written notifications to Landlord’s Project Architect requesting
design clarification and discussing delays that may be caused;
e. Respond in an expeditious manner to situations or occurrences which
warrant a change order;
f. Provide written recommendations to the District as to all change orders,
including all costs and potential impacts on the project schedule. Suggest
alternatives which may be more beneficial to the District, with respect to
both cost and project schedule. Support all recommendations with cost
and scheduling data which are in accordance with the Lease and Work
Exhibit requirements and reconcile with the applicable budget. Prepare a
written cost estimate, provide technical assistance during negotiations, and
prepare appropriate documentation for approval of the District;
g. Coordinate with Architect so that it maintains a current lists of observed
construction/installation defects, omissions and subsequent corrections.
Confirm additional reviews before construction work proceeds where
defects may be covered by ensuing work, provide follow-up, management,
and resolution of defect and omissions lists so that project delivery dates
for Substantial Completion and Rent Commencement Date are achieved;
h. Monitor the Contractor’s compliance with labor and safety standards and
advise of any non-compliance issues;
i. Deliver to the District, as requested by the District and in any event upon
Substantial Completion, regular progress photos provided by Landlord.
Photographs shall be labeled with the name of the building, the scope item
or area name, and the date taken. These photos shall be provided via a
shared drive (e.g., SharePoint) or similar means of delivery;
j. Review the Contractor’s development of its detailed construction
schedule. Such schedule shall use the critical path method, shall be the
schedule by which the Tenant Improvements will be sequenced, and shall
be used as the basis for measuring progress of the construction;
k. Review and reconcile the Tenant Improvements budget for each of the
activities included in the project schedule and make recommendations to
EXECUTION VERSION
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1201 Sycamore Drive, SE

the District for the District’s approval. Monitor the project using the then-
current budget;
l. Review the progress of construction with the Contractor, observe work in
place and properly stored materials on a regular basis, and evaluate the
percentage complete of each construction activity as indicated in the
project schedule;
m. Coordinate with Contractor so that it prepares project schedule updates for
the District. These will include proper evaluation of the actual progress as
observed. Assign schedule activities percentage-complete values in
conjunction with the Contractor. Reflect in the schedule actual progress as
compared to scheduled progress noting variances (if any);
n. For change orders, evaluate the Contractor’s proposed cost and make
recommendations to the District regarding the same. In the event of major
scope changes, prepare an estimate, if required, for such change in scope
in a format for District Approval. District PM will endeavor to provide
estimates within 24 hours of District request. The District PM may be
directed to negotiate change orders with Landlord or the Contractor on
behalf of the District;
o. Prepare accurate and detailed written records of progress during all stages
of the project and prepare progress reports in the format and frequency
required by the District; provide or approve formats for periodic monthly
reports, status reports, etc.; maintain a monthly report of all events which
affect, or may be expected to affect, project progress; submit monthly
reports to the District on the status of the Tenant Improvements, including
updated copies of all Contractor logs maintained at the site for change
orders, claims, submittals, etc.; and make reports available to the District
at all times and turn over to the District an electronic file upon Substantial
Completion;
p. Confirm Substantial Completion with the Contractor and provide the
required documentation to the District; develop a work list with the
Contractor before recommending inspection for occupancy;
q. Advise the District if the Premises is Substantially Complete and ready for
inspection for occupancy. During the inspection with the District and the
District Agency Occupant, coordinate with Architect so that it prepares a
comprehensive punch list, and coordinate required inspections. Transmit
the punch list to Landlord and the Contractor for implementation and
provide a copy to the District. Monitor the corrective work and coordinate
with the Architect so that it signs off each deficiency as it is corrected.
EXECUTION VERSION
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Provide all documentation required for final budget approval, Declaration
of Delivery and close-out;
r. Coordinate the delivery of the completed Premises to the District Agency
Occupant, ensuring that equipment and system testing and start-up take
place. Organize equipment start-up seminars and training with the
Contractor and facility personnel and supervise start-up testing and
balancing of all equipment and systems and assure that the Contractor’s
obligation to provide this training is fulfilled; and
s. Provide all personnel, equipment and supplies necessary to fulfill the
requirements set forth in this Schedule 5.

EXECUTION VERSION
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1201 Sycamore Drive, SE

SCHEDULE 6

Title 29 Code of Federal Regulations

[Please see attached (7 pages separately paginated)]

