Proposed in-lease agreement with DC Strategic Value Property Investor I LLC

MURIEL BOWSER
MAYOR
October 30, 2025
Honorable Phil Mendelson
Chairman
Council of the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue, NW, Suite 504
Washington, DC 20004
Dear Chairman Mendelson:
Pursuant to section 451 of the District of Columbia Home Rule Act (D.C. Official Code § 1-
204.51), enclosed for consideration and approval by the Council of the District of Columbia is an
in-lease agreement with DC Strategic Value Property Investor I LLC for 38,677 square feet of
space located at 1325 G Street, NW. The leased premises will continue to be occupied by the
Public Service Commission.
If you have any questions regarding this contract, please contact Delano Hunter, Director,
Department of General Services ("DGS"), or have your staff contact Tiwana Hicks, Associate
Director, Portfolio Management Division, DGS, at (202) 727-2800.
I look forward to the Council's favorable consideration of this contract.
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

October 14, 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: DC Strategic Value Property Investor I LLC
Type of Real Estate Contract: In-Lease Agreement (District is tenant)
Location of Real Property: 1325 G Street, NW
Source Selection Method: Competitive
Primary Term (if applicable): 12 years and 8 months, commencing on December
22, 2025
Consideration to be paid by District
for First Year (December 22, 2025 to
December 21, 2026): $1,929,208.76
Certificate of Funding Amount
for Fiscal Year 2026: $1,511,550.35

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 $32.24 $1,246,946.48 2.5%
Initial Operating
Costs
$11.34 $438,597.18 CPI-based
Initial Real
Estate Taxes
$6.30 $243,665.10 Based on actual increases in Real
Estate Taxes
Total Annual
Rental
$49.88 $1,929,208.76 N/A

2

Known Additional Rent Obligations for First Lease Year
Parking Spaces
for 4 fleet
vehicles
$325.00
monthly/space
$15,600.00 total 2.5% annual escalation
Overtime HVAC
Costs
$75.00/hour per
floor
Total for first Lease
Year will depend
on usage
2.5% 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 annual 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
premises in Washington, DC, 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 extension 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: 1325 G Street, NW, Washington, DC
Square/Lot Number: 0252/0079
Total RSF of Building: 307,613
Total RSF of Premises: 38,677
Description of Improvements : The existing building is a multi- tenant office building
located on approximately 33,626 square feet of land. Under the Lease, the Public Service
Commission (“PSC”) will continue to occupy 38,677 RSF of space (the “Premises”), with
in-person and video hearing rooms, training space and confidential records storage . PSC
will also have the use of 4 reserved parking spaces for fleet vehicles, and PSC employees
will (at their cost) have the use of up to 22 unreserved parking spaces.

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

3

PSC currently occupies the Premises under an Award of In Lease, dated July 29, 2014 (the
“Original Lease”) , between the District and 64 DCGST Owner, LLC, a Delaware limited
liability company (“Original Landlord”). In anticipation of the expiration of the existing lease
agreement on December 21, 2025, t he Department of General Services (“DGS”) issued a
Request for Solicitation in May 2024 and then again in August 2024 (“Requests”) to building
owners in the District of Columbia capable of providing 30,000 to 40,000 square feet of office
and hearing space. DGS received 15 offers in response to the Requests. The offers were
evaluated by a panel comprised of DGS and PSC personnel . The panel concluded that t he
District should invite the Original Landlord to respond to the Request s while keeping a
dialogue with several Request respondents . While in discussions with the Original Landlord
for a new lease agreement, the Original Landlord’s lender initiated foreclosure proceedings. In
anticipation of Landlord taking ownership in October 2025 through a non-judicial foreclosure,
DGS began negotiations, and successfully finalized the Lease , with Landlord upon favorable
terms, including a rent abatement in the total amount of approximately $4,096,000.00.
Landlord became the owner of the property on October 14, 2025. The Lease will be effective
as of December 22, 2025, immediately following the expiration of the Original Lease.

PSC supports remaining at its current location . The office is located near a Metro station,
providing convenient access to members of the public . In addition, t he space has been
improved over the years to meet the specific needs of PSC, including its need for in -person
and video hearing space.

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.

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

DC Strategic Value Property Investor I LLC is a Delaware limited liability company. Landlord
has no employee s and its principals are John P Wolf , Neil Luthra and Andrew Fichte . The
principals of and investors in Landlord have decades of experience in commercial real estate
acquisitions and operations, including in the Washington, DC market, with assets and equity
capital exceeding $600,000,000.00.

8. Expected outcomes of the proposed real estate contract:

The execution of the proposed real estate contract is expected to result in the continued
occupancy by PSC of the subject space for 12 years and 8 months, 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 December 6, 2024, to ANC 2C and Councilmember
Brooke Pinto 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: October 13, 2025 L0015055819Notice Number:
FEIN: **-***8414
Case ID: 18740722

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
DC STRATEGIC VALUE PROPERTY INVESTOR I LLC
24 W 25TH ST FL 11
NEW YORK NY 10010-2723

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

COPY
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: October 16, 2025

Agency Budget: Department of General Services (AM0)
Occupying Agency: Public Service Commission (DH0)

Ward 5

Funds Needed: FY 2026: $1,511,550.35
Purpose: Funding is needed for a Lease renewal at 1325 G Street NW.
Certification: This is to state that funding in the amount of $1,511,550.35 for FY 2026 is included
in the District’s Budget and Financial Plan that is pending approval from Congress
and it will not unbalance the budget. $ 1,987,808.90 for FY 2027 is subject to
approval in the District’s Budget and Financial Plan.

Cost of Obligation FY 2026: $1,511,550.35
Cost of Obligation FY 2027: $1,987,808.90

Term: 12 Years 8 months 8 Days

_______________________________________ _______________________________
Antoinette Hudson Beckham Date

Cc: Angelique Rice, Associate Chief Financial Officer, GOC

October 17, 2025
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

________________________________________________________________________________________________

3924 Minnesota Avenue, 6th Floor, Washington, DC 20019 • Telephone (202) 727-2800
1

Office of the General Counsel

MEMORANDUM

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

THROUGH: Xavier Beltran
General Counsel, Department of General Services

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

SUBJECT: Legal Sufficiency Certification for Proposed In-Lease Agreement by and
between the District and DC Strategic Value Property Investor I LLC for
premises at 1325 G Street, NW, Washington, DC (the “Lease”)

DATE: October 14, 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

EXECUTION VERSION
PAGE 1 OF 67
1325 G Street, NW
IN-LEASE AGREEMENT
THIS IN-LEASE AGREEMENT (this “ Lease”) is made and entered into on
___________ ____, 2025 (the “ Execution Date”), to be effective as of December 22, 2025 (the
“Lease Commencement Date”), by and between DC STRATEGIC VALUE PROPERTY
INVESTOR I LLC, a Delaware limited liability company (as further defined below,
“Landlord”), and the DISTRICT OF COLUMBIA, a municipal corporation, by and through
its Department of General Services (as further defined below, the “District”). Landlord and
the District are each referred to hereinafter as a “Party” and collectively referred to as the
“Parties”.
W I T N E S S E T H :
WHEREAS, Landlord owns a certain parcel of real estate located at 1325 G Street, NW,
as more particularly described on “Exhibit A”, attached hereto and made a part hereof
(the “Land”), including the improvements located thereon (the “Building”);
WHEREAS, Landlord wishes to lease to the District, and the District wishes to lease
from Landlord, the entire 8 th floor space and a portion of the 10 th floor of the Building
consisting of 38,677 rentable square feet (“RSF”), which is comprised of 32,138 RSF on the 8 th
floor and 6,539 RSF on the 10 th floor, in accordance with the BOMA Measurement Standard, as
more particularly depicted on “Exhibit B ”, attached hereto and made a part hereof ( the
“Premises”), on the terms and conditions set forth below; and
WHEREAS, these recitals and all exhibits attached hereto are hereby incorporated
into this Lease and made a part hereof.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Landlord and The District agree as follows:
DEFINITIONS AND STANDARD PROVISIONS
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 Expenses
§ 8 Alterations; Delivery Date
§ 9 Maintenance and Repairs
§ 10 Signs
§ 11 Service and Utilities
EXECUTION VERSION
PAGE 2 OF 67
1325 G Street, NW
§ 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

Exhibits:

Exhibit A – Legal Description of Land
Exhibit B – Floor Plan of Premises
Exhibit C – Depiction of Reserved Spaces
Exhibit D – [Intentionally Deleted]
Exhibit E –Schedule of Net Rental
Exhibit F – Form of SNDA
Exhibit G – Form of Estoppel Certificate
Exhibit H – Janitorial Specifications
Exhibit I – Title 29 Code of Federal Regulations

DEFINITIONS:

“Additional Rent” means all sums other than Annual Rental, or the components thereof, payable
by the District to Landlord under this Lease , including without limitation Tax Increases and
Operating Cost Increases.
“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, stored
property or equipment.
“Annual Rental” means the total annual amount of Net Rental (including escalations thereof),
Initial Operating Costs, and Initial Real Estate Taxes due under this Lease during the Initial Lease
Term. The Annual Rental per RSF of the Premises for the initial Lease Year of the Initial Lease
Term is $49.88.