111
Office of the Secretary of Labor § 5.5
rate of costs to the contractor or sub-
contractor which may be reasonably
anticipated in providing bona fide
fringe benefits to laborers and mechan-
ics pursuant to an enforceable commit-
ment to carry out a financially respon-
sible plan of program, which was com-
municated in writing to the laborers
and mechanics affected. The fringe
benefits enumerated in the Davis-
Bacon Act include medical or hospital
care, pensions on retirement or death,
compensation for injuries or illness re-
sulting from occupational activity, or
insurance to provide any of the fore-
going; unemployment benefits; life in-
surance, disability insurance, sickness
insurance, or accident insurance; vaca-
tion or holiday pay; defraying costs of
apprenticeship or other similar pro-
grams; or other bona fide fringe bene-
fits. Fringe benefits do not include ben-
efits required by other Federal, State,
or local law.
(q) The term wage determination in-
cludes the original decision and any
subsequent decisions modifying, super-
seding, correcting, or otherwise chang-
ing the provisions of the original deci-
sion. The application of the wage deter-
mination shall be in accordance with
the provisions of § 1.6 of this title.
[48 FR 19541, Apr. 29, 1983, as amended at 48
FR 50313, Nov. 1, 1983; 55 FR 50149, Dec. 4,
1990; 57 FR 19206, May 4, 1992; 65 FR 69693,
Nov. 20, 2000; 65 FR 80278, Dec. 20, 2000]
§§ 5.3–5.4 [Reserved]
§ 5.5 Contract provisions and related
matters.
(a) The Agency head shall cause or
require the contracting officer to in-
sert in full in any contract in excess of
$2,000 which is entered into for the ac-
tual construction, alteration and/or re-
pair, including painting and deco-
rating, of a public building or public
work, or building or work financed in
whole or in part from Federal funds or
in accordance with guarantees of a
Federal agency or financed from funds
obtained by pledge of any contract of a
Federal agency to make a loan, grant
or annual contribution (except where a
different meaning is expressly indi-
cated), and which is subject to the
labor standards provisions of any of the
acts listed in § 5.1, the following clauses
(or any modifications thereof to meet
the particular needs of the agency, Pro-
vided, That such modifications are first
approved by the Department of Labor):
(1) Minimum wages. (i) All laborers
and mechanics employed or working
upon the site of the work (or under the
United States Housing Act of 1937 or
under the Housing Act of 1949 in the
construction or development of the
project), will be paid unconditionally
and not less often than once a week,
and without subsequent deduction or
rebate on any account (except such
payroll deductions as are permitted by
regulations issued by the Secretary of
Labor under the Copeland Act (29 CFR
part 3)), the full amount of wages and
bona fide fringe benefits (or cash
equivalents thereof) due at time of
payment computed at rates not less
than those contained in the wage de-
termination of the Secretary of Labor
which is attached hereto and made a
part hereof, regardless of any contrac-
tual relationship which may be alleged
to exist between the contractor and
such laborers and mechanics.
Contributions made or costs reason-
ably anticipated for bona fide fringe
benefits under section 1(b)(2) of the
Davis-Bacon Act on behalf of laborers
or mechanics are considered wages paid
to such laborers or mechanics, subject
to the provisions of paragraph (a)(1)(iv)
of this section; also, regular contribu-
tions made or costs incurred for more
than a weekly period (but not less
often than quarterly) under plans,
funds, or programs which cover the
particular weekly period, are deemed
to be constructively made or incurred
during such weekly period. Such labor-
ers and mechanics shall be paid the ap-
propriate wage rate and fringe benefits
on the wage determination for the clas-
sification of work actually performed,
without regard to skill, except as pro-
vided in § 5.5(a)(4). Laborers or mechan-
ics performing work in more than one
classification may be compensated at
the rate specified for each classifica-
tion for the time actually worked
therein: Provided, That the employer’s
payroll records accurately set forth the
time spent in each classification in
which work is performed. The wage de-
termination (including any additional
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112
29 CFR Subtitle A (7–1–03 Edition)§ 5.5
classification and wage rates con-
formed under paragraph (a)(1)(ii) of
this section) and the Davis-Bacon post-
er (WH–1321) shall be posted at all
times by the contractor and its sub-
contractors at the site of the work in a
prominent and accessible place where
it can be easily seen by the workers.
(ii)(A) The contracting officer shall
require that any class of laborers or
mechanics, including helpers, which is
not listed in the wage determination
and which is to be employed under the
contract shall be classified in conform-
ance with the wage determination. The
contracting officer shall approve an ad-
ditional classification and wage rate
and fringe benefits therefore only when
the following criteria have been met:
(1) The work to be performed by the
classification requested is not per-
formed by a classification in the wage
determination; and
(2) The classification is utilized in
the area by the construction industry;
and
(3) The proposed wage rate, including
any bona fide fringe benefits, bears a
reasonable relationship to the wage
rates contained in the wage determina-
tion.
(B) If the contractor and the laborers
and mechanics to be employed in the
classification (if known), or their rep-
resentatives, and the contracting offi-
cer agree on the classification and
wage rate (including the amount des-
ignated for fringe benefits where appro-
priate), a report of the action taken
shall be sent by the contracting officer
to the Administrator of the Wage and
Hour Division, Employment Standards
Administration, U.S. Department of
Labor, Washington, DC 20210. The Ad-
ministrator, or an authorized rep-
resentative, will approve, modify, or
disapprove every additional classifica-
tion action within 30 days of receipt
and so advise the contracting officer or
will notify the contracting officer
within the 30-day period that addi-
tional time is necessary.
(C) In the event the contractor, the
laborers or mechanics to be employed
in the classification or their represent-
atives, and the contracting officer do
not agree on the proposed classifica-
tion and wage rate (including the
amount designated for fringe benefits,
where appropriate), the contracting of-
ficer shall refer the questions, includ-
ing the views of all interested parties
and the recommendation of the con-
tracting officer, to the Administrator
for determination. The Administrator,
or an authorized representative, will
issue a determination within 30 days of
receipt and so advise the contracting
officer or will notify the contracting
officer within the 30-day period that
additional time is necessary.
(D) The wage rate (including fringe
benefits where appropriate) determined
pursuant to paragraphs (a)(1)(ii) (B) or
(C) of this section, shall be paid to all
workers performing work in the classi-
fication under this contract from the
first day on which work is performed in
the classification.
(iii) Whenever the minimum wage
rate prescribed in the contract for a
class of laborers or mechanics includes
a fringe benefit which is not expressed
as an hourly rate, the contractor shall
either pay the benefit as stated in the
wage determination or shall pay an-
other bona fide fringe benefit or an
hourly cash equivalent thereof.
(iv) If the contractor does not make
payments to a trustee or other third
person, the contractor may consider as
part of the wages of any laborer or me-
chanic the amount of any costs reason-
ably anticipated in providing bona fide
fringe benefits under a plan or pro-
gram, Provided, That the Secretary of
Labor has found, upon the written re-
quest of the contractor, that the appli-
cable standards of the Davis-Bacon Act
have been met. The Secretary of Labor
may require the contractor to set aside
in a separate account assets for the
meeting of obligations under the plan
or program.
(2) Withholding. The (write in name of
Federal Agency or the loan or grant re-
cipient) shall upon its own action or
upon written request of an authorized
representative of the Department of
Labor withhold or cause to be withheld
from the contractor under this con-
tract or any other Federal contract
with the same prime contractor, or any
other federally-assisted contract sub-
ject to Davis-Bacon prevailing wage re-
quirements, which is held by the same
prime contractor, so much of the ac-
crued payments or advances as may be
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113
Office of the Secretary of Labor § 5.5
considered necessary to pay laborers
and mechanics, including apprentices,
trainees, and helpers, employed by the
contractor or any subcontractor the
full amount of wages required by the
contract. In the event of failure to pay
any laborer or mechanic, including any
apprentice, trainee, or helper, em-
ployed or working on the site of the
work (or under the United States Hous-
ing Act of 1937 or under the Housing
Act of 1949 in the construction or de-
velopment of the project), all or part of
the wages required by the contract, the
(Agency) may, after written notice to
the contractor, sponsor, applicant, or
owner, take such action as may be nec-
essary to cause the suspension of any
further payment, advance, or guar-
antee of funds until such violations
have ceased.
(3) Payrolls and basic records. (i) Pay-
rolls and basic records relating thereto
shall be maintained by the contractor
during the course of the work and pre-
served for a period of three years there-
after for all laborers and mechanics
working at the site of the work (or
under the United States Housing Act of
1937, or under the Housing Act of 1949,
in the construction or development of
the project). Such records shall contain
the name, address, and social security
number of each such worker, his or her
correct classification, hourly rates of
wages paid (including rates of contribu-
tions or costs anticipated for bona fide
fringe benefits or cash equivalents
thereof of the types described in sec-
tion 1(b)(2)(B) of the Davis-Bacon Act),
daily and weekly number of hours
worked, deductions made and actual
wages paid. Whenever the Secretary of
Labor has found under 29 CFR
5.5(a)(1)(iv) that the wages of any la-
borer or mechanic include the amount
of any costs reasonably anticipated in
providing benefits under a plan or pro-
gram described in section 1(b)(2)(B) of
the Davis-Bacon Act, the contractor
shall maintain records which show that
the commitment to provide such bene-
fits is enforceable, that the plan or pro-
gram is financially responsible, and
that the plan or program has been com-
municated in writing to the laborers or
mechanics affected, and records which
show the costs anticipated or the ac-
tual cost incurred in providing such
benefits. Contractors employing ap-
prentices or trainees under approved
programs shall maintain written evi-
dence of the registration of apprentice-
ship programs and certification of
trainee programs, the registration of
the apprentices and trainees, and the
ratios and wage rates prescribed in the
applicable programs.
(ii)(A) The contractor shall submit
weekly for each week in which any
contract work is performed a copy of
all payrolls to the (write in name of ap-
propriate Federal agency) if the agency
is a party to the contract, but if the
agency is not such a party, the con-
tractor will submit the payrolls to the
applicant, sponsor, or owner, as the
case may be, for transmission to the
(write in name of agency). The payrolls
submitted shall set out accurately and
completely all of the information re-
quired to be maintained under
§ 5.5(a)(3)(i) of Regulations, 29 CFR part
5. This information may be submitted
in any form desired. Optional Form
WH–347 is available for this purpose
and may be purchased from the Super-
intendent of Documents (Federal Stock
Number 029–005–00014–1), U.S. Govern-
ment Printing Office, Washington, DC
20402. The prime contractor is respon-
sible for the submission of copies of
payrolls by all subcontractors.
(B) Each payroll submitted shall be
accompanied by a ‘‘Statement of Com-
pliance,’’ signed by the contractor or
subcontractor or his or her agent who
pays or supervises the payment of the
persons employed under the contract
and shall certify the following:
(1) That the payroll for the payroll
period contains the information re-
quired to be maintained under
§ 5.5(a)(3)(i) of Regulations, 29 CFR part
5 and that such information is correct
and complete;
(2) That each laborer or mechanic
(including each helper, apprentice, and
trainee) employed on the contract dur-
ing the payroll period has been paid the
full weekly wages earned, without re-
bate, either directly or indirectly, and
that no deductions have been made ei-
ther directly or indirectly from the full
wages earned, other than permissible
deductions as set forth in Regulations,
29 CFR part 3;
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114
29 CFR Subtitle A (7–1–03 Edition)§ 5.5
(3) That each laborer or mechanic has
been paid not less than the applicable
wage rates and fringe benefits or cash
equivalents for the classification of
work performed, as specified in the ap-
plicable wage determination incor-
porated into the contract.
(C) The weekly submission of a prop-
erly executed certification set forth on
the reverse side of Optional Form WH–
347 shall satisfy the requirement for
submission of the ‘‘Statement of Com-
pliance’’ required by paragraph
(a)(3)(ii)(B) of this section.
(D) The falsification of any of the
above certifications may subject the
contractor or subcontractor to civil or
criminal prosecution under section 1001
of title 18 and section 231 of title 31 of
the United States Code.
(iii) The contractor or subcontractor
shall make the records required under
paragraph (a)(3)(i) of this section avail-
able for inspection, copying, or tran-
scription by authorized representatives
of the (write the name of the agency)
or the Department of Labor, and shall
permit such representatives to inter-
view employees during working hours
on the job. If the contractor or subcon-
tractor fails to submit the required
records or to make them available, the
Federal agency may, after written no-
tice to the contractor, sponsor, appli-
cant, or owner, take such action as
may be necessary to cause the suspen-
sion of any further payment, advance,
or guarantee of funds. Furthermore,
failure to submit the required records
upon request or to make such records
available may be grounds for debar-
ment action pursuant to 29 CFR 5.12.
(4) Apprentices and trainees— (i) Ap-
prentices. Apprentices will be permitted
to work at less than the predetermined
rate for the work they performed when
they are employed pursuant to and in-
dividually registered in a bona fide ap-
prenticeship program registered with
the U.S. Department of Labor, Employ-
ment and Training Administration, Of-
fice of Apprenticeship Training, Em-
ployer and Labor Services, or with a
State Apprenticeship Agency recog-
nized by the Office, or if a person is em-
ployed in his or her first 90 days of pro-
bationary employment as an appren-
tice in such an apprenticeship program,
who is not individually registered in
the program, but who has been cer-
tified by the Office of Apprenticeship
Training, Employer and Labor Services
or a State Apprenticeship Agency
(where appropriate) to be eligible for
probationary employment as an ap-