“Anti-Deficiency Acts” is defined in Section 26.1(a) hereof.
EXECUTION VERSION
PAGE 3 OF 67
1325 G Street, NW
“Base Building Conditions” means the roof, floor slab, exterior walls, structural portions of the
Premises, and any utility lines located outside the Building up to the point of entry into the
Premises.
“Building” is defined in the Recitals above.
“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-
1996) 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 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.
“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 all 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 when the Government of the District of Columbia is officially
closed for business.
“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 C PI 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.
“CFRAA” means t he 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.
“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 1 9-21, 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
EXECUTION VERSION
PAGE 4 OF 67
1325 G Street, NW
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 Default” is defined in Section 18.1(a) hereof.
“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 Notice Address” is:
Government of the District of Columbia
Department of General Services
3924 Minnesota Avenue, NE, 6th Floor
Washington, D.C. 20019
Attention: Director

e-mail 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
Attention: General Counsel

e-mail address: xavier.beltran@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

e-mail address: david.fisher@dc.gov

“District’s Proportionate Share” means the percentage that the total rentable square feet of the
EXECUTION VERSION
PAGE 5 OF 67
1325 G Street, NW
Premises bears to the total rentable square feet in the Building. The District’s Proportionate Share
is 12.57%. 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 without 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 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 this
Lease. Any such reduction in the District’s Proportionate Share shall be set forth on an amendment
to this Lease.
“Emergency Condition” is defined in Section 13.1 hereof.
“Environmental Default ” means an environmental condition constituting a violation of
Environmental Law requiring responsive action.
“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.; the 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, environmental 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 hereafter 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.
“Force Majeure Event ” means any of the following that directly cause any of a 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
United Nations Security Council); insurrection; riot; a general shortage of labor, equipment,
EXECUTION VERSION
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. Notwithstanding the foregoing, neither Party will have the right
to claim that a Force Majeure Event resulted in a delay in performance or failure to perform if (a)
the cause of such Force Majeure Event was known or should have been known, and (b) it would
have
been commercially reasonable to proceed in such a manner so as to avoid such 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 ignitability,
corrosivity, reactivity, carcinogenicity, 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”
is defined in Section 5.1 of this Lease, but does not include any Extension
Term, if applicable, which 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 within the definition of “Real Estate Taxes” below.
“Interruption” means any event or condition that is not caused by District Negligence which
causes the Premises or a portion thereof to be untenantable, inaccessible, or otherwise unfit for
occupancy or 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 Premises security; (b) if the Premises are 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 Premises as
required by any Laws; and (d) an Environmental Default.
“Land” is defined in the Recitals above.
“Landlord” means DC STRATEGIC VALUE PROPERTY INVESTOR I LLC, a
Delaware limited liability company, and its successors and permitted assigns.
“Landlord Default” is defined in Section 18.2(a) hereof.
PAGE 6 OF 67
1325 G Street, NW
EXECUTION VERSION
“Landlord’s Notice Address” is
DC Strategic Value Property Investor I LLC
c/o Farm View Ventures LLC
94 Sayres Path
Wainscott, NY 11975
Attention: John Wolf
E-mail address: john.wolf@farmviewventuresre.com
with a copy to:
Dentons US LLP
1200 K Street, NW
Washington, DC 20006
Attention: Kim Pagotto
E-mail address: kim.pagotto@dentons.com
“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.
“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 Term” or “Term” means the Initial Lease Term, as may be extende d by the Extension
Term, in all events subject to Section 26.1 hereof.
“Lease Year” means a period of twelve (12) consecutive months commencing on the Lease
Commencement Date, and each successive twelve (12) month period thereafter until the Lease
Term ends. As the Lease Commencement Date occurs on a day other than the first of a month,
the first Lease Year of the Initial Lease Term shall begin on the Lease Commencement Date and
end on December 31, 2026 . 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 monthly and annual amounts of which being calculated based upon the RSF of the
Premises. The Net Rental applicable to the initial Lease Year of the Initial Lease Term shall be
$32.24. The
Net Rental component of Annual Rental shall escalate as set forth in Section 7.2
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hereof 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 total cost to perform Landlord’s obligations under this Lease.
Operating Costs shall include the following: janitorial, dumpsters and garbage and recycling
hauling; landscaping; pest control; snow removal; Building security; parking lot cleaning and
restriping; fire monitoring; storm water fees; phon e, cable, internet, electricity, water, gas or any
other utilities; and Landlord’s cost for insurance required under this Lease . Landlord’s total cost
to perform Landlord’s obligations under this Lease for the initial Lease Year of the Initial Lease
Term (“Initial Operating Costs”) shall be $11.34 (monthly and annual amounts of which being
calculated based upon the RSF of the Premises). Initial Operating Costs are subject to escalation
pursuant to Section 7.6 hereof during the Initial Lease Term.
“Parking Facility” means the parking garage, parking lot, or parking facility serving the Premises.
“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 primarily office and any other any lawful use of the Premises consistent
with the operation of a comparable office building in Washington, DC (containing comparable
base building conditions and of similar size, location, use and quality to the Building), and for no
other purpose; provided, however, that except as otherwise agreed upon by Landlord in writing,
which approval may be granted or withheld by Landlord in Landlord's sole and absolute discretion,
no portion of the Premises shall be used (i) to provide clinical one-stop or clinical walk-in services,
(ii) as clinical space for medical, psychiatric or dental treatment (including, without limitation,
marijuana or cannabis product dispensaries, methadone clinics, and needle exchanges) , (iii) as
laboratory space, (iv) for the in-person provision of services for the legal protection of minors, or
(v) for any uses substantially the same as the foregoing. Notwithstanding the foregoing, Landlord
(x) acknowledges that the Premises has been used under the Prior Lease for hearings of the District
of Columbia’s Public Service Commission (“ PSC”) and that such use will continue under this
Lease, and (y) agrees that the Permitted Use shall include use for PSC hearings.
“Premises” is defined in the Recitals. The live floor load for the Premises is 20 psi dead / 80 psi
live pounds per square foot.
“Prior Lease” means, collectively, that certain Award of In Lease, by and between Behringer
Harvard 1325 G Street LLC, a predecessor-in-interest to Landlord, and the District, with a Lease
Commencement Date of July 29, 2014, as amended by that certain First Amendment to Award of
In Lease, by and between GSTDC 72 Owner, LLC, a predecessor-in-interest to Landlord, and the
District, with a First Amendment Effective Date of December 23, 2015, that certain Second
Amendment to Award of In Lease, by and between 64 DCGST Owner, LLC, a predecessor -in-
interest to Landlord, and the District, with a Second Amendment Effective Date of February 26,
2020; and that certain Third Amendment to Award of In Lease by and between 64 DCGST Owner,
LLC, a predecessor-in-interest to Landlord, and the District, with a Third Amendment Effective
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Date of June 1, 2022.
“Property” means the Building and Land.
“Real Estate Taxes” is defined in Section 7.5(c) hereof. The District’s Proportionate Share of the
Building’s total Real Estate Taxes for the initial Lease Year of the Initial Lease Term (the “Initial
Real Estate Taxes”) shall be $6.30.
“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, office rs, trustees, members
and representatives of any of them).
STANDARD PROVISIONS:
1. PREMISES
1.1 The Parties acknowledge and agree that, as of the Lease Commencement Date, the
Prior Lease is (a) terminated and replaced by this Lease, and (b) of no further force or effect except
as to any liabilities and obligations which accrued under the Prior Lease prior to the Lease
Commencement Date. For the avoidance of doubt, the District shall have no continuing liability
under (or associated with the early termination of) the Prior Lease for the principal amount of, or
any accelerated or continuing amortiz ation payments pertaining to, any tenant improvement
allowances provided to the District under the Prior Lease which have not fully amortized as of the
early termination of the Prior Lease, if any. The Parties agree that in connection with the early
termination of the Prior Lease (a) the District may surrender, and Landlord shall accept, the
premises leased under the Prior Lease in its then “AS -IS”, “WHERE-IS” condition, and (b) the
District shall have no obligation to vacate any portion of such premises a nd shall continue to
occupy such premises (being the same space as the Premises) under this Lease, subject to the terms
hereof. The District hereby leases the Premises from Landlord and Landlord leases the Premises
to the District for the term and upon the conditions and covenants set forth in this Lease.
1.2 Landlord hereby grants to the District and its Agents, employees, licensees and
invitees the exclusive right to use the Premises and 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, employees, 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 hereby represents, warrants, and covenants that, as of the Lease
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 good working order and condition.
Landlord shall be responsible for complying with all Laws pertaining to the Building , Common
Areas, Base Building Conditions, and Building Structures and Syst ems, 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 Lease Commencement Date, subject to any Emergency Condition, Landlord
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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 Lea se
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 commerc ially reasonable efforts to minimize disruption to the
District’s operations during any such change, addition and/or work; 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, after the Lease Commencement Date, the
District elects to use the Premises in a way that necessitates 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 certification of the availability of appropriated funds for such purpose.
1.4 Subject to the terms and conditions of this Lease , 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 . The Parties acknowledge that the
Premises will initially be occupied by the PSC.
2. PARKING
2.1 Landlord has provided to the District under the Prior Lease and will continue to
provide during the Lease Term, 4 reserved spaces for use by government fleet vehicles and other
official governmental uses (each, a “Reserved Space”), as shown and depicted on “ Exhibit C”
attached hereto and made a part hereof , and a monthly parking permit for each such space (each,
a “Fee Permit”). Commencing as of the Lease Commencement Date, the District shall pay as
Additional Rent a “Parking Fee” in the monthly amount of $ 325.00 per Fee Permit, which shall
be paid in the same manner as Annual Rental, including in arrears. The Parking Fee shall be
subject to an annual escalation commencing at the beginning of the second Lease Year of the Initial
Lease Term of 2.5%. 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. Any additional Reserved Spaces shall be paid for by the District in the total monthly
amount of $620.00 per Reserved Space, which rate shall be subject to an annual escalation
commencing at the beginning of the second Lease Year of the Initial Lease Term of 2.5%.

2.2 Landlord has also provided to the District under the Prior Lease and will continue
to provide during the Lease Term, 22 unreserved parking spaces in the Parking Facility for use by
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employees and agents of the District (each, an “Employee Space ”, and the Employee Spaces
together with the Reserved Spaces, being the “Parking Spaces”), together with a monthly Fee
Permit for each such space at a monthly parking fee in the amount of $ 302.00 (the “Employee
Parking Fee”). The Employee Parking Fee shall be subject to an annual escalation commencing
at the beginning of the second Lease Year of the Initial Lease Term of 2.5%. There shall be no
Additional Rent due by, or any other charge to, the District for the Employee Spaces. Each
recipient of an Employee Space shall enter into a separate agreement with the Parking Facility
operator for the use of such Fee Permit and the pa yment therefor. Each such agreement shall
provide for a monthly parking fee at the then applicable Employee Parking Fee, 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. If the District’s employees do not elect
to utilize all 22 Employee Spaces on or before February 27, 2026, Landlord shall have no
obligation to continue to provide the unutilized Employee Spaces to the District’s employees:
provided, however, that Landlord shall use commercially reasonable efforts to cause the parking
operator to offer unused spaces to the District’s employees on a regular basis.