prentice. The allowable ratio of ap-
prentices to journeymen on the job site
in any craft classification shall not be
greater than the ratio permitted to the
contractor as to the entire work force
under the registered program. Any
worker listed on a payroll at an ap-
prentice wage rate, who is not reg-
istered or otherwise employed as stated
above, shall be paid not less than the
applicable wage rate on the wage deter-
mination for the classification of work
actually performed. In addition, any
apprentice performing work on the job
site in excess of the ratio permitted
under the registered program shall be
paid not less than the applicable wage
rate on the wage determination for the
work actually performed. Where a con-
tractor is performing construction on a
project in a locality other than that in
which its program is registered, the ra-
tios and wage rates (expressed in per-
centages of the journeyman’s hourly
rate) specified in the contractor’s or
subcontractor’s registered program
shall be observed. Every apprentice
must be paid at not less than the rate
specified in the registered program for
the apprentice’s level of progress, ex-
pressed as a percentage of the journey-
men hourly rate specified in the appli-
cable wage determination. Apprentices
shall be paid fringe benefits in accord-
ance with the provisions of the appren-
ticeship program. If the apprenticeship
program does not specify fringe bene-
fits, apprentices must be paid the full
amount of fringe benefits listed on the
wage determination for the applicable
classification. If the Administrator de-
termines that a different practice pre-
vails for the applicable apprentice clas-
sification, fringes shall be paid in ac-
cordance with that determination. In
the event the Office of Apprenticeship
Training, Employer and Labor Serv-
ices, or a State Apprenticeship Agency
recognized by the Office, withdraws ap-
proval of an apprenticeship program,
the contractor will no longer be per-
mitted to utilize apprentices at less
than the applicable predetermined rate
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115
Office of the Secretary of Labor § 5.5
for the work performed until an accept-
able program is approved.
(ii) Trainees. Except as provided in 29
CFR 5.16, trainees will not be per-
mitted to work at less than the pre-
determined rate for the work per-
formed unless they are employed pur-
suant to and individually registered in
a program which has received prior ap-
proval, evidenced by formal certifi-
cation by the U.S. Department of
Labor, Employment and Training Ad-
ministration. The ratio of trainees to
journeymen on the job site shall not be
greater than permitted under the plan
approved by the Employment and
Training Administration. Every train-
ee must be paid at not less than the
rate specified in the approved program
for the trainee’s level of progress, ex-
pressed as a percentage of the journey-
man hourly rate specified in the appli-
cable wage determination. Trainees
shall be paid fringe benefits in accord-
ance with the provisions of the trainee
program. If the trainee program does
not mention fringe benefits, trainees
shall be paid the full amount of fringe
benefits listed on the wage determina-
tion unless the Administrator of the
Wage and Hour Division determines
that there is an apprenticeship pro-
gram associated with the cor-
responding journeyman wage rate on
the wage determination which provides
for less than full fringe benefits for ap-
prentices. Any employee listed on the
payroll at a trainee rate who is not
registered and participating in a train-
ing plan approved by the Employment
and Training Administration shall be
paid not less than the applicable wage
rate on the wage determination for the
classification of work actually per-
formed. In addition, any trainee per-
forming work on the job site in excess
of the ratio permitted under the reg-
istered program shall be paid not less
than the applicable wage rate on the
wage determination for the work actu-
ally performed. In the event the Em-
ployment and Training Administration
withdraws approval of a training pro-
gram, the contractor will no longer be
permitted to utilize trainees at less
than the applicable predetermined rate
for the work performed until an accept-
able program is approved.
(iii) Equal employment opportunity.
The utilization of apprentices, trainees
and journeymen under this part shall
be in conformity with the equal em-
ployment opportunity requirements of
Executive Order 11246, as amended, and
29 CFR part 30.
(5) Compliance with Copeland Act re-
quirements. The contractor shall com-
ply with the requirements of 29 CFR
part 3, which are incorporated by ref-
erence in this contract.
(6) Subcontracts. The contractor or
subcontractor shall insert in any sub-
contracts the clauses contained in 29
CFR 5.5(a)(1) through (10) and such
other clauses as the (write in the name
of the Federal agency) may by appro-
priate instructions require, and also a
clause requiring the subcontractors to
include these clauses in any lower tier
subcontracts. The prime contractor
shall be responsible for the compliance
by any subcontractor or lower tier sub-
contractor with all the contract
clauses in 29 CFR 5.5.
(7) Contract termination: debarment. A
breach of the contract clauses in 29
CFR 5.5 may be grounds for termi-
nation of the contract, and for debar-
ment as a contractor and a subcon-
tractor as provided in 29 CFR 5.12.
(8) Compliance with Davis-Bacon and
Related Act requirements. All rulings and
interpretations of the Davis-Bacon and
Related Acts contained in 29 CFR parts
1, 3, and 5 are herein incorporated by
reference in this contract.
(9) Disputes concerning labor standards.
Disputes arising out of the labor stand-
ards provisions of this contract shall
not be subject to the general disputes
clause of this contract. Such disputes
shall be resolved in accordance with
the procedures of the Department of
Labor set forth in 29 CFR parts 5, 6,
and 7. Disputes within the meaning of
this clause include disputes between
the contractor (or any of its sub-
contractors) and the contracting agen-
cy, the U.S. Department of Labor, or
the employees or their representatives.
(10) Certification of eligibility. (i) By
entering into this contract, the con-
tractor certifies that neither it (nor he
or she) nor any person or firm who has
an interest in the contractor’s firm is a
person or firm ineligible to be awarded
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116
29 CFR Subtitle A (7–1–03 Edition)§ 5.5
Government contracts by virtue of sec-
tion 3(a) of the Davis-Bacon Act or 29
CFR 5.12(a)(1).
(ii) No part of this contract shall be
subcontracted to any person or firm in-
eligible for award of a Government
contract by virtue of section 3(a) of the
Davis-Bacon Act or 29 CFR 5.12(a)(1).
(iii) The penalty for making false
statements is prescribed in the U.S.
Criminal Code, 18 U.S.C. 1001.
(b) Contract Work Hours and Safety
Standards Act. The Agency Head shall
cause or require the contracting officer
to insert the following clauses set forth
in paragraphs (b)(1), (2), (3), and (4) of
this section in full in any contract in
an amount in excess of $100,000 and sub-
ject to the overtime provisions of the
Contract Work Hours and Safety
Standards Act. These clauses shall be
inserted in addition to the clauses re-
quired by § 5.5(a) or 4.6 of part 4 of this
title. As used in this paragraph, the
terms laborers and mechanics include
watchmen and guards.
(1) Overtime requirements. No con-
tractor or subcontractor contracting
for any part of the conract work which
may require or involve the employ-
ment of laborers or mechanics shall re-
quire or permit any such laborer or me-
chanic in any workweek in which he or
she is employed on such work to work
in excess of forty hours in such work-
week unless such laborer or mechanic
receives compensation at a rate not
less than one and one-half times the
basic rate of pay for all hours worked
in excess of forty hours in such work-
week.
(2) Violation; liability for unpaid wages;
liquidated damages. In the event of any
violation of the clause set forth in
paragraph (b)(1) of this section the con-
tractor and any subcontractor respon-
sible therefor shall be liable for the un-
paid wages. In addition, such con-
tractor and subcontractor shall be lia-
ble to the United States (in the case of
work done under contract for the Dis-
trict of Columbia or a territory, to
such District or to such territory), for
liquidated damages. Such liquidated
damages shall be computed with re-
spect to each individual laborer or me-
chanic, including watchmen and
guards, employed in violation of the
clause set forth in paragraph (b)(1) of
this section, in the sum of $10 for each
calendar day on which such individual
was required or permitted to work in
excess of the standard workweek of
forty hours without payment of the
overtime wages required by the clause
set forth in paragraph (b)(1) of this sec-
tion.
(3) Withholding for unpaid wages and
liquidated damages. The (write in the
name of the Federal agency or the loan
or grant recipient) shall upon its own
action or upon written request of an
authorized representative of the De-
partment of Labor withhold or cause to
be withheld, from any moneys payable
on account of work performed by the
contractor or subcontractor under any
such contract or any other Federal
contract with the same prime con-
tractor, or any other federally-assisted
contract subject to the Contract Work
Hours and Safety Standards Act, which
is held by the same prime contractor,
such sums as may be determined to be
necessary to satisfy any liabilities of
such contractor or subcontractor for
unpaid wages and liquidated damages
as provided in the clause set forth in
paragraph (b)(2) of this section.
(4) Subcontracts. The contractor or
subcontractor shall insert in any sub-
contracts the clauses set forth in para-
graph (b)(1) through (4) of this section
and also a clause requiring the sub-
contractors to include these clauses in
any lower tier subcontracts. The prime
contractor shall be responsible for
compliance by any subcontractor or
lower tier subcontractor with the
clauses set forth in paragraphs (b)(1)
through (4) of this section.
(c) In addition to the clauses con-
tained in paragraph (b), in any con-
tract subject only to the Contract
Work Hours and Safety Standards Act
and not to any of the other statutes
cited in § 5.1, the Agency Head shall
cause or require the contracting officer
to insert a clause requiring that the
contractor or subcontractor shall
maintain payrolls and basic payroll
records during the course of the work
and shall preserve them for a period of
three years from the completion of the
contract for all laborers and mechan-
ics, including guards and watchmen,
working on the contract. Such records
shall contain the name and address of
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117
Office of the Secretary of Labor § 5.6
each such employee, social security
number, correct classifications, hourly
rates of wages paid, daily and weekly
number of hours worked, deductions
made, and actual wages paid. Further,
the Agency Head shall cause or require
the contracting officer to insert in any
such contract a clause providing that
the records to be maintained under this
paragraph shall be made available by
the contractor or subcontractor for in-
spection, copying, or transcription by
authorized representatives of the
(write the name of agency) and the De-
partment of Labor, and the contractor
or subcontractor will permit such rep-
resentatives to interview employees
during working hours on the job.
(The information collection, recordkeeping,
and reporting requirements contained in the
following paragraphs of this section were ap-
proved by the Office of Management and
Budget:
Paragraph OMB Con-
trol Number
(a)(1)(ii)(B) ......................................................... 1215–0140
(a)(1)(ii)(C) ......................................................... 1215–0140
(a)(1)(iv) ............................................................. 1215–0140
(a)(3)(i) ............................................................... 1215–0140,
1215–0017
(a)(3)(ii)(A) ......................................................... 1215–0149
(c) ....................................................................... 1215–0140,
1215–0017
[48 FR 19540, Apr. 29, 1983, as amended at 51
FR 12265, Apr. 9, 1986; 55 FR 50150, Dec. 4,
1990; 57 FR 28776, June 26, 1992; 58 FR 58955,
Nov. 5, 1993; 61 FR 40716, Aug. 5, 1996; 65 FR
69693, Nov. 20, 2000]
EFFECTIVE DATE NOTE: At 58 FR 58955, Nov.
5, 1993, § 5.5 was amended by suspending para-
graph (a)(1)(ii) indefinitely.
§ 5.6 Enforcement.
(a)(1) It shall be the responsibility of
the Federal agency to ascertain wheth-
er the clauses required by § 5.5 have
been inserted in the contracts subject
to the labor standards provisions of the
Acts contained in § 5.1. Agencies which
do not directly enter into such con-
tracts shall promulgate the necessary
regulations or procedures to require
the recipient of the Federal assistance
to insert in its contracts the provisions
of § 5.5. No payment, advance, grant,
loan, or guarantee of funds shall be ap-
proved by the Federal agency unless
the agency insures that the clauses re-
quired by § 5.5 and the appropriate wage
determination of the Secretary of
Labor are contained in such contracts.
Furthermore, no payment, advance,
grant, loan, or guarantee of funds shall
be approved by the Federal agency
after the beginning of construction un-
less there is on file with the agency a
certification by the contractor that the
contractor and its subcontractors have
complied with the provisions of § 5.5 or
unless there is on file with the agency
a certification by the contractor that
there is a substantial dispute with re-
spect to the required provisions.
(2) Payrolls and Statements of Com-
pliance submitted pursuant to
§ 5.5(a)(3)(ii) shall be preserved by the
Federal agency for a period of 3 years
from the date of completion of the con-
tract and shall be produced at the re-
quest of the Department of Labor at
any time during the 3-year period.
(3) The Federal agency shall cause
such investigations to be made as may
be necessary to assure compliance with
the labor standards clauses required by
§ 5.5 and the applicable statutes listed
in § 5.1. Investigations shall be made of
all contracts with such frequency as
may be necessary to assure compli-
ance. Such investigations shall include
interviews with employees, which shall
be taken in confidence, and examina-
tions of payroll data and evidence of
registration and certification with re-
spect to apprenticeship and training
plans. In making such examinations,
particular care shall be taken to deter-
mine the correctness of classifications
and to determine whether there is a
disproportionate employment of labor-
ers and of apprentices or trainees reg-
istered in approved programs. Such in-
vestigations shall also include evidence
of fringe benefit plans and payments
thereunder. Complaints of alleged vio-
lations shall be given priority.
(4) In accordance with normal oper-
ating procedures, the contracting agen-
cy may be furnished various investiga-
tory material from the investigation
files of the Department of Labor. None
of the material, other than computa-
tions of back wages and liquidated
damages and the summary of back
wages due, may be disclosed in any
manner to anyone other than Federal
officials charged with administering
VerDate Jan<31>2003 04:20 Jul 12, 2003 Jkt 200105 PO 00000 Frm 00117 Fmt 8010 Sfmt 8010 Y:\SGML\200105T.XXX 200105T
EXECUTION VERSION
PAGE 82 OF 112 (as modified) DC DGS FORM L-105 (3/2018)
1201 Sycamore Drive, SE

SCHEDULE 7

Davis-Bacon Wage Rates
as of March 4, 2025

[Please see attached (12 pages separately paginated)]

[REMAINING EXHIBITS TO FOLLOW]

3/4/25, 7:06 AM SAM.gov
https://sam.gov/wage-determination/DC20250002/4 1/12
"General Decision Number: DC20250002 02/21/2025
Superseded General Decision Number: DC20240002
State: District of Columbia
Construction Type: Building
County: District of Columbia Statewide.
BUILDING CONSTRUCTION PROJECTS (does not include single family
homes or apartments up to and including 4 stories).
Note: Contracts subject to the Davis-Bacon Act are generally
required to pay at least the applicable minimum wage rate
required under Executive Order 14026 or Executive Order 13658.
Please note that these Executive Orders apply to covered
contracts entered into by the federal government that are
subject to the Davis-Bacon Act itself, but do not apply to
contracts subject only to the Davis-Bacon Related Acts,
including those set forth at 29 CFR 5.1(a)(1).
______________________________________________________________
|If the contract is entered |. Executive Order 14026 |
|into on or after January 30, | generally applies to the |
|2022, or the contract is | contract. |
|renewed or extended (e.g., an |. The contractor must pay |
|option is exercised) on or | all covered workers at |
|after January 30, 2022: | least $17.75 per hour (or |
| | the applicable wage rate |
| | listed on this wage |
| | determination, if it is |
| | higher) for all hours |
| | spent performing on the |
| | contract in 2025. |
|______________________________|_____________________________|
|If the contract was awarded on|. Executive Order 13658 |
|or between January 1, 2015 and| generally applies to the |
|January 29, 2022, and the | contract. |
|contract is not renewed or |. The contractor must pay all|
|extended on or after January | covered workers at least |
|30, 2022: | $13.30 per hour (or the |
| | applicable wage rate listed|
| | on this wage determination,|
| | if it is higher) for all |
| | hours spent performing on |
| | that contract in 2025. |
|______________________________|_____________________________|
3/4/25, 7:06 AM SAM.gov
https://sam.gov/wage-determination/DC20250002/4 2/12
The applicable Executive Order minimum wage rate will be
adjusted annually. If this contract is covered by one of the
Executive Orders and a classification considered necessary for
performance of work on the contract does not appear on this
wage determination, the contractor must still submit a
conformance request.
Additional information on contractor requirements and worker
protections under the Executive Orders is available at
http://www.dol.gov/whd/govcontracts.
Modification Number Publication Date
0 01/03/2025
1 01/10/2025
2 01/24/2025
3 02/14/2025
4 02/21/2025
ASBE0024-007 10/01/2024
Rates Fringes
ASBESTOS WORKER/HEAT & FROST
INSULATOR........................$ 40.77 20.17+a
Includes the application of all insulating materials,
protective coverings, coatings and finishes to all types of
mechanical systems
a. PAID HOLIDAYS: New Year's Day, Martin Luther King Day,
Memorial Day, Independence Day, Labor Day, Veterans' Day,
Thanksgiving Day,the day after Thanksgiving and Christmas
Day provided the employee works the regular work day before
and after the paid holiday.
----------------------------------------------------------------
ASBE0024-008 10/01/2024
Rates Fringes
ASBESTOS WORKER: HAZARDOUS
MATERIAL HANDLER.................$ 24.46 10.19+a
Includes preparation, wetting, stripping, removal, scrapping,
vacuuming, bagging and disposing of all insulation
materials, whether they contain asbestos or not, from
mechanical systems
3/4/25, 7:06 AM SAM.gov
https://sam.gov/wage-determination/DC20250002/4 3/12
a. PAID HOLIDAYS: New Year's Day, Martin Luther King Day,
Memorial Day, Independence Day, Labor Day, Veterans' Day,
Thanksgiving Day,the day after Thanksgiving and Christmas
Day provided the employee works the regular work day before
and after the paid holiday.
----------------------------------------------------------------
ASBE0024-014 10/01/2024
Rates Fringes
FIRESTOPPER......................$ 30.21 10.43+a
Includes the application of materials or devices within or
around penetrations and openings in all rated wall or floor
assemblies, in order to prevent the pasage of fire, smoke
of other gases. The application includes all components
involved in creating the rated barrier at perimeter slab
edges and exterior cavities, the head of gypsum board or
concrete walls, joints between rated wall or floor
components, sealing of penetrating items and blank openings.
a. PAID HOLIDAYS: New Year's Day, Martin Luther King Day,
Memorial Day, Independence Day, Labor Day, Veterans' Day,
Thanksgiving Day,the day after Thanksgiving and Christmas
Day provided the employee works the regular work day before
and after the paid holiday.
----------------------------------------------------------------
BRDC0001-002 04/28/2024
Rates Fringes
BRICKLAYER.......................$ 37.50 14.38
----------------------------------------------------------------
CARP0197-011 05/01/2024
Rates Fringes
CARPENTER, Includes Drywall
Hanging, Form Work, and Soft
Floor Laying-Carpet..............$ 34.41 14.33
----------------------------------------------------------------
CARP0219-001 05/01/2024
Rates Fringes
MILLWRIGHT.......................$ 38.61 16.89
3/4/25, 7:06 AM SAM.gov
https://sam.gov/wage-determination/DC20250002/4 4/12
----------------------------------------------------------------
CARP0474-006 05/01/2024
Rates Fringes
PILEDRIVERMAN....................$ 36.60 14.47
----------------------------------------------------------------
ELEC0026-016 06/05/2023
Rates Fringes
ELECTRICIAN, Includes
Installation of
HVAC/Temperature Controls........$ 53.00 21.35
----------------------------------------------------------------
ELEC0026-017 09/02/2024
Rates Fringes
ELECTRICAL INSTALLER (Sound
& Communication Systems).........$ 32.60 12.92
SCOPE OF WORK: Includes low voltage construction,
installation, maintenance and removal of teledata
facilities (voice, data and video) including outside plant,
telephone and data inside wire, interconnect, terminal
equipment, central offices, PABX, fiber optic cable and
equipment, railroad communications, micro waves, VSAT,
bypass, CATV, WAN (Wide area networks), LAN (Local area
networks) and ISDN (Integrated systems digital network).
WORK EXCLUDED: The installation of computer systems in
industrial applications such as assembly lines, robotics
and computer controller manufacturing systems. The
installation of conduit and/or raceways shall be installed
by Inside Wiremen. On sites where there is no Inside
Wireman employed, the Teledata Technician may install
raceway or conduit not greater than 10 feet. Fire alarm
work is excluded on all new construction sites or wherever
the fire alarm system is installed in conduit. All HVAC
control work.
----------------------------------------------------------------
ELEV0010-001 01/01/2025
Rates Fringes
ELEVATOR MECHANIC................$ 57.16 38.435+a+b
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a. PAID HOLIDAYS: New Year's Day, Memorial Day, Independence
Day, Labor Day, Veterans' Day, Thanksgiving Day, Christmas
Day and the Friday after Thanksgiving.
b. VACATIONS: Employer contributes 8% of basic hourly rate
for 5 years or more of service; 6% of basic hourly rate for
6 months to 5 years of service as vacation pay credit.
----------------------------------------------------------------
IRON0005-005 06/01/2024
Rates Fringes
IRONWORKER, STRUCTURAL AND
ORNAMENTAL.......................$ 37.86 25.86
----------------------------------------------------------------
IRON0005-012 05/01/2024
Rates Fringes
IRONWORKER, REINFORCING..........$ 31.88 23.78
----------------------------------------------------------------
* LABO0011-009 06/01/2024
Rates Fringes
LABORER: Skilled................$ 29.66 8.29
FOOTNOTE: Potmen, power tool operator, small machine
operator, signalmen, laser beam operator, waterproofer
(excluding roofing), open caisson, test pit, underpinning,
pier hole and ditches, laggers and all work associated with
lagging that is not expressly stated, strippers, operator
of hand derricks, vibrator operators, pipe layers, or tile
layers, operators of jackhammers, paving breakers, spaders
or any machine that does the same general type of work,
carpenter tenders, scaffold builders, operators of
towmasters, scootcretes, buggymobiles and other machines of
similar character, operators of tampers and rammers and
other machines that do the same general type of work,
whether powered by air, electric or gasoline, builders of
trestle scaffolds over one tier high and sand blasters,
power and chain saw operators used in clearing, installers
of well points, wagon drill operators, acetylene burners
and licensed powdermen, stake jumper,demolition.
----------------------------------------------------------------
MARB0002-004 04/28/2024
3/4/25, 7:06 AM SAM.gov
https://sam.gov/wage-determination/DC20250002/4 6/12
Rates Fringes
MARBLE/STONE MASON...............$ 44.30 20.92
INCLUDING pointing, caulking and cleaning of All types of
masonry, brick, stone and cement EXCEPT pointing, caulking,
cleaning of existing masonry, brick, stone and cement
(restoration work)
----------------------------------------------------------------
MARB0003-006 04/28/2024
Rates Fringes
TERRAZZO WORKER/SETTER...........$ 33.41 13.94
----------------------------------------------------------------
MARB0003-007 04/28/2024
Rates Fringes
TERRAZZO FINISHER................$ 28.09 12.29
----------------------------------------------------------------
MARB0003-008 04/28/2024
Rates Fringes
TILE SETTER......................$ 33.41 13.94
----------------------------------------------------------------
MARB0003-009 04/28/2024
Rates Fringes
TILE FINISHER....................$ 28.09 12.29
----------------------------------------------------------------
PAIN0051-014 06/01/2023
Rates Fringes
GLAZIER
Glazing Contracts $2
million and under...........$ 30.52 13.85
Glazing Contracts over $2
million.....................$ 34.76 13.85
----------------------------------------------------------------
PAIN0051-015 06/01/2023
Rates Fringes
PAINTER
3/4/25, 7:06 AM SAM.gov
https://sam.gov/wage-determination/DC20250002/4 7/12
Brush, Roller, Spray and
Drywall Finisher............$ 27.46 11.56
----------------------------------------------------------------
PLAS0891-005 07/01/2023
Rates Fringes
PLASTERER (Including
Fireproofing)....................$ 31.83 8.96
----------------------------------------------------------------
PLAS0891-006 02/01/2024
Rates Fringes
CEMENT MASON/CONCRETE FINISHER...$ 30.25 13.60
----------------------------------------------------------------
PLUM0005-010 08/01/2024
Rates Fringes
PLUMBER..........................$ 51.25 22.46+a
a. PAID HOLIDAYS: Labor Day, Veterans' Day, Thanksgiving Day
and the day after Thanksgiving, Christmas Day, New Year's
Day, Martin Luther King's Birthday, Memorial Day and the
Fourth of July.
----------------------------------------------------------------
PLUM0602-008 08/01/2024
Rates Fringes
PIPEFITTER, Includes HVAC
Pipe Installation................$ 52.27 23.79+a
a. PAID HOLIDAYS: New Year's Day, Martin Luther King's
Birthday, Memorial Day, Independence Day, Labor Day,
Veterans' Day, Thanksgiving Day and the day after
Thanksgiving and Christmas Day.
----------------------------------------------------------------
ROOF0030-016 07/01/2024
Rates Fringes
ROOFER...........................$ 34.76 14.91
----------------------------------------------------------------
SFDC0669-002 01/01/2025
3/4/25, 7:06 AM SAM.gov
https://sam.gov/wage-determination/DC20250002/4 8/12
Rates Fringes
SPRINKLER FITTER (Fire
Sprinklers)......................$ 42.32 26.39
----------------------------------------------------------------
SHEE0100-015 11/01/2023
Rates Fringes
SHEET METAL WORKER (Including
HVAC Duct Installation)..........$ 47.92 22.72+a
a. PAID HOLIDAYS: New Year's Day, Martin Luther King's
Birthday, Memorial Day, Independence Day, Labor Day,
Veterans Day, Thanksgiving Day and Christmas Day
----------------------------------------------------------------
* SUDC2009-003 05/19/2009
Rates Fringes
LABORER: Common or General......$ 13.04 ** 2.80