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 provision of this Lease shall govern.

3. USE OF PREMISES
3.1 The District shall use and occupy the Premises only for the Permitted Use. By
executing this Lease, Landlord acknowledges and pre -approves occupancy for such purposes 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 only 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 this 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 made by
the District. 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 8.5 of this
Lease. If any such Laws requires an occupancy or use permit or license for the Pre mises 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. 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.
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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, 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 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 Landlord in material compliance with
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 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 regarding an actual or threatened Environmental Default. Subj ect to the Anti-Deficiency
Acts, the District shall diligently cure any Environmental Default to the extent caused by D istrict
Negligence, in accordance with all Environmental Laws and 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 Lease 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 part y), provided that Landlord shall have no
obligation to perform such abatement, remediation or cure if Landlord’s insurance proceeds are
insufficient to effect such cure. In the event of an Environmental Default affecting an
Environmental Area not caused b y 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 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 as follows: (x) in the case of less than or equal to twenty five percent (25%)
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of the Premises being actually unusable as a result of the Environ mental Default, if the
Environmental Notice states that Landlord cannot cure the Environmental Default within 180 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 permits); (y) in the case of more
than twenty -five percent (25%) of the Premises being actually unusable as a result of the
Environmental Default, if the Environmental Notice states that Landlord cannot cure the
Environmental Default within 120 days from the date of issuance of all required governmental
permits; and (z) 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 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
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 Lease 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; and (iii) no rule discriminates against the District
in the enforcement or promulgation thereof. If any provision of this Lease conflicts with any
provision of any Building rule, such provision of this Lease shall govern.
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5. INITIAL LEASE TERM
The Initial Lease Term shall be the period commencing on the Lease Commencement Date
and expiring at 11:59 p.m. on August 31, 2038. The Initial Lease Term may be extended by any
properly exercised renewal or extension of the term of this Lease, including without limitation the
Extension Option.

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 15 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 . Within 30 calendar days of receiving Landlord’s notice, the District shall
deliver written notice to Landlord electing to exercise its Extension Option or notifying Landlord
that the District shall 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 fails to timely deliver its notice 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 District’s election)
from the end of such 90 day negotiation period.

7. ANNUAL RENTAL, REAL ESTATE TAXES, AND OPERATING EXPENSES
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.
7.2 Commencing on the first day of the second Lease Year of the Initial Lease Term
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 2.5 % of the Net Rental for the
immediately preceding Lease Year as set forth on the rent schedule attached hereto as “ Exhibit
E”.
7.3 As the Lease Commencement Date is not the first day of a month, the Annual Rental
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and any Additional Rent due from the Lease Commencement Date until December 31, 2026 shall
be prorated on a per diem basis based on the number of days in December, 2025, 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 January, 2026.
7.4 The District shall pay Annual Rental to Landlord, at the Landlord Payment
Address, by good check or other funds approved by Landlord from time to time, without setoff or
deduction (except as may be expressly permitted hereunder) or demand except as expressly
permitted under this Lease . The Annual Rental for any partial month during the term shall be
prorated on a per diem basis based on the actual number of calendar days in such month .
Landlord’s acceptance of any installment of Annual Rent 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, including 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 Protection , 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.

7.5 Real Estate Taxes.
(a) During the Lease Term, t he District shall pay to Landlord Real Estate Taxes
assessed against the Property and paid by Landlord each Lease Year as set forth below . During
the Initial Lease Term, the Initial Real Estate Taxes are to be paid by the District as a component
of Annual Rental. 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 Estate 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 Addition al 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, which 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
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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 th e 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 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 t he 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 property 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, includi ng 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, gift, franchise or license
fees/taxes; (E) hotel or business entity fees (unless such taxes or fees replace or su pplement the
current system of real property taxes in effect as of the date hereof); (F) any Real Estate Ta xes
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, Land 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 su pporting documentation). The District shall then deliver
written notice to Landlord as to which monthly payment of Annual Rental and Additional Rent it
elects the District Refund Abatement to be applied. Notwithstanding any provision in this Lease
to the contrary, the District Refund Abatement shall be in addition to any other abatement of rent
provided or permitted under this Lease.
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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 of the Initial Lease Term, and
the first day of each subsequent Lease Year thereafter during the Initial 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 prior to the Adjustment Date), and the denominator of which shall be the CPI as of 12
months prior to the Adjus tment 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 Lease Commencement Date) (as adjusted, the “ Operating Cost Increases ”); provided,
however, in no event shall such CPI -based increase exceed 6.0% 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. Promptly after the pu blication 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 a ble to calculate 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
7.7 Landlord Credit; Premises Refresh Allowance.
(a) Notwithstanding anything in this Section 7 to the contrary, Landlord hereby grants
to the District a rental abatement of Annual Rental payable hereunder in the total amount of
$4,096,086.99 (the “ Landlord Credit ”), which is comprised of (i) $3,887,892.99 (equal to
approximately 24 months of Annual Rental during the Initial Lease Term); and (ii) $208,193.99
(equal to 0.9% of the Lease value based on the Annual Rental over the Initial Lease Term). The
Landlord Credit shall be applied toward Annual Rental and Additional Rent commencing on the
first payment of Annual Rental following the Lease Commencement Date and continuing until the
Landlord Credit is exhausted.
(b) At any time during the 5th and 7th Lease Years of the Initial Lease Term, Landlord
shall provide to the District (i) an additional rental abatement of Annual Rental (the “Additional
Landlord Credit”) equal to approximately 6 months of the then current Annual Rental (i.e., if
taken during the 5 th Lease Year, the Additional Landlord Credit will be in an amount equal to
$1,093,012.02; if taken during the 6 th Lease Year, the Additional Landlord Credit will be in an
amount equal to $ 1,110,996.83; and if taken during the 7 th Lease Year, the Additional Landlord
Credit will be in an amount equal to $ 1,129,561.79); and (ii) a Premises improvement allowance
in the total amount of $386,770.00 (the “Midterm Refresh Allowance”). The Midterm Refresh
Allowance shall be non -restrictive and applied by the District towards refreshing the Premises
(hard and soft construction costs are included (e.g., paint and carpet, furniture, fixtures, equipment
or personal property)) by providing written notice to Landlord not earlier than the end of the 4th
Lease Year nor later than the end of the 6th Lease Year; provided that not less than nine (9) months
and not more than twelve (12) months prior to the expiration of the 6th Lease Year, Landlord shall
provide the District with written notice inquiring as to whether and how the District will elect to
utilize the Midterm Refresh Allowance. If Landlord fails to timely deliver such notice, then the
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District may elect to provide its notice to Landlord as to the application of the Midterm Refresh
Allowance after the 6th Lease Year so that the District is afforded no less than nine (9) months
and no more than twelve (12) months to determine whether and how to apply the Midterm Refresh
Allowance, and in such event, the Midterm Refresh Allowance may be applied by the District after
the 7th Lease Year. In no event shall any amount be due or payable by the District to Landlord in
connection with the amortiza tion or other repayment of the Premises Refresh Allowance.
Additionally, the District shall have the right to apply all or a portion of the Additional Landlord
Credit towards the costs of refreshing the Premises . Notwithstanding the foregoing, in the event
the entirety of the Midterm Refresh Allowance (and, if applicable the Additional Landlord Credit)
is not applied towards the refreshing of the Premises by the end of the 7th Lease Year, any unused
portion of the Midterm Refresh Allowance (and, if applicable the Additional Landlord Credit)
shall automatically be applied by Landlord to the next successive payments of Annual Rental and
Additional Rent due from the District under this Lease commencing with the first installment due
in the 8th Lease Year.
7.8 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. ALTERATIONS; DELIVERY DATE
8.1 After the Lease Commencement Date, 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 the 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 Alterations. 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 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 Alteration
requiring Landlord consent, the District shall not proceed with such Alteration until t he Parties
have agreed upon the scope of work and the cost therefor in writing, and the District has
represented in such writing that appropriated funds in the amount of such cost are available for
such Alteration, 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 availability 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 been 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
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any Alterations by the District unless caused by the negligence or willful misconduct of Landlord
or its Agents. 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 therewith. The District
acknowledges that any Alterations are accomplished for the District’s account, and, other than an
Alteration performed by Landlord for the District and subject to the terms and conditions of a work
agreement for such Alterations 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 co nstruction of any Alteration (other than a Landlord Performed Alteration ) shall be
solely the responsibility of the District.
8.2 If any Alterations 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, except
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 Landlord’s option (i) be deemed abandoned , or (ii) become
the property of Landlord to be surrendered with the Premises as a part thereof.
8.3 [Intentionally Deleted]
8.4 [Intentionally Deleted]
8.5 Premises Alterations. Notwithstanding any other provision of this Lease, any work
performed by Landlord or caused to be performed by Landlord under a construction contract in or
to the Premises (“Premises Work”) (whether or not on behalf of the District) shall be subject to
the Davis-Bacon Act (40 U.S.C. §§ 276a -276a-7) and Title 29 Code of Federal Regulations
(attached hereto as “ Exhibit I” and made a part hereof), as each may be amended from time to
time (the “DBA”). The Parties shall enter into an amendment to this Lease setting forth the terms
regarding any Premises Work, and a copy of the then current T itle 29 and the DBA wage rates
then in effect for Washington, D.C. (the “DBA Wage Rates”) shall be attached to and incorporated
in such amendment. 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 DBA Wage Rates in its contract and subcontracts. Landlord
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1325 G Street, NW
shall also cause 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 shall include or cause
the inclusion of the DBA Wage Rates and regulations compliance requirements within any
competitive request for proposal, bid or similar issuance for contractors and subcontractors . The
Premises Work contract and all su bcontracts 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 subcontractors and subcontracts shall apply to Premises Work subcontractors and
subcontracts of any tier.

Landlord shall deliver or cause the Premises Contractor to deliver by email to
PMDLeasePayrolls@dc.gov the following: (a) prior to the commencement of any Premises work,
a list of all general contractors and subcontractors to perform any Premises work, and ( b) a copy
of each construction contract and subcontract within 5 Business Days of execution thereof. In
addition, on a weekly basis, Landlord shall deliver or cause the Premises Contractor to deliver by
email to PMDLeasePayrolls@dc.gov the following: (i) a list of the general contractors and
subcontractors who have performed any Premises work 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 appl icable
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 subject 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 Common Areas, the Base Building Conditions and Building
Structures and Systems and the Building (including without limitation the Premises, any and all
elevators, hallways, stairways, bathrooms and HVAC sy stems at or serving the Premises or
Building), clean and in good operating condition and, promptly after becoming aware of any item
needing repair, Landlord shall make repairs thereto. Landlord warrants and covenants that the
Land, the Premises and the Building, Common Areas, Building Structures and Systems and Base
Building Conditions, including without limitation any and all elevators, hallways, stairways,
bathrooms and HVAC systems at or serving the Premises or Building) shall be maintained in
accordance with all applicable Laws, and as is necessary or desirable to keep the same: (a) in good
condition and repair, (b) in a clean, safe and tenantable condition, and (c) otherwise in accordance
with all Laws and the requirements of th is Lease. 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 Lease
Commencement Date, subject to o rdinary wear and tear, Landlord’s repair and maintenance
obligations, and Section 16 . Any construction work as required by this Section 9.1 shall be
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1325 G Street, NW
performed to the extent commercially reasonable outside of Building Hours and on weekends,
recognizing that no such limitation shall apply in the event of a condition imminently endangering
the health or safety of the Building occupants or other persons or where such work will not
materially adversely affect District’s business operations in the Premises.
9.2 Except as otherwise provided in Section 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 comparable class A 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 ;
provided, however, that (i) Landlord’s obligations set forth in this Lease that are conditional upon
Landlord’s entry into the Premises shall be waived for the duration of any period Landlord’s access
to the Premises is restricted or denied by the District , and (ii) subject to Section 15.1 below,
Landlord shall have no liabilit y whatsoever for any damage to the Premises, persons, or the
District’s property that may result from the restrictions or denial of Landlord’s access to the
Premises in the case of an Emergency Condition. Landlord shall not be responsible for the actions
of any first responders or other third party emergency personnel.
9.5 The District’s financial obligations under this Section 9 are subject to Section 26.1
hereof.
10. SIGNS
Landlord has provided under the Prior Lease and shall , at its sole cost and expense,
continue to provide one Building standard directory strip in the Building’s main lobby, signage on
each floor of the Premises, and one Building standard suite entry signage 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 harm onious 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
Operating Costs accounted for in the Annual Rental and Operating Cost Increases during the Initial
Lease Term, meaning such items shall not be otherwise billed as Additional Rent:
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(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;
(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 comparable class A office buildings in Washington, D.C. of similar size, location, use, age
and quality. 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 Lease
Commencement Date;
(v) trash removal services from the Premises, Building, and Land, in compliance with
all applicable Laws; provided however, that the District shall separate its trash to facilitate such
compliance and shall otherwise comply with any rule and regulations that Landlord may
promulgate from time to time regarding separation of solid waste and recycling that do not violate
Section 4 or Section 26.1 hereof;
(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,
janitorial and cleaning services to the Premises in accordance with those services typically
provided by other landlords in comparable class A office buildings in Washington, D.C. after 5:00
p.m., Monday through Friday of each week , at a minimum to include the specifications set forth
on “Exhibit H”, attached hereto and made a part hereof (any additional specifications agreed upon
by the Parties being deemed “Additional Services” as set forth in Section 11.4 below);
(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 the
Landlord shall provide the labor involved for such installation and replacement at no cost to the
District;
(ix) The Parties acknowledge that Landlord provided 100 access cards for District
employee access to the Building and the applicable portions of the Premises under the Prior Lease.
Any additional devices shall not be at Landlord’s cost or expense. 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;
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1325 G Street, NW
(x) that the Building shall be professionally managed, operated and maintained and
services described in this Section 11 shall be provided reasonably consistent with the standards of
comparable class A office buildings (containing comparable Base Building Conditions and of
similar size, location, use and quality) 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;
(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 (in each case in amounts necessary for normal use of the Premises for general office use).
Landlord shall pay the cost for such utility services directly to the applicable utility providers.
11.2 At the District’s request by 5:00 p.m. on the preceding Business Day, Landlord
shall provide HVAC services, other than during Building Hours , at $75.00 per hour per floor
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 (2 nd) Lease Year by an amount equal to 2.5% 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 in
a writing signed by the Director after the District’s certification of the availability of appropriated
funds for such purpose (the “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 contr acts in excess of
$1,000,000.00 in any 12 -month period). If the District obtains an Additional Cost Approval
(including Council approval, if applicable), 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 mark-up or fee), in arrears, as Additional Rent with the next payment of
Annual Rental coming due and payable after Landlord has delivered such actual cost invoice to
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the District. If Landlord’s actual costs (including the permitted 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 previously
approved Additional Services Cost.
12. INTERRUPTION OF SERVICE
Upon any Interruption, the District shall be entitled to an abatement of Annual Rent and
Additional Rent on a per diem basis in the proportion which the affected area that the District does
not actually use bears to the total Premises. Such abatement shall begin on the third 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 continues for 10 consecutive 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 (or the next 10 Business Days if outreach to a third party that is
responsible for such Interruption is necessary, if not otherwise in Landlord’s control) 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 the District
shall have the right to terminate this Lease within thirty 30 calendar days of the expiration of such
5 or 10 Business Day period, as applicable. If the Interruption continues for one hundred twenty
(120) consecutive calendar days, then the District shall have the right to terminate this Lease by
written notice to Landlord at any time following the 120th 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 termination shall be deemed
revoked and of no further force and effect.
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 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
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the Building (including any Alterations 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
customarily required by institutional lenders and that permit insurance proceeds to be used by
Landlord for the repair and restoration of the Building (including any Alterations constituting
fixtures). In no event may any policy required hereunder include a self -insured retention.
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 Premises). Landlord may elect to carry such other additional
insurance or higher limits as it may elect in its sole discretion. Landlord shall (i) cause the “District
of Columbia, as its interests may appear” to be added as (x) a loss payee as to property insurance
for tenant improvements under the Prior Lease constituting fixtures, and (y) 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 reduction in insurance coverage below the amount required under this
Lease or 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 property, 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 agr ee to pay said increase subject to the District certifying the availability of
appropriated funds for such purpose.
14.3 Prior to the Lease Commencement Date, and subsequently on every anniversary of
the Lease Commencement Date or 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 the insurance coverage amounts and policies required
hereunder are in force with premiums paid. All insurance required hereunder shall be primary and
noncontributory 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 similar 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 Landlord hereunder . The District’s review or 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 or approval by the District 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
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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 shall 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. 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, subtenants or other occupants due to interruption of the District’s or any subtenant’s
or occupant’s business.
15. LIABILITY OF LANDLORD AND THE DISTRICT
15.1 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 Representatives 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 exemp lary, 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.
15.4 The District shall not be entitled to enforce the liability or obligation of Landlord
to perform or observe any obligations contained in this Lease by any action or proceeding against
any member, shareholder, partner, manager, director, officer, agent, affiliate, beneficiary, trustee
or employee of Landlord, or against any direct or indirect member shar eholder, partner or other
owner of any such member, shareholder, partner, manager, director, officer, agent, affiliate,
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beneficiary, or trustee of any of the foregoing (each, a “ Landlord Party ”), and no personal
judgment shall be sought or obtained against any such member, shareholder, partner, manager,
director, officer, agent, affiliate, beneficiary, trustee or employee; provided, however, the
foregoing limitation shall not apply to any claim arising under the False Claims Act or in the event
of the gross negligence or willful misconduct of a Landlord Party.
16. DAMAGE OR DESTRUCTION
16.1
(a) If the Premises or the Building are totally or partially damaged or destroyed (a
“Casualty”), then Landlord shall diligently repair and restore the Building and Premises; provided,
however, that notwithstanding anything to the contrary in this Lease, (i) the District shall have the
right 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 inacce ssible 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 60-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 270 days after the date of the Casualty (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 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 exercised 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
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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 available 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 (1/3) 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 authority and Annual Rental and any Additional Rent shall be apportioned as of such date.
If less than one-third (1/3) 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 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 (1/3)
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 termin ate 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 obligations 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.
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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 shall remain
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
7.4 hereof required for the District to process payments to Landlord) ; (ii) perform or observe any
non-monetary obligation of the District under this Lease (including, without limitation, any
violation of the Permitted Use) within the period provided for such performance, and if no express
period for performance is provided, then within 30 days from the date the District receives written
notice thereof from Landlord 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 the District shall not have committed a District Default if such fail ure is
of a type and nature that cannot reasonably be cured within such 30 -day period, s o long as the
District promptly commences the curing of such failure within such 30 -day period and thereafter
diligently pursue 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 the Anti-Deficiency Acts or any failure to obtain a certification of
the availability of appropriated funds in accordance with Section 26.1 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; or (ii) in the case of any other District Default, all remedies available at law or
in equity . In accordance with Section 26.1, any deficiency in Annual Rental or any financial
obligation of the District shall not 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 provided 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 provider 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 t o 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
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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 or statement on any check or letter accompanying a check for
payment of rent or other sums payable hereunder s hall be deemed an accord and satisfaction.
Landlord may accept the same without prejudice to Landlord’s 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 the 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 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 applicabl e 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 terminate this Lease
and pursue any other 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 30 days following 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 r easonably 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) the District shall have the discretion to terminate
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this Lease ; and (ii) Landlord may also be 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”), then in existence unless
and until Landlord delivers such an SNDA to the District. In 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 Lease 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 (“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 advan ce; (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 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
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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 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).
21. ASSIGNMENT AND SUBLEASE
The District shall not assign or transfer this Lease (or all or any of the District’s rights
hereunder or any interest therein) , or sublease, license, or permit anyone to use or occupy the
Premises or any part thereof, (i) without obtaining the prior written consent of Landlord, which
consent shall not be unreasonably withheld, conditioned or delayed, and (ii) for any use other than
the Permitted Use. Notwithstanding anything in this Lease to the contrary, the Parties hereby agree
that 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 ; provided, however, that
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 this Lease.
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 Annual Rental payable by the District hereunder shall be increased to
one hundred twenty-five percent (125%) of the Annual Rental payable by the District during the
month immediately preceding holdover, for the period of the first 9 months . If the holdover shall
continue after such 9 month period, then the Annual Rental shall be increased to 150% of the
Annual Rental payable by the District during the month immediately preceding holdover . Such
increased Annual 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 Annual Rental provided above; or (ii) evict the District. Under no circumstances
shall the District be liable to Landl ord 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 to
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
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23.1 The District acknowledges that neither Landlord nor 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 address 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 address 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 Property or confuse or mislead the public as
to any apparent connection or relationship between Landlord, the Property and the District.
23.3 Landlord hereby acknowledges and agrees that Landlord shall pay any commission
or fee, if any, due to Landlord’s broker, or any broker claiming under Landlord, under the terms
of a separate agreement between Landlord and any broker of Landlord (or broker claiming under
Landlord). In addition to any other indemnity 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 claims, liabilities, or demands for payment made by Landlord’s broker
or agent, or 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 ACT ION FILED IN ANY
COURT SITUATED IN THE JURISDICTION IN WHICH THE PROPERTY 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 sent to Landlord’s Notice Address or the District’s Notice Address (as
applicable), 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 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
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(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 may change Landlord’s Notice Address,
and the District may change the District’s Notice Address, by giving the other Party proper notice
in accordance with this Section . Notwithstanding the foregoing, notices required to be delivered
by Landlord under Section 7 hereof 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 provi sion 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 or neutral 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. 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
agent 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). 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.
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.
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24.11 Counterparts. This Lease may be executed in multipl e 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 thi s Lease, and only any liabilities of Landlord which have accrued prior to
such the 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 del ay 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 payment of An nual Rental or Additional Rent when due under this Lease,
unless otherwise specifically provided in this Lease.
24.16 Review; District’s 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.
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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 cons trued 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 contrac ts for goods and
services without following the procedures set forth in the Procurement Practices Reform Act of
2010, D.C. Official Code § 2-351.01, et seq., as may be amended from time to time, or any other
applicable procurement authority.
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.
25. ASBESTOS CERTIFICATION.
25.1 Certification. Landlord certifies that to the best of its 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 the best of its 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. The D.C. Office
of Occupational Safety and Health is authorized to conduct a visual inspection of the Building
(including areas not demised hereunder) at any time after the Lease Commencement Dat e 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.
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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 re ceipt 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 t o 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. Provided that the asbestos was not
placed in the Building by the District or its Agents, if the asbestos or the abatement action halts or
interferes with the District’s use of the Premises and in fact the District does not use the Premises
for more than 5 Business Days, then Annual Rental and any Additional Rent, in proportion to the
amount of space rendered unfit for occupancy and vacated, shall be abated beginning on the date
that the District ceases to use all or such portion of the Premises.
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.
(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 151 1-1519 (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 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
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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 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 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 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 levi ed 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 a mount has been appropriated by A ct of Congress
and is lawfully available.
26.2 Nondiscrimination in Facilities.
(a) Definition. As used in this Section 26.2, “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
26.2 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
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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 26.2 (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 e mployed 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 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 provisio ns of this
non-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
EXECUTION VERSION
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1325 G Street, NW
be provided by applicable law (including any applicable regulations 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 m ay 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 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 “ District 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 theret o. 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 District 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 wi th its terms; (iii) the person signing on the District’s behalf 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.
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1325 G Street, NW
(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 Columbi a 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 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
principals shall make a contribution to a prohibited recipient during a prohibited period.