LABORER: Mason Tender -
Cement/Concrete..................$ 15.40 ** 2.85

LABORER: Mason Tender for
pointing, caulking, cleaning
of existing masonry, brick,
stone and cement structures
(restoration work); excludes
pointing, caulking and
cleaning of new or
replacement masonry, brick,
stone and cement.................$ 11.67 **

POINTER, CAULKER, CLEANER,
Includes pointing, caulking,
cleaning of existing masonry,
brick, stone and cement
structures (restoration
work); excludes pointing,
caulking, cleaning of new or
replacement
masonry, brick, stone or
cement...........................$ 18.88
----------------------------------------------------------------
WELDERS - Receive rate prescribed for craft performing
3/4/25, 7:06 AM SAM.gov
https://sam.gov/wage-determination/DC20250002/4 9/12
operation to which welding is incidental.
================================================================
** Workers in this classification may be entitled to a higher
minimum wage under Executive Order 14026 ($17.75) or 13658
($13.30). Please see the Note at the top of the wage
determination for more information. Please also note that the
minimum wage requirements of Executive Order 14026 are not
currently being enforced as to any contract or subcontract to
which the states of Texas, Louisiana, or Mississippi, including
their agencies, are a party.
Note: Executive Order (EO) 13706, Establishing Paid Sick Leave
for Federal Contractors applies to all contracts subject to the
Davis-Bacon Act for which the contract is awarded (and any
solicitation was issued) on or after January 1, 2017. If this
contract is covered by the EO, the contractor must provide
employees with 1 hour of paid sick leave for every 30 hours
they work, up to 56 hours of paid sick leave each year.
Employees must be permitted to use paid sick leave for their
own illness, injury or other health-related needs, including
preventive care; to assist a family member (or person who is
like family to the employee) who is ill, injured, or has other
health-related needs, including preventive care; or for reasons
resulting from, or to assist a family member (or person who is
like family to the employee) who is a victim of, domestic
violence, sexual assault, or stalking. Additional information
on contractor requirements and worker protections under the EO
is available at
https://www.dol.gov/agencies/whd/government-contracts.
Unlisted classifications needed for work not included within
the scope of the classifications listed may be added after
award only as provided in the labor standards contract clauses
(29CFR 5.5 (a) (1) (iii)).
----------------------------------------------------------------
The body of each wage determination lists the classifications
and wage rates that have been found to be prevailing for the
type(s) of construction and geographic area covered by the wage
determination. The classifications are listed in alphabetical
order under rate identifiers indicating whether the particular
rate is a union rate (current union negotiated rate), a survey
rate, a weighted union average rate, a state adopted rate, or a
supplemental classification rate.
3/4/25, 7:06 AM SAM.gov
https://sam.gov/wage-determination/DC20250002/4 10/12
Union Rate Identifiers
A four-letter identifier beginning with characters other than
""SU"", ""UAVG"", ?SA?, or ?SC? denotes that a union rate was
prevailing for that classification in the survey. Example:
PLUM0198-005 07/01/2024. PLUM is an identifier of the union
whose collectively bargained rate prevailed in the survey for
this classification, which in this example would be Plumbers.
0198 indicates the local union number or district council
number where applicable, i.e., Plumbers Local 0198. The next
number, 005 in the example, is an internal number used in
processing the wage determination. The date, 07/01/2024 in the
example, is the effective date of the most current negotiated
rate.
Union prevailing wage rates are updated to reflect all changes
over time that are reported to WHD in the rates
in the collective bargaining agreement (CBA) governing the
classification.
Union Average Rate Identifiers
The UAVG identifier indicates that no single rate prevailed for
those classifications, but that 100% of the data reported for
the classifications reflected union rates. EXAMPLE:
UAVG-OH-0010 01/01/2024. UAVG indicates that the rate is a
weighted union average rate. OH indicates the State of Ohio.
The next number, 0010 in the example, is an internal number
used in producing the wage determination. The date, 01/01/2024
in the example, indicates the date the wage determination was
updated to reflect the most current union average rate.
A UAVG rate will be updated once a year, usually in January, to
reflect a weighted average of the current rates in the
collective bargaining agreements on which the rate is based.
Survey Rate Identifiers
The ""SU"" identifier indicates that either a single non-union
rate prevailed (as defined in 29 CFR 1.2) for this
classification in the survey or that the rate was derived by
computing a weighted average rate based on all the rates
reported in the survey for that classification. As a weighted
average rate includes all rates reported in the survey, it may
include both union and non-union rates. Example: SUFL2022-007
6/27/2024. SU indicates the rate is a single non-union
prevailing rate or a weighted average of survey data for that
classification. FL indicates the State of Florida. 2022 is the
year of the survey on which these classifications and rates are
3/4/25, 7:06 AM SAM.gov
https://sam.gov/wage-determination/DC20250002/4 11/12
based. The next number, 007 in the example, is an internal
number used in producing the wage determination. The date,
6/27/2024 in the example, indicates the survey completion date
for the classifications and rates under that identifier.
?SU? wage rates typically remain in effect until a new survey
is conducted. However, the Wage and Hour Division (WHD) has the
discretion to update such rates under 29 CFR 1.6(c)(1).
State Adopted Rate Identifiers
The ""SA"" identifier indicates that the classifications and
prevailing wage rates set by a state (or local) government were
adopted under 29 C.F.R 1.3(g)-(h). Example: SAME2023-007
01/03/2024. SA reflects that the rates are state adopted. ME
refers to the State of Maine. 2023 is the year during which the
state completed the survey on which the listed classifications
and rates are based. The next number, 007 in the example, is an
internal number used in producing the wage determination.
The date, 01/03/2024 in the example, reflects the date on which
the classifications and rates under the ?SA? identifier took
effect under state law in the state from which the rates were
adopted.
-----------------------------------------------------------
WAGE DETERMINATION APPEALS PROCESS
1) Has there been an initial decision in the matter? This can
be:
a) a survey underlying a wage determination
b) an existing published wage determination
c) an initial WHD letter setting forth a position on
a wage determination matter
d) an initial conformance (additional classification
and rate) determination
On survey related matters, initial contact, including requests
for summaries of surveys, should be directed to the WHD Branch
of Wage Surveys. Requests can be submitted via email to
davisbaconinfo@dol.gov or by mail to:
Branch of Wage Surveys
Wage and Hour Division
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
3/4/25, 7:06 AM SAM.gov
https://sam.gov/wage-determination/DC20250002/4 12/12
Regarding any other wage determination matter such as
conformance decisions, requests for initial decisions should be
directed to the WHD Branch of Construction Wage Determinations.
Requests can be submitted via email to BCWD-Office@dol.gov or
by mail to:
Branch of Construction Wage Determinations
Wage and Hour Division
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
2) If an initial decision has been issued, then any interested
party (those affected by the action) that disagrees with the
decision can request review and reconsideration from the Wage
and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7).
Requests for review and reconsideration can be submitted via
email to dba.reconsideration@dol.gov or by mail to:
Wage and Hour Administrator
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
The request should be accompanied by a full statement of the
interested party's position and any information (wage payment
data, project description, area practice material, etc.) that
the requestor considers relevant to the issue.
3) If the decision of the Administrator is not favorable, an
interested party may appeal directly to the Administrative
Review Board (formerly the Wage Appeals Board). Write to:
Administrative Review Board
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210.
================================================================
END OF GENERAL DECISION"

EXECUTION VERSION
PAGE 83 OF 112 (as modified) DC DGS FORM L-105 (3/2018)
1201 Sycamore Drive, SE