[SIGNATURE PAGES AND EXHIBITS TO FOLLOW]
EXECUTION VERSION
IN WITNESS WHEREOF, LandlordandtheDistricthaveenteredintothisLeaseonthe
ExecutionDate,tobe effectiveasoftheLeaseCommencement Date,astheirfreeactand deedfor
theusesandpurposeshereincontained.
LANDLORD:
DC STRATEGIC VALUE PROPERTY
INVESTORI LLC,a Delawarelimitedliability
company iL
By:__Name:_| al
Title: Joragsey Mee Sa—
[LAST SIGNATURE PAGE AND EXHIBITS TO FOLLOW]
PAGE2OF@?13256Steet,NW
EXECUTION VERSION
PAGE 43 OF 67
1325 G Street, NW
TENANT:

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

By: ________________________________
Delano Hunter, Director

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

By: ______________________________
Assistant General Counsel

[EXHIBITS TO FOLLOW]
EXECUTION VERSION
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1325 G Street, NW
EXHIBIT A

Legal Description of Land

Lot Numbered Seventy -Nine (79) in Square Numbered Two Hundred Fifty -Two (252),
being a subdivision made by 1325 G Street Associates, a Limited Partnership, as per plat
thereof recorded in Liber 151 at Folio 16 in the Office of the Surveyor for the District of
Columbia.
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1325 G Street, NW
8th Floor – 32,138 RSF
10th Floor – 6,539 RSF
EXHIBIT B

Floor Plan of Premises

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EXHIBIT C

Depiction of Reserved Spaces

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EXHIBIT D

[Intentionally deleted]

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EXHIBIT E

Schedule of Net Rental

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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.

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1325 G Street, NW
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 th e 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 rights 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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1325 G Street, NW
4. Limitations on Lender Liability. If Lender forecloses on the Mortgage or otherwise
succeeds to the interest of Landlord, Lender shall recognize the leasehold estate of the
District under all of the terms, covenants and conditions of the Lease for the remaining
balance of the term and any renewals thereof or modifications thereto with the same force
and effect as if Lender were the original landlord under the Lease; provided, however, that
Lender shall not be: (a) liable for any act or omission of Landlord or any other prior lessor
which occurred prior to the time Lender purchased or acquired its interest under the Lease,
provided that the foregoing shall not relieve Lender as the new landlord under the Lease
(i) for obligations of Landlord under the Lease w hich are in the nature of on -going
obligations with respect to the Property, or (ii) from curing any on -going or continuing
defaults of Landlord or any other prior lessor which are not personal to such prior lessor;
or (b) bound by any payment of Annual Rental or any Additional Rent by the District made
more than one month in advance, or (c) bound by any material amendment or material
modification of the Lease without Lender’s prior written consent. Without limitation of
any of the foregoing, if Lender, by succeeding to the interest of Landlord under the Lease
should become obligated to perform the covenants of Landlord thereunder, then upon any
further transfer of Lender’s interest in the Lease, all such obligations which have not
accrued as of the date of such further transfer shall terminate as to Lender.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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
EXECUTION VERSION
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1325 G Street, NW
Agreement and the application of such provision to persons or circumstances other than
those as to which it is invalid or unenforceable shall not be affected thereby.

11. 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.

12. 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 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
District of Columbia laws and regulations applic able to Landlord and shall remain so for
the term of the Lease.

13. 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 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 Secti on 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.

14. 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
EXECUTION VERSION
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1325 G Street, NW
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 h as 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
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]
EXECUTION VERSION
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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]
EXECUTION VERSION
PAGE 55 OF 67
1325 G Street, NW
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: _____________________________

SIGNATURE PAGES AND SCHEDULE TO FOLLOW]
EXECUTION VERSION
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1325 G Street, NW
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:

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
PAGE 57 OF 67
1325 G Street, NW
SCHEDULE 1
(To SNDA)

Legal Description of Property

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

EXECUTION VERSION
PAGE 58 OF 67
1325 G Street, NW
EXHIBIT G

Form of District Estoppel Certificate

DISTRICT ESTOPPEL CERTIFICATE

_________________________
_________________________
_________________________

Re: District 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.

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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.
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]

EXECUTION VERSION
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1325 G Street, NW
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
PAGE 61 OF 67
1325 G Street, NW
SCHEDULE 1
(To District Estoppel)

Lease [, as Amended]

[To follow (separately paginated)]

EXECUTION VERSION
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EXHIBIT H

Janitorial Specifications

I. Routine Cleaning
Landlord shall, at a minimum, perform the following cleaning tasks daily:

A. Clean interior spaces (r ooms and offices). Landlord shall clean all
interior space to present a uniformly clean appearance, including, without limitation,
the following:

1. Ensure that all vertical and horizontal surfaces are free of dirt, dust
and debris; that glass surfaces shall be clean and free of smudges; that furniture
shall be free of obvious dust, dirt, and debris; that carpets will be free of obvious
spots and stains and shall be clean and free of dirt and debris;
2. Ensure that flooring requiring a finish is maintained at a high luster
and free of all marks, dirt and debris; and
3. Ensure that the wood paneling shall be free of soil substances, dust,
streaks, and spots.

B. Clean and disinfect restrooms, locker rooms, shower stalls, sinks and
utility areas. Landlord shall maintain all restrooms, locker rooms, shower stalls, sinks
and utility areas in a presentable and clean appearance, including, without limitation:

1. Ensure all fixtures are clean, shining in appearance, disinfected, and
bright with no obvious dust, stains, streaks, soil substances, rust, mold, mildew,
soap residues, mineral deposits, encrustation and organic materials;
2. Ensure all floors and walls, and grout are free of any dirt, debris,
dust, grime, bacteria, or finish buildup;
3. Maintain all partitions and walls to be free of dirt, graffiti, and dust;
4. Police restrooms at three -hour intervals, or as needed, per day to
prevent trash from accumulating (frequency shall be increased after special events,
such as meetings, hearings, large gathering s and press briefings), in the B uilding.
For example, wipe commode seats and sinks during policing to maintain a clean
appearance;
5. Waste receptacles and sanitary napkin containers shall be emptied
and disinfected with new bags inserted at least once daily;
6. Ensure that no sign of obvious dust, soil substances, or dirt is present
on the walls, mirrors, stalls, and metal surfaces;
7. Ensure walls, mirrors, stalls, and metal surfaces present a clean and
sanitized appearance and maintained odor free;
8. Clean and sanitize any unsanitary condition such as blood or blood
substances found in restrooms or elsewhere; and
9. Service all restrooms to maximum capacity. Dispenser stock of
paper supplies and hand soap remaining at the termination of the workday shall not
be removed and shall become the property of the District.

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C. Stock toilet supplies . Landlord shall ensure supply dispensers including
toilet seat covers, toilet tissue, towels and soap, are continuously maintained and
refilled throughout the day as necessary to meet the needs of the occupants, including,
without limitation, the following:

1. Supply quality paper products consistent wit h those commonly
maintained in C lass A buildings; the grade of products shall be subject to the
District’s reasonable approval throughout the Lease Term;
2. Stock all hand towels, soap, toilet tissues, toilet seat covers, sanitary
napkins and deodorant air fresheners on shelf in designated storage spaces in
quantities adequate to ensure sufficient supply between cleanings;
3. Stock on shelf at the work site at all times a minimum of ten percent
(10%) of all identified toilet supplies; and
4. Provide and install broken or missing soap dispensers within one (1)
Business Day of identifying the need.

D. Vacuum and spot clean carpet. Landlord shall maintain the carpet free of
spots, stains, chewing gum, tar, grease and litter and shall present a uniformly clean
appearance. There shall be no evidence of carpet fuzzing. Whenever the term carpet
or carpeting is used, it is intended to include wall-to-wall carpeting, carpet tile, as well
as room size rugs and area rugs. Landlord shall develop a plan for the phase -out of
equipment that does not, at a minimum, meet the following specifications:

1. Ensure that all vacuum cleaners used are HEPA filtration vacuum
units and meet the minimum requirements described in the Carpet and Rug Institute
(CRI) Green Label Program requirements and shall operate at a sound level of less
than 70 dBA;
2. Carpet extraction equipment shall meet at a minimum the Carpet and
Rug Institute Bronze Seal of Approval;
3. Powered floor maintenance equipment shall be equipped with
controls or other devices for capturing and collecting particulates and shall operate
at a sound level less than 70 dBA;
4. Propane-powered floor equipment shall include low -emission
engines certified by the California Air Resources Board under the Small Off-Road
Engines or Equipment (SORE) program, and shall be equipped with catalytic and
exhaust monitoring systems in addition to other requirements for floor equipment
set out in the section;
5. Current in-use propane-powered equipment may only be used when
the B uilding is unoccupied, and under conditions allowing for as much air
circulation and exchange as possible;
6. Powered scrubbing machines shall be equipped with a control
method for variable rate dispensing to optimize the use of cleaning fluids; and
7. Quarterly inspection and maintenance of janitorial equipment, as
defined by the equipment vendor and records results in a maintenance log.

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E. Clean and maintain corridors, lobbies and entrances . Landlord shall
maintain all corridors, lobbies and entrances in a clean appearance free from litter, dirt,
debris and discarded items, including, without limitation, the following:

1. Shampoo all carpeted corridors, lobbies and entrances at least once
(1) every three (3) months in order to maintain a clean appearance, or more
frequently as directed by the District;
2. Mop all tile and non -carpeted surfaces on a daily basis in order to
maintain a clean appearance, or more frequently as directed by the District; and
3. Maintain all entrances with no signs of liquid spillage, stains or
foreign matter. Walls and baseboards shall be free of water splashes and markings.
Metal surfaces shall be polished. Glass surfaces shall be clean and free of dirt,
grime, dust, streaks, watermarks, spots, and shall not be cloudy.

F. Clean and disinfect drinking fountains. Landlord shall sanitize and
maintain all drinking fountains to be free of watermarks, debris, or encrustation.

G. Clean stairwells and landings. Landlord shall maintain all stairwells and
landings free of dust, dirt, trash, debris, and discarded items, spillage and other
removable soil substances. Landlord shall maintain all carpeted stairwells and landings
free of obvious dust, dirt, trash, debris, and discarded items, gum, spots, and spillage.
H. Clean elevator cabs and surfaces . Landlord shall maintain all elevator
surfaces clean and free of obvious dust, dirt, smudges, soil substances, gum or other
foreign matter. Landlord shall maintain all metal surfaces free of obvious smears,
smudges, or soil substances. Landlord shall maintain all carpeted and hard floor
surfaces and elevator door tracks free of soil, obvious dust, dirt, trash, debris, and
discarded items, gum, spots, spillage and foreign substances.
I. Clean and maintain floor surfaces, including vinyl, wood and terrazzo,
marble, brick pavers, and concrete. Landlord shall maintain all floor surfaces free
from dust, dirt, trash, debris, discarded items, marks, scuff marks, gum, and foreign
matter. Floor surfaces including but not limited to wood, terrazzo, marble, and other
surfaces requiring a finish shall have a un iformly clean appearance without obvious
unsightly build-up. Landlord shall maintain all treated surfaces to be slip resistant.
Landlord shall use walk-off mats at all entrances during inclement weather.
J. Clean security booth(s), desks and counters. Landlord shall adhere to the
same requirements documented in “Clean interior spaces (rooms and offices)” above.
K. Clean snack bars, vending area, concession spaces, kitchens, dining
halls, pantries, seating areas, and brown bag rooms . Landlord shall adhere to the
same requirements as documented above in “Clean interior spaces (rooms and offices)”
and “Clean and disinfect restrooms…” to clean snack bars, vending areas concession
spaces, kitchens, dining halls, pantries, seating areas, and brown bag rooms.
Refrigerators in common areas shall be completely emptied and cleaned on the last
Friday of every month, or as designated by the District. Counters, exterior of vending
EXECUTION VERSION
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1325 G Street, NW
machines, and all appliances shall be maintained clean and free of spillages, spots,
smudges, or marks.
L. Clean exercise rooms and lounges . Landlord shall adhere to the same
requirements as documented above in “Clean interior spaces (rooms and offices)” and
“Clean and disinfect restrooms…” to clean exercise rooms and lounges.
M. Clean eating areas. Landlord shall adhere to the same requirements as
documented above in “ Clean interior spaces (r ooms and offices)” and “Clean and
disinfect restroom…” to clean eating areas.
N. Clean Interior Windows and Glass Surfaces and Interior and Exterior
Windows Eight Feet (8’) and Below From Ground Level . Landlord shall maintain
all window and glass door surfaces in a uniformly clean appearance. Landlord shall
clean surfaces on both sides of all interior and plate glass, including spandrel glass,
lobby glass, and vestibule doors. Window sashes, sills, woodwork/metalwork and
other glass surroundings shall be wiped free of drippings and marks. All glass surfaces
shall be maintained clean and free of dirt, dust, streaks, smudges and water spots.
O. Surface dusting . Landlord shall adhere to the same requirements as
documented a bove in “Clean interior spaces (r ooms and offices)” to maintain all
surfaces dust free. Surface dusting shall include vertical surfaces and venetian blinds.
P. Clean exterior designated smoking areas . Landlord shall police and
service designated smoking areas four to six times throughout the day or as needed to
present a generally clean appearance.
II. Special Cleaning Requirements
Landlord shall comply with any special cleaning requirements for designated areas of the
Premises requested by the District and agreed to by Landlord.

III. As Needed
Landlord shall provide the following related services on an as-needed basis:

A. Utility work/emergency janitorial requests . Landlord shall be
responsible to provide utility cleaning services , at no cost to the District, meaning
cleaning required as a result of Building Structures and Systems failure, failure of any
other equipment or systems for which Landlord is responsible under this Lease, or the
acts or omissions of Landlord or its Agents or subcontractors . In addition, Landlord
shall be responsible to provide special cleaning before, during and after special events.

IV. Quarterly
Landlord shall provide the following related services on a quarterly basis:

A. High dusting and cleaning beyond eight feet (8’). Landlord shall maintain
all surfaces free from all dust, lint, litter and soil, beyond seventy inches (70").
Landlord shall maintain all surfaces free from dirt, smudges and markings. Landlord
shall maintain ceiling free from cobwebs and loose dirt.
EXECUTION VERSION
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B. Steam clean shower areas. Landlord shall adhere to the same requirements
as documented above in “ Clean interior spaces (r ooms and offices)” and “Clean and
disinfect restrooms…” to steam clean shower areas. Landlord shall steam clean shower
areas with a pressure washer having sufficient PSI to remove imbedded dirt, scales,
and scum on a quarterly basis.

C. Treatment of hard floor surfaces (excluding Parking Facility). Landlord
shall strip and wax all hard surface floors on a quarterly basis or as directed otherwise
by the District.

V. Semi-Annual
Landlord shall provide the following related services on a semi-annual basis:

A. Shampoo carpets and rugs . Landlord shall shampoo and deep clean all
carpet and rugs, in addition to adherence to the “Vacuum and Spot Clean Carpet”
specifications above. The result shall be free of streaks, stains, odors, and spots and
have a bright uniform color.

B. Window washing (inside and outside). Landlord shall wash and clean
windows, inside and outside, utilizing a squeegee to prevent streaking.

C. Wash Venetian Blinds. Landlord shall clean and maintain all venetian
blinds including slats (both sides) and tape free of all dust, embedded dirt and cobwebs.
While vertical blinds may only be cleaned in place, Landlord may remove the venetian
blinds but shall re-hang them within two (2) business days.