EXHIBIT D

Form of Declaration of Delivery

DECLARATION OF DELIVERY OF PREMISES
THIS DECLARATION OF DELIVERY OF PREMISES (this “ Declaration”),
made effective as of __________ ___, 20__ (the “Declaration Effective Date”), is entered
into by and between _______________________, a(n) __________________
__________________ (“Landlord”), and the DISTRICT OF COLUMBIA , a municipal
corporation, acting by and through its Department of General Services (the “ District”),
pursuant to that certain In-Lease Agreement with a Lease Commencement Date (as defined
therein) of __________ ___, 20__ for premises located at ___________ (the “Lease”).
Capitalized terms used, but not defined, herein shall have the meanings ascribed to
them in the Lease. Landlord and the District do hereby agree and confirm that:
1. The Premises was delivered by Landlord to the District on ________ __
___, ____.
2. The Rent Commencement Date is hereby established to be __________ __
___, _____.
3. The Initial Lease Term shall expire on ___________ _ ___ , ____, unless
sooner terminated.
4. The Premises is comprised of a total of _________ rentable square feet of
space.
5. As of the Declaration Effective Date, Landlord has delivered to the District
______ Building and Premises key cards, keys or similar devices and up to
an additional ______ such key cards, keys, or devices shall be available to
the District in accordance with the terms of Section 11.1(ix) of the Lease.
6. The District’s Proportionate Share is __.__%.
7. The Net Rental is as set forth on the Rent Schedule contained in “Schedule
1” attached hereto and made a part hereof, which replaces the Exhibit E
previously attached to the Lease.
8. The cost per RSF for Initial Real Estate Taxes is $______ [unchanged or
revise if actual Real Estate Taxes amount as of the Rent Commencement
Date requires adjustment], the total annual amount is $______, and the
monthly amount is $________. [If cost has changed as of Rent
Commencement Date: Landlord has delivered to the District copies of the
real estate tax bills supporting such adjusted cost per RSF for Initial Real
Estate Taxes.]
9. Landlord and the District agree that Landlord has Substantially Completed
EXECUTION VERSION
PAGE 84 OF 112 (as modified) DC DGS FORM L-105 (3/2018)
1201 Sycamore Drive, SE

the Tenant Improvements in accordance with the Work Exhibit, subject to
any remaining Punch List items, if any, set forth in “Schedule 2” attached
hereto and made a part hereof.
10. [If applicable: The District is entitled to a credit against Annual Rental and
Additional Rent under Section 7.4 of the Lease in the total amount of
$____________].
11. [If applicable: The District is entitled to a credit against Annual Rental and
Additional Rent under Section 8.4(a) of the Lease in the total amount of
$____________].
12. Landlord has delivered to the District a copy of the [temporary/permanent]
certificate of occupancy for the Premises.
Landlord hereby represents and warrants to the District that Landlord has obtained
and delivered to the District any and all certificates of occupancy for the Premises
permitting the District to occupy the Premises during the Lease Term [; provided, however,
that if such certificates are temporary or conditional, then Landlord shall deliver permanent
certificates of occupancy within sixty (60) days of the Declaration Effective Date to the
District].
[TWO SIGNATURE PAGES AND SCHEDULES TO FOLLOW]
EXECUTION VERSION
PAGE 85 OF 112 (as modified) DC DGS FORM L-105 (3/2018)
1201 Sycamore Drive, SE

IN WITNESS WHEREOF, Landlord and the District have caused their respective
duly authorized representative to execute and deliver this Declaration to be effective as of
the Declaration Effective Date.

LANDLORD:

_______________________,
a(n) _______________ __________________

By: _____________________________
Name: _____________________________
Title: _____________________________

[DISTRICT’S SIGNATURE PAGE AND SCHEDULES TO FOLLOW]
EXECUTION VERSION
PAGE 86 OF 112 (as modified) DC DGS FORM L-105 (3/2018)
1201 Sycamore Drive, SE

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

[SCHEDULES TO FOLLOW]

EXECUTION VERSION
PAGE 87 OF 112 (as modified) DC DGS FORM L-105 (3/2018)
1201 Sycamore Drive, SE

SCHEDULE 1
(To Declaration of Delivery)

Rent Schedule of Net Rental

[Attach]

EXECUTION VERSION
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1201 Sycamore Drive, SE

SCHEDULE 2
(To Declaration of Delivery)

Punch List Items

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

EXECUTION VERSION
PAGE 89 OF 112 (as modified) DC DGS FORM L-105 (3/2018)
1201 Sycamore Drive, SE

EXHIBIT E

Rent Schedule of Net Rental

EXECUTION VERSION
PAGE 90 OF 112 (as modified) DC DGS FORM L-105 (3/2018)
1201 Sycamore Drive, SE

EXHIBIT F

Form of SNDA

SUBORDINATION, NON-DISTURBANCE AND
ATTORNMENT AGREEMENT

THIS SUBORDINATION, NON -DISTURBANCE AND ATTORNMENT
AGREEMENT (this “Agreement”) is made and entered into as of _________________,
___, 20__ (the “ Effective Date ”), by and among ______________________, a(n)
_______________ ______________ (“Landlord”), _________________________, a(n)
___________________ __________________ , which has executed this Agreement as
Landlord’s lender (together with its successors and assigns, “ Lender”), and the
DISTRICT OF COLUMBIA , a municipal corporation, acting by and through its
Department of General Services ( the “District”). Landlord, Lender and the District are
each referred to herein as a “Party” and collectively as the “Parties”.

W I T N E S S E T H:

WHEREAS, Lender intends to fund a commercial mortgage loan (the “ Loan”) to
Landlord, which loan will be secured by either a mortgage or a deed of trust, among other
instruments (each and collectively, the “ Mortgage”) on the Property described on
“Schedule 1”, together with present or future improvements (the “Property”);

WHEREAS, Landlord has demised to the District a leasehold interest under that
certain In-Lease Agreement, by and between ______________ and the District, with a
Lease Commencement Date (as defined therein) of ________________ (together with all
amendments, options, extensions, and renewals thereof, being hereinafter the “ Lease” ”;
any capitalized term used but not defined herein shall have the meaning given to such term
in the Lease);

WHEREAS, as a condition of the Loan’s funding, Landlord has assigned or will
assign its interest in the Lease to Lender as part of Lender’s security for the Loan; and

WHEREAS, the District agrees to enter into this Agreement in order to benefit from
the promises by Lender that are set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and for good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the Parties
agree as follows:

1. Subordination. In accordance with Section 19 of the Lease, the District
acknowledges that the Lease is subordinate to the lien of the Mortgage on the Property.
Lender hereby acknowledges and agrees that such subordination shall not operate in any
way whatsoever to adversely affect any right of the District under the Lease.

EXECUTION VERSION
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1201 Sycamore Drive, SE

2. Attornment. If Lender forecloses the Mortgage or acquires title to the Property by
deed-in-lieu of foreclosure, or in any other manner succeeds to the interest of Landlord
under the Lease, or if Lender shall otherwise take possession of the P roperty, then upon
receipt of written notice from Lender, the District shall attorn to Lender as its landlord
under all of the terms, covenants and conditions of the Lease for the balance of the term
thereof remaining (and of any extensions thereof that may be effected in accordance with
any option therefor), as set forth in the Lease, with t he same force and effect as if Lender
were Landlord under the Lease. Such attornment shall be effective and self -operative
immediately upon receipt of written notice from Lender that Lender has succeeded to the
interest of Landlord, whereupon the District shall recognize Lender, or any person claiming
by through or under Lender, as the landlord under the Lease without the execution of any
further instruments on the part of any of the Parties. Provided no default by the District
has occurred and is continuing, which default under the terms of the Lease would give
Landlord (or Lender as successor in interest to Landlord) the right to terminate the Lease ,
the Lease shall at all times continue in full force and effect, and the respective righ ts and
obligations of the District and Lender upon such attornment shall be governed by the Lease.
If Lender requests, the District agrees to execute, acknowledge, and deliver to Lender any
certificate or other instrument that Lender reasonably requests (in the District’s
determination) to confirm such attornment at no cost or expense to the District. If the
District requests, Lender covenants and agrees to execute a novation agreement in the form
reasonably acceptable to the District that requests that the District recognize a name change
or a successor in interest to the Lease. In connection with any attornment pertaining to an
asset transfer, at the District’s request, Lender shall deliver to the District, as applicable,
each of the following:

a. A document describing the proposed transaction giving rise to such transfer;

b. the effective date of the transfer;

c. an authenticated copy of the instrument effecting the transfer ( including
without limitation a bill of sale, certificate of merger, contract, deed, or court decree);

d. an authenticated copy of the transferee’s certificate and articles of
incorporation if an entity was formed to receive the transferor’s assets (however, if the
entity was formed for a purpose other than to receive the transferor’s assets, include a
statement to that effect); and

e. a certified copy of applicable entity authorizing resolutions (for both the
transferee and the transferor) authorizing such transfer of assets.

3. Non-Disturbance. So long as no default by the District has occurred and is
continuing, which default under the terms of the Lease would give Landlord (or Lender as
successor in interest to Landlord) the right to terminate the Lease, Lender shall not disturb
the District’s quiet enjoyment, possession or use of the Premises and the Property, as
applicable under the Lease.

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4. Advanced payments. No prepayment of rent or additional rent due under the Lease
of more than one month in advance shall be made by the District.

5. Modification; Waiver; Successors and Assigns. No provision of this Agreement
may be modified, waived or terminated except in accordance with a written instrument
executed by the party against whom enforcement of such modification, waiver, or
termination is sought. This Agreement shall be binding upon, and shall inure to the benefit
of, the Parties’ respective successors and permitted assigns.

6. Recordation. This Agreement may be recorded by Landlord or Lender , at its
respective sole cost and expense, in the Land Records of the District of Columbia.

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

8. Binding; Choice of Law . This Agreement shall be (a) binding upon and inure to
the benefit of the Parties hereto and their respective representatives, transferees, 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.

9. Severability. Each provision of this Agreement shall be valid and enforceable to
the fullest extent permitted by law. If any provision of this Agreement or the application
thereof to any person or circumstance shall to any extent be invalid or unenforceable, then
such provision shall be deemed to be replaced by the valid and enforceable provision most
substantively similar to such invalid or unenforceable provision, and the remainder of this
Agreement and the application of such provision to persons or ci rcumstances other than
those as to which it is invalid or unenforceable shall not be affected thereby.