VI. Annual
Landlord shall provide the following related services on an annual basis:

A. Strip, Seal, and Maintain Parking Facility Floors. Landlord shall strip
and seal, with two (2) coats of sealant, the Parking Facility floors. Landlord shall also
maintain the Parking Facility, performing repairs in the Parking Facility, to include but
not limited to painting, patching, concrete and masonry work.

B. Stripped and Refinished Floors. Landlord shall maintain all stripped and
refinished floors for maximum gloss and uniform sheen from wall to wall including
corners. Landlord shall present all refinished floors in a clean appearance free from
scuffmarks or dirt smears. Landlord shall relocate and return all equipment and
furnishings needing relocation during stripping and refinishing to their original
positions.

EXECUTION VERSION
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EXHIBIT I

Title 29 Code of Federal Regulations

[Attached; Separately Paginated]

§ 5.5 Contract provisions and related matters., 29 C.F.R. § 5.5
© 2025 Thomson Reuters. No claim to original U.S. Government Works. 1
Code of Federal Regulations
Title 29. Labor
Subtitle A. Office of the Secretary of Labor
Part 5. Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction
(Also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours
and Safety Standards Act) (Refs & Annos)
Subpart A. Davis–Bacon and Related Acts Provisions and Procedures (Refs & Annos)
29 C.F.R. § 5.5
§ 5.5 Contract provisions and related matters.
Currentness
(a) Required contract clauses. The Agency head will cause or require the contracting officer to require the contracting officer to
insert in full, or (for contracts covered by the Federal Acquisition Regulation (48 CFR chapter 1)) by reference, in any contract
in excess of $2,000 which is entered into for the actual construction, alteration and/or repair, including painting and decorating,
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 indicated), and which is subject to the labor
standards provisions of any of the laws referenced by § 5.1, the following clauses (or any modifications thereof to meet the
particular needs of the agency, Provided, That such modifications are first approved by the Department of Labor):
(1) Minimum wages—
(i) Wage rates and fringe benefits. All laborers and mechanics employed or working upon the site of the work (or otherwise
working in construction or development of the project under a development statute), 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 basic hourly 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 determination of the Secretary of Labor which is attached hereto and made a part
hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers
and mechanics. As provided in paragraphs (d) and (e) of this section, the appropriate wage determinations are effective by
operation of law even if they have not been attached to the contract. Contributions made or costs reasonably anticipated
for bona fide fringe benefits under the Davis–Bacon Act ( 40 U.S.C. 3141(2)(B)) on behalf of laborers or mechanics are
considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (a)(1)(v) of this section; also,
regular contributions 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 laborers and mechanics must be paid the appropriate wage rate and fringe benefits on the wage
determination for the classification(s) of work actually performed, without regard to skill, except as provided in paragraph
(a)(4) of this section. Laborers or mechanics performing work in more than one classification may be compensated at the
rate specified for each classification 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 determination (including
any additional classifications and wage rates conformed under paragraph (a)(1)(iii) of this section) and the Davis–Bacon
poster (WH–1321) must be posted at all times by the contractor and its subcontractors at the site of the work in a prominent
and accessible place where it can be easily seen by the workers.
§ 5.5 Contract provisions and related matters., 29 C.F.R. § 5.5
© 2025 Thomson Reuters. No claim to original U.S. Government Works. 2
(ii) Frequently recurring classifications.
(A) In addition to wage and fringe benefit rates that have been determined to be prevailing under the procedures
set forth in 29 CFR part 1, a wage determination may contain, pursuant to § 1.3(f), wage and fringe benefit rates
for classifications of laborers and mechanics for which conformance requests are regularly submitted pursuant to
paragraph (a)(1)(iii) of this section, provided that:
(1) The work performed by the classification is not performed by a classification in the wage determination for
which a prevailing wage rate has been determined;
(2) The classification is used in the area by the construction industry; and
(3) The wage rate for the classification bears a reasonable relationship to the prevailing wage rates contained
in the wage determination.
(B) The Administrator will establish wage rates for such classifications in accordance with paragraph (a)(1)(iii)(A)
(3) of this section. Work performed in such a classification must be paid at no less than the wage and fringe benefit
rate listed on the wage determination for such classification.
(iii) Conformance.
(A) The contracting officer must 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 be classified in conformance with the wage
determination. Conformance of an additional classification and wage rate and fringe benefits is appropriate only when
the following criteria have been met:
(1) The work to be performed by the classification requested is not performed by a classification in the wage
determination; and
(2) The classification is used 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 determination.
(B) The conformance process may not be used to split, subdivide, or otherwise avoid application of classifications
listed in the wage determination.
(C) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their
representatives, and the contracting officer agree on the classification and wage rate (including the amount designated
§ 5.5 Contract provisions and related matters., 29 C.F.R. § 5.5
© 2025 Thomson Reuters. No claim to original U.S. Government Works. 3
for fringe benefits where appropriate), a report of the action taken will be sent by the contracting officer by email to
DBAconformance@dol.gov. The Administrator, or an authorized representative, will approve, modify, or disapprove
every additional classification action 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) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives,
and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated
for fringe benefits, where appropriate), the contracting officer will, by email to DBAconformance@dol.gov, refer
the questions, including the views of all interested parties and the recommendation of the contracting 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.
(E) The contracting officer must promptly notify the contractor of the action taken by the Wage and Hour
Division under paragraphs (a)(1)(iii)(C) and (D) of this section. The contractor must furnish a written copy of such
determination to each affected worker or it must be posted as a part of the wage determination. The wage rate
(including fringe benefits where appropriate) determined pursuant to paragraph (a)(1)(iii)(C) or (D) of this section
must be paid to all workers performing work in the classification under this contract from the first day on which work
is performed in the classification.
(iv) Fringe benefits not expressed as an hourly rate. 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 may either pay the
benefit as stated in the wage determination or may pay another bona fide fringe benefit or an hourly cash equivalent thereof.
(v) Unfunded plans. 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 mechanic the amount of any costs reasonably anticipated in providing bona fide
fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the
contractor, in accordance with the criteria set forth in § 5.28, that the applicable 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.
(vi) Interest. In the event of a failure to pay all or part of the wages required by the contract, the contractor will be required
to pay interest on any underpayment of wages.
(2) Withholding—
(i) Withholding requirements. The [write in name of Federal agency or the recipient of Federal assistance] may, upon its
own action, or must, upon written request of an authorized representative of the Department of Labor, withhold or cause to
be withheld from the contractor so much of the accrued payments or advances as may be considered necessary to satisfy
the liabilities of the prime contractor or any subcontractor for the full amount of wages and monetary relief, including
interest, required by the clauses set forth in paragraph (a) of this section for violations of this contract, or to satisfy any such
liabilities required by any other Federal contract, or federally assisted contract subject to Davis–Bacon labor standards,
that is held by the same prime contractor (as defined in § 5.2). The necessary funds may be withheld from the contractor
under this contract, any other Federal contract with the same prime contractor, or any other federally assisted contract that
§ 5.5 Contract provisions and related matters., 29 C.F.R. § 5.5
© 2025 Thomson Reuters. No claim to original U.S. Government Works. 4
is subject to Davis–Bacon labor standards requirements and is held by the same prime contractor, regardless of whether the
other contract was awarded or assisted by the same agency, and such funds may be used to satisfy the contractor liability
for which the funds were withheld. In the event of a contractor's failure to pay any laborer or mechanic, including any
apprentice or helper working on the site of the work (or otherwise working in construction or development of the project
under a development statute) all or part of the wages required by the contract, or upon the contractor's failure to submit
the required records as discussed in paragraph (a)(3)(iv) of this section, the [Agency] may on its own initiative and after
written notice to the contractor, sponsor, applicant, owner, or other entity, as the case may be, take such action as may be
necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased.
(ii) Priority to withheld funds. The Department has priority to funds withheld or to be withheld in accordance with paragraph
(a)(2)(i) or (b)(3)(i) of this section, or both, over claims to those funds by:
(A) A contractor's surety(ies), including without limitation performance bond sureties and payment bond sureties;
(B) A contracting agency for its reprocurement costs;
(C) A trustee(s) (either a court-appointed trustee or a U.S. trustee, or both) in bankruptcy of a contractor, or a
contractor's bankruptcy estate;
(D) A contractor's assignee(s);
(E) A contractor's successor(s); or
(F) A claim asserted under the Prompt Payment Act, 31 U.S.C. 3901–3907.
(3) Records and certified payrolls—
(i) Basic record requirements—
(A) Length of record retention. All regular payrolls and other basic records must be maintained by the contractor
and any subcontractor during the course of the work and preserved for all laborers and mechanics working at the site
of the work (or otherwise working in construction or development of the project under a development statute) for a
period of at least 3 years after all the work on the prime contract is completed.
(B) Information required. Such records must contain the name; Social Security number; last known address, telephone
number, and email address of each such worker; each worker's correct classification(s) of work actually performed;
hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash
equivalents thereof of the types described in 40 U.S.C. 3141(2)(B) of the Davis–Bacon Act); daily and weekly number
of hours actually worked in total and on each covered contract; deductions made; and actual wages paid.
§ 5.5 Contract provisions and related matters., 29 C.F.R. § 5.5
© 2025 Thomson Reuters. No claim to original U.S. Government Works. 5
(C) Additional records relating to fringe benefits. Whenever the Secretary of Labor has found under paragraph (a)(1)
(v) of this section that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in
providing benefits under a plan or program described in 40 U.S.C. 3141(2)(B) of the Davis–Bacon Act, the contractor
must maintain records which show that the commitment to provide such benefits is enforceable, that the plan or
program is financially responsible, and that the plan or program has been communicated in writing to the laborers or
mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits.
(D) Additional records relating to apprenticeship. Contractors with apprentices working under approved programs
must maintain written evidence of the registration of apprenticeship programs, the registration of the apprentices, and
the ratios and wage rates prescribed in the applicable programs.
(ii) Certified payroll requirements—
(A) Frequency and method of submission. The contractor or subcontractor must submit weekly, for each week in
which any DBA- or Related Acts-covered work is performed, certified payrolls to the [write in name of appropriate
Federal agency] if the agency is a party to the contract, but if the agency is not such a party, the contractor will
submit the certified payrolls to the applicant, sponsor, owner, or other entity, as the case may be, that maintains such
records, for transmission to the [write in name of agency]. The prime contractor is responsible for the submission of
all certified payrolls by all subcontractors. A contracting agency or prime contractor may permit or require contractors
to submit certified payrolls through an electronic system, as long as the electronic system requires a legally valid
electronic signature; the system allows the contractor, the contracting agency, and the Department of Labor to access
the certified payrolls upon request for at least 3 years after the work on the prime contract has been completed; and
the contracting agency or prime contractor permits other methods of submission in situations where the contractor is
unable or limited in its ability to use or access the electronic system.
(B) Information required. The certified payrolls submitted must set out accurately and completely all of the
information required to be maintained under paragraph (a)(3)(i)(B) of this section, except that full Social Security
numbers and last known addresses, telephone numbers, and email addresses must not be included on weekly
transmittals. Instead, the certified payrolls need only include an individually identifying number for each worker (e.g.,
the last four digits of the worker's Social Security number). The required weekly certified payroll information may
be submitted using Optional Form WH–347 or in any other format desired. Optional Form WH–347 is available for
this purpose from the Wage and Hour Division website at https://www.dol.gov/sites/dolgov/files/WHD/legacy/files/
wh347/.pdf or its successor website. It is not a violation of this section for a prime contractor to require a subcontractor
to provide full Social Security numbers and last known addresses, telephone numbers, and email addresses to the
prime contractor for its own records, without weekly submission by the subcontractor to the sponsoring government
agency (or the applicant, sponsor, owner, or other entity, as the case may be, that maintains such records).
(C) Statement of Compliance. Each certified payroll submitted must be accompanied by a “Statement of Compliance,”
signed by the contractor or subcontractor, or the contractor's or subcontractor's agent who pays or supervises the
payment of the persons working on the contract, and must certify the following:
(1) That the certified payroll for the payroll period contains the information required to be provided under
paragraph (a)(3)(ii) of this section, the appropriate information and basic records are being maintained under
paragraph (a)(3)(i) of this section, and such information and records are correct and complete;
§ 5.5 Contract provisions and related matters., 29 C.F.R. § 5.5
© 2025 Thomson Reuters. No claim to original U.S. Government Works. 6
(2) That each laborer or mechanic (including each helper and apprentice) working on the contract during the
payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that
no deductions have been made either directly or indirectly from the full wages earned, other than permissible
deductions as set forth in 29 CFR part 3; and
(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(s) of work actually performed, as specified in the applicable wage determination
incorporated into the contract.
(D) Use of Optional Form WH–347. The weekly submission of a properly executed certification set forth on the
reverse side of Optional Form WH–347 will satisfy the requirement for submission of the “Statement of Compliance”
required by paragraph (a)(3)(ii)(C) of this section.
(E) Signature. The signature by the contractor, subcontractor, or the contractor's or subcontractor's agent must be an
original handwritten signature or a legally valid electronic signature.
(F) Falsification. The falsification of any of the above certifications may subject the contractor or subcontractor to
civil or criminal prosecution under 18 U.S.C. 1001 and 31 U.S.C. 3729.
(G) Length of certified payroll retention. The contractor or subcontractor must preserve all certified payrolls during
the course of the work and for a period of 3 years after all the work on the prime contract is completed.
(iii) Contracts, subcontracts, and related documents. The contractor or subcontractor must maintain this contract or
subcontract and related documents including, without limitation, bids, proposals, amendments, modifications, and
extensions. The contractor or subcontractor must preserve these contracts, subcontracts, and related documents during the
course of the work and for a period of 3 years after all the work on the prime contract is completed.
(iv) Required disclosures and access—
(A) Required record disclosures and access to workers. The contractor or subcontractor must make the records
required under paragraphs (a)(3)(i) through (iii) of this section, and any other documents that the [write the name of
the agency] or the Department of Labor deems necessary to determine compliance with the labor standards provisions
of any of the applicable statutes referenced by § 5.1, available for inspection, copying, or transcription by authorized
representatives of the [write the name of the agency] or the Department of Labor, and must permit such representatives
to interview workers during working hours on the job.
(B) Sanctions for non-compliance with records and worker access requirements. If the contractor or subcontractor
fails to submit the required records or to make them available, or refuses to permit worker interviews during working
hours on the job, the Federal agency may, after written notice to the contractor, sponsor, applicant, owner, or other
entity, as the case may be, that maintains such records or that employs such workers, take such action as may be
necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to
§ 5.5 Contract provisions and related matters., 29 C.F.R. § 5.5
© 2025 Thomson Reuters. No claim to original U.S. Government Works. 7
submit the required records upon request or to make such records available, or to permit worker interviews during
working hours on the job, may be grounds for debarment action pursuant to § 5.12. In addition, any contractor or
other person that fails to submit the required records or make those records available to WHD within the time WHD
requests that the records be produced will be precluded from introducing as evidence in an administrative proceeding
under 29 CFR part 6 any of the required records that were not provided or made available to WHD. WHD will take
into consideration a reasonable request from the contractor or person for an extension of the time for submission of
records. WHD will determine the reasonableness of the request and may consider, among other things, the location
of the records and the volume of production.
(C) Required information disclosures. Contractors and subcontractors must maintain the full Social Security number
and last known address, telephone number, and email address of each covered worker, and must provide them upon
request to the [write in name of appropriate Federal agency] if the agency is a party to the contract, or to the Wage and
Hour Division of the Department of Labor. If the Federal agency is not such a party to the contract, the contractor,
subcontractor, or both, must, upon request, provide the full Social Security number and last known address, telephone
number, and email address of each covered worker to the applicant, sponsor, owner, or other entity, as the case may
be, that maintains such records, for transmission to the [write in name of agency], the contractor, or the Wage and
Hour Division of the Department of Labor for purposes of an investigation or other compliance action.
(4) Apprentices and equal employment opportunity—
(i) Apprentices—
(A) Rate of pay. Apprentices will be permitted to work at less than the predetermined rate for the work they perform
when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with
the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship (OA), or with a
State Apprenticeship Agency recognized by the OA. A person who is not individually registered in the program, but
who has been certified by the OA or a State Apprenticeship Agency (where appropriate) to be eligible for probationary
employment as an apprentice, will be permitted to work at less than the predetermined rate for the work they perform
in the first 90 days of probationary employment as an apprentice in such a program. In the event the OA or a State
Apprenticeship Agency recognized by the OA withdraws approval of an apprenticeship program, the contractor will
no longer be permitted to use apprentices at less than the applicable predetermined rate for the work performed until
an acceptable program is approved.
(B) Fringe benefits. Apprentices must be paid fringe benefits in accordance with the provisions of the apprenticeship
program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of
fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that
a different practice prevails for the applicable apprentice classification, fringe benefits must be paid in accordance
with that determination.
(C) Apprenticeship ratio. The allowable ratio of apprentices to journeyworkers on the job site in any craft classification
must not be greater than the ratio permitted to the contractor as to the entire work force under the registered program
or the ratio applicable to the locality of the project pursuant to paragraph (a)(4)(i)(D) of this section. Any worker
listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated in paragraph
(a)(4)(i)(A) of this section, must be paid not less than the applicable wage rate on the wage determination for the
classification of work actually performed. In addition, any apprentice performing work on the job site in excess of
§ 5.5 Contract provisions and related matters., 29 C.F.R. § 5.5
© 2025 Thomson Reuters. No claim to original U.S. Government Works. 8
the ratio permitted under this section must be paid not less than the applicable wage rate on the wage determination
for the work actually performed.
(D) Reciprocity of ratios and wage rates. Where a contractor is performing construction on a project in a locality
other than the locality in which its program is registered, the ratios and wage rates (expressed in percentages of the
journeyworker's hourly rate) applicable within the locality in which the construction is being performed must be
observed. If there is no applicable ratio or wage rate for the locality of the project, the ratio and wage rate specified
in the contractor's registered program must be observed.
(ii) Equal employment opportunity. The use of apprentices and journeyworkers under this part must be in conformity with
the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30.
(5) Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR part 3,
which are incorporated by reference in this contract.
(6) Subcontracts. The contractor or subcontractor must insert in any subcontracts the clauses contained in paragraphs
(a)(1) through (11) of this section, along with the applicable wage determination(s) and such other clauses or contract
modifications as the [write in the name of the Federal agency] may by appropriate instructions require, and a clause
requiring the subcontractors to include these clauses and wage determination(s) in any lower tier subcontracts. The prime
contractor is responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses
in this section. In the event of any violations of these clauses, the prime contractor and any subcontractor(s) responsible
will be liable for any unpaid wages and monetary relief, including interest from the date of the underpayment or loss, due
to any workers of lower-tier subcontractors, and may be subject to debarment, as appropriate.
(7) Contract termination: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of
the contract, and for debarment as a contractor and a subcontractor 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 standards 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 subcontractors) and the contracting agency, the U.S. Department of Labor, or the
employees or their representatives.
(10) Certification of eligibility.
(i) By entering into this contract, the contractor certifies that neither it nor any person or firm who has an interest in the
contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of 40 U.S.C. 3144(b) or §
5.12(a).
§ 5.5 Contract provisions and related matters., 29 C.F.R. § 5.5
© 2025 Thomson Reuters. No claim to original U.S. Government Works. 9
(ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract
by virtue of 40 U.S.C. 3144(b) or § 5.12(a).
(iii) The penalty for making false statements is prescribed in the U.S. Code, Title 18 Crimes and Criminal Procedure, 18
U.S.C. 1001.
(11) Anti-retaliation. It is unlawful for any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist,
harass, or in any other manner discriminate against, or to cause any person to discharge, demote, intimidate, threaten,
restrain, coerce, blacklist, harass, or in any other manner discriminate against, any worker or job applicant for:
(i) Notifying any contractor of any conduct which the worker reasonably believes constitutes a violation of the DBA,
Related