10. No Partnership; No Third Party Beneficiaries . Nothing contained in this
Agreement shall be deemed or construed to create a partnership or joint venture of ,
between, or amongst the Parties , or to create any other relationship between the Parties
hereto other than those contemplated herein. Nothing contained in this Agreement shall
be deemed or construed to create any third party beneficiaries. The only entities that the
Parties intend to be benefitted by this Agreement are the Parties , and their respective
successors and permitted assigns.

11. Authority of Landlord . By executing this Agreement, Landlord represents to the
District that: (i) it is authorized to enter into, execute and deliver this Agreement and
perform its obligations hereunder; (ii) this Agreement 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 Agreement; (iv) no other signatures or approvals are necessary
in order to make all of the representations of Landlord contained in this Section true and
correct in all material respects; (v) Landlord is in good standing in the District of Columbia
and shall remain so for the term of the Lease; and (vi) Landlord is in compliance with all
EXECUTION VERSION
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District of Columbia laws and regulations applicable to Landlord and shall remain so for
the term of the Lease.

12. Authority of Lender. By executing this Agreement, Lender represents to the District
that: (i) it is authorized to enter into, execute and deliver this Agreement and perform its
obligations hereunder; (ii) this Agreement is effective and enforceable against Lender in
accordance with its terms; (iii) the person signing on behalf of Lender is duly authorized
to execute this Agreement; (iv) no other signatures or approvals are necessary in order to
make all of the representations of Lender contained in this Se ction true and correct in all
material respects; (v) Lender is in good standing in the District of Columbia and shall
remain so for the durati on of this Agreement; and (vi) Lender is in compliance with all
District of Columbia laws and regulations applicable to Lender.

13. Anti-Deficiency Limitations.

(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. and 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 applicable to any
Applicable Agreement. Pursuant 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, including but not limited to any Annual 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 year 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 the
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 District 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 District of Columbia or Congress to pay
any financial obligation, including, but not limited to any Annual Rental or Additional
Rent, under any Applicable Agreement for any period after the District of Columbia fiscal
year for which appropriations have been made, and in the event appropriated funds for such
purposes are not otherwise lawfully available, the District shall not be liable to make any
EXECUTION VERSION
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payment under such Applicable Agreement upon the expiration of any then -existing
appropriation.

(c) Notwithstanding the foregoing, no officer, 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
levied or pledged any form of taxation. No agent, employee, contractor or officer of the
District is authorized to obligate or expend any amount under any Applicable Agreement
unless such amount has been appropriated by Act of Congress and is lawfully available.

[THREE SIGNATURE PAGES AND SCHEDULE TO FOLLOW]
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IN WITNESS WHEREOF , and intending to be legally bound, the undersigned
has caused this instrument to be executed and delivered on its behalf as of the date written
below to be effective as of the Effective Date.

LENDER:

______________________, a(n)
______________ _____________

By: _____________________________
Name: _____________________________
Title: _____________________________

[TWO SIGNATURE PAGES AND SCHEDULE TO FOLLOW]
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IN WITNESS WHEREOF , and intending to be legally bound, the undersigned
has caused this instrument to be executed and delivered on its behalf as of the date written
below to be effective as of the Effective Date.

LANDLORD:

________________________, a(n)
_________________ _______________

By: _____________________________
Name: _____________________________
Title: _____________________________

[LAST SIGNATURE PAGES AND SCHEDULE TO FOLLOW]
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IN WITNESS WHEREOF , and intending to be legally bound, the undersigned
has caused this instrument to be executed and delivered on its behalf as of the date written
below to be effective as of the Effective Date.

DISTRICT:

DISTRICT OF COLUMBIA, a municipal
corporation, acting by and through 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 TO FOLLOW]

EXECUTION VERSION
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SCHEDULE 1
(To SNDA)

Legal Description of Property

[Attach – please provide certified legal description used for contemplated loan
documents]

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EXHIBIT G

Form of Tenant Estoppel Certificate

TENANT ESTOPPEL CERTIFICATE

_________________________
_________________________
_________________________

Re: Tenant estoppel certificate pursuant to the lease between
____________________________, a(n) ___________________
__________________ (“Landlord”), and the DISTRICT OF
COLUMBIA, a municipal corporation, acting by and through its
Department of General Services (the “ District”), for premises located at
_______________________________ in Washington, D.C. , as is more
particularly set forth in the Lease (the “Premises”); any capitalized term
used but not defined herein shall have the meaning given to such term in the
Lease (as defined below)

Ladies and Gentlemen:

Landlord has requested that the District execute an estoppel certificate (“Estoppel
Certificate”) pursuant to Section 20 of that certain In-Lease Agreement, by and between
Landlord and the District, with a Lease Commencement Date of _________________ [, as
amended by that certain ______________] ([collectively, ]the “Lease”). As the [Director]
of the District of Columbia Department of General Services, I am the authorized
representative of the District under the Lease, and hereby certify to Landlord the following
as of the date of this Estoppel Certificate, pursuant to the Lease:

1. The Lease [(including the amendment(s) thereto)] attached to this Estoppel
Certificate as “Schedule 1” is accurate and complete;

2. The Lease is unmodified and in full effect;

3. No Annual Rental or other charges have been paid by the District in
advance;

4. To the District’s actual knowledge, the District has no claims or demands
against Landlord; and

5. To the District’s actual knowledge, there is no uncured District Default.

The statements contained herein are based solely upon a reasonably diligent review
of the District’s Lease file as of the date of the issuance of this Estoppel Certificate.
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Landlord and any prospective purchaser (s) or lender(s) are deemed to have constructive
notice of such facts as would be reasonably ascertainable by an inspection of the Premises
or by reasonable inquiry to appropriate officials of the District of Columbia. This Estoppel
Certificate shall not be deemed to be a representation or warranty by the District that the
Premises comply with any Laws or of the condition of, or the absence of, any defects in
the Premises (or any portion thereof).

I hereby certify that I am authorized to execute and deliver the Estoppel Certificate
on behalf of the District.

[SIGNATURE PAGE AND SCHEDULE TO FOLLOW]

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IN WITNESS WHEREOF , the undersigned has caused this certificate to be
executed this ____ day of _____________, 20___.

DISTRICT OF COLUMBIA, a municipal
corporation, acting by and through 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 TO FOLLOW]

EXECUTION VERSION
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SCHEDULE 1
(To Tenant Estoppel)

Lease [, as Amended]

[To follow (separately paginated)]

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EXHIBIT H

Form of Declaration of Final Accounting

DECLARATION OF FINAL ACCOUNTING
THIS DECLARATION OF FINAL ACCOUNTING (this “Declaration”), made
effective as of __________ ___, 20__ (the “Declaration Effective Date”), is entered into
by and between _______________________, a(n) __________________
__________________ (“Landlord”), and the DISTRICT OF COLUMBIA , a municipal
corporation, acting by and through its Department of General Services (the “ District”),
pursuant to that certain In-Lease Agreement with a Lease Commencement Date (as defined
therein) of __________ ___, 20__ for premises located at ___________ (the “Lease”).
Capitalized terms used, but not defined, herein shall have the meanings ascribed to
them in the Lease. Landlord and the District do hereby agree and confirm that:
1. Landlord and the District agree on the Final Accounting of the TI
Construction Costs, a copy of which is set forth in “Schedule 1” attached
hereto and made a part hereof.
2. The Tenant Improvement Allowance is in the total amount of $________.
3. The total amount of the TI Construction Costs is $___________.
[SELECT FROM AND COMPLETE THE FOLLOWING, AS
APPLICABLE:]

4. The total amount of Change Order Costs is $___________.

5. The total amount of Excess Costs is $____________.
6. The District has previously elected to apply [the total amount/a portion] of
its Landlord Credit, in the amount of [$_______], towards Excess Costs.
As a result, [$____] of the Landlord Credit remains to be applied pursuant
to the terms of the Lease.
7. As set forth in the Declaration of Delivery, the District is entitled to a credit
against Annual Rental and Additional Rent under Section 7.4 of the Lease
in the total amount of $____________.
8. As set forth in the Declaration of Delivery, the District is entitled to a credit
against Annual Rental and Additional Rent under Section 8.4 (a) of the
Lease in the total amount of $____________.

9. The District has paid $____ of Excess Costs prior to the Declaration
Effective Date as permitted under Section 16 of the Work Exhibit.

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10. The District shall pay Excess Costs in the amount of [$___] as Additional
Rent to Landlord with the next installment of Annual R ental due after the
Declaration Effective Date.
11. The Tenant Improvement Allowance exceeds the TI Construction Costs by
an amount equal to $_______________, which amount shall be deemed to
be the Additional Landlord Credit. Pursuant to the Work Exhibit, such
amount is available to the District as a rental abatement of Annual Rental
and Additional Rent payable under the Lease , to be applied to the next
successive payments of Annual Rental and Additional Rent due and payable
by the District under the Lease after the exhaustion of the Landlord Credit.

[TWO SIGNATURE PAGES AND SCHEDULES TO FOLLOW]
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IN WITNESS WHEREOF, Landlord and the District have caused their respective
duly authorized representative to execute and deliver this Declaration to be effective as of
the Declaration Effective Date.

LANDLORD:

_______________________,
a(n) _______________ __________________

By: _____________________________
Name: _____________________________
Title: _____________________________

[DISTRICT’S SIGNATURE PAGE AND SCHEDULES TO 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

[SCHEDULES TO FOLLOW]

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SCHEDULE 1
(To Declaration of Final Accounting)

Final Accounting

[Attach]

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EXHIBIT I

Janitorial Specifications

GENERAL PRINCIPLES FOR CLEANING SERVICES

• Scrubbing (frictional cleaning) is the best way to physically remove dirt, debris,
and microorganisms.
• Cleaning is required prior to any sanitization and disinfection processes because
dirt, debris and other materials can decrease the effectiveness of many chemical
disinfectants.
• Cleaning products should be selected on the basis of their use, efficacy, safety,
and cost.
• Cleaning should always progress from the least soiled areas to the most soiled
areas and from high to low areas, so that the dirtiest areas and debris that fall on
the floor will be cleaned up last.
• Dry sweeping, excessive dry mopping and dusting should be avoided to prevent
dust, debris, and microorganisms from getting into the air and landing on clean
surfaces. Airborne fungal spores are especially important as they can cause fatal
infection in immunosuppressed patients.
• Mixing (dilution) instructions should be followed when using disinfectants. (Too
much or too little water may reduce the effectiveness of disinfectants.)
• Cleaning methods and written cleaning schedules should be based on the type of
surface, amount of mixed cleaning fluid, type of soil present and the purpose of
the area.
• Routine cleaning is necessary to maintain a standard of cleanliness. Schedules and
procedures should be consistent and made available upon request.
• Updated Safety Data Sheets (SDS) for all cleaning products will be stored in the
Property Management/Building Engineer’s office, in the main housekeeping
storage location, and at any SDS stations (where applicable) at all times. LEED
rated building so all cleaning products must be Environmental Protection Agency
and LEED.
• All appropriate safety measures should be observed, and proper equipment used
during the performance of all housekeeping functions (e.g., appropriate, and
correct PPE, “wet floor” signs, grounded extension cords, safety notices and
signage, etc.). Housekeeping staff should be trained in the correct use of PPE and
the necessary safety measures to use while working.

DAILY CLEANING – DAY PORTER SERVICES - DAYTIME OPERATING
HOURS
RESTROOMS

Dayporter service provided between 8:00 am and 6:30 pm. The Day Porters may be
requested to provide additional cleaning services as required by the Facilities Director or
Building Engineer.

1. Clean all mirrors.
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2. Clean hand basins and bright work (faucets) with a non-abrasive cleaner.
3. Clean toilet seats using disinfectant solution.
4. Clean toilet bowls and bright work.
5. Damp mop floors using disinfectant solution in water, where necessary.
6. Restroom walls are to be free of handprints, graffiti, debris, soap splatter, and dust.
Damp wipe and clean where necessary.
7. Replenish hand soap, paper towels, toilet paper and toilet seat liner covers, where
necessary.
8. Clean and sanitize baby changing tables (where found).
9. Replace trash receptacle and sanitary napkin receptacle liners, as necessary.
10. Other cleaning duties as assigned.

PUBLIC/COMMON AREAS

1. Vacuuming - All carpets in public spaces are to be monitored and vacuumed (as
necessary) daily in all traffic areas.
2. Hard Surface Floors/Special Floors – All hard surfaced floors, including stairwells, will
be policed for trash and other unwanted debris. Trash will be picked/swept up and wet
spots cleaned with a mop and bucket.
3. Spot Cleaning Carpets – All carpeted areas will be inspected daily for spots and stains.
All spots and stains will be removed as soon as possible. Where difficult spots are
encountered, notation should be left for the after-hours crew to perform the cleaning.
4. Water Fountains – Water fountains shall be cleaned and disinfected daily. The intent is
that water coolers be maintained in a spotlessly clean condition at all times.
5. Glass/Metal – All glass and metal surfaces will be cleaned and polished to be free of
spots, smudges, smears, and prints.
6. Handrails – All stairwells and other handrails will be wiped and sanitized daily.
7. Lobby entrances will be thoroughly cleaned daily, including sidewalk areas outside
both lobby entrances of basic debris (cigarette butts, paper waste, plastic bottles, etc.
Lobby floors will be checked for cleanliness daily.
8. Exterior Grounds Areas – All exterior areas will be policed for trash and other
unwanted debris. Trash will be picked/swept up.

HYGIENE STATIONS

Day Porters will be responsible for checking and restocking the multiple hygiene stations
Throughout the building.

OFFICES, CONSULTS, CLINICAL AREAS, EMPLOYEE BREAK AREAS, AND
HALLWAYS (CORRIDORS)

1. Dusting – Weekly: All furniture, office equipment and appliances, windowsills, etc.,
will be dusted daily with a treated cloth or static duster. This shall include all horizontal
surfaces up to 84 inches high and enough vertical surfaces daily to complete all
vertical surfaces within a week . Desks and tables not cleared of paper and work
materials will only be dusted where the desk is exposed.

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2. Trash – Daily. Trash receptacles are to be emptied daily and wiped clean. Receptacles
shall be damp wiped as necessary. Plastic liners where used will be changed as needed.

3. Recycling – office – Biweekly/break areas - Daily. Office recycling containers are to
be emptied biweekly into collection points and wiped clean. Containers shall be damp
wiped as necessary. Plastic liners where used will be changed as needed.
Common/break area recycling containers are to be emptied daily.

4. Vacuuming - Daily. All carpets in office areas, as well as public spaces, are to be
vacuumed daily in all traffic areas. Hard to reach places under desks and chairs shall
be vacuumed biweekly. The intent of this specification is to provide a complete
vacuuming at least once a week.

5. Spot Cleaning Carpets – Daily. All carpeted areas will be inspected daily for spots and
stains. All spots and stains will be removed as soon as possible. Where difficult spots
are encountered, a notation should be left with the building management representative.
All hallway/corridor carpets will be extracted semi-annually.

6. Wet Mopping – Daily. When floors require wet mopping, they will be left in a streak
free condition. Extreme care shall be exercised in all wet mopping so as to avoid
splashing walls, baseboards, or furniture. Transporting of water and other liquids over
carpeted areas will b e done in a manner such as to avoid spillage. “Wet floor” signs
MUST be placed in the area any time wet mopping is being done.

7. Hard Surface Floors – As Necessary. All tile floors will be refinished, buffed, and kept
in scuff/spot free condition at all times. Since some tile areas require more attention
than others, refinishing and buffing will be done on an as needed basis. Hard surface
floors will be stripped and refinished semi-annually. Transporting of floor finish and
other liquids over carpeted areas will be accomplished in such a manner to avoid
spillage. Care shall be taken in applying finish to keep it off of furniture, wal ls, and
baseboards. Floor machines will be used in a careful manner to avoid damage to walls,
baseboards, and furniture.

8. Special Floors – As Necessary. Marble and other special floor coverings will be treated
with appropriate methods and materials per manufacturer specifications.

9. Special Walls – As Necessary. Marble and other special wall surfaces and coverings
will be treated with appropriate methods and materials per manufacturer specifications.

10. Water Fountains – Daily. Water fountains shall be cleaned and disinfected daily. The
intent of this specification is that water fountains be maintained in a spotlessly clean
condition at all times due to the immune suppressed systems of some clients.

11. Spot Cleaning – Daily. All handprints and spots will be removed from doors and light
switches daily. Walls, woodwork, and interior glass will be spot cleaned daily.

12. High Dusting – Biweekly/Monthly. Pipes, ledges, ceilings, moldings, picture frames,
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etc. will be cleaned monthly or more frequently if necessary.

13. Window shades - Daily. Horizontal shades height must be adjusted by the evening
housekeeping staff. Exact locations for blinds will be determined in collaboration by
WWH staff upon contract award.

14. HVAC Vents – Quarterly. All areas around HVAC supply and return air grills will be
cleaned/dusted/damp wiped once a quarter.

15. Furniture in Patient Care Areas– Daily. All furniture in patient care areas (i.e., waiting
areas, clinical and treatment areas, etc.) shall be either vacuumed or spot-cleaned (cloth
material) or cleaned with disinfectant and water (plastic, leather, and washable
material). The intent of this specification is that patient care areas remain clean and
spotless to reduce the transmission of infection.

16. Non-critical medical equipment (i.e., wall-mounted equipment, etc.): Clean daily and
whenever visibly soiled with a damp cloth and detergent/disinfectant.

17. Sinks – Daily. Scrub daily with a separate cloth or brush, using a disinfectant cleaning
solution.

18. Housekeeping Closets/Storage Areas – Weekly. All assigned housekeeping closets and
storage areas will be properly maintained, restocked, and cleaned weekly. All
equipment will be stored in its appropriate place (i.e., mops will be placed in racks or
wall mounts, not left in buckets).

STAIRWAYS AND LANDINGS – DAILY/WEEKLY

All stairways and landings will be inspected for cleanliness daily. These areas will be damp
mopped and scrubbed daily. Spot cleaning of walls and doors will be done weekly.
Handrails and other miscellaneous hardware will be wiped clean and disinfected daily.

ENTRANCE LOBBIES – DAILY

Lobby entrances will be thoroughly cleaned daily, including sidewalk area outside both
lobby entrances of basic debris (cigarette butts, paper waste, plastic bottles, etc.). Lobby
floors will be cleaned daily. Lobby walls, which are of specialty finish, will be dusted and
kept free from fingerprints, smudges, etc. with extreme care and caution. Lobby floors and
entranceways are to be thoroughly damp mopped daily, and otherwise maintained in
accordance with high quality standards for such finish.

POLISHING – PERIODICALLY

All doorplates, kick plates, brass and metal fixtures within the building will be wiped
weekly and polished periodically.

ELEVATORS – DAILY
EXECUTION VERSION
PAGE 112 OF 112 (as modified) DC DGS FORM L-105 (3/2018)
1201 Sycamore Drive, SE

1. All elevators are to be vacuumed and wet mopped nightly.

2. All stainless steel and metal work will be cleaned daily.

3. All elevator tracks will be vacuumed daily.

4. Elevator button panels and elevator doors to be cleaned and disinfected daily.

5. Ceilings, overhead Plexiglas and/or special light fixtures will be cleaned periodically
and normally through arrangement with building management.

LIGHT FIXTURES – PERIODICALLY

The exterior of all light fixtures checked and cleaned as necessary and will be dusted no
less than monthly. Several light fixtures within the health center require special attention
regarding dust seeking cleaning methods.

EMPLOYEE BREAK AREAS

1. Wet Mopping – Daily. All break area floors will be wet mopped daily. Extreme care
shall be exercised in all mopping so as to avoid splashing walls, baseboards, and
furniture.

2. Storage shelving and cabinet drawers – Weekly. All shelving and cabinet drawers will
be wiped clean weekly.

3. Tabletops/Countertops – Daily. All tabletops and countertop surfaces will be wiped
clean with a disinfectant daily.

4. Sink – Daily. Scrub daily with a separate cloth or brush using a disinfectant cleaning
solution.

5. Refrigerator – Clean and wipe interior of refrigerator once every 6 months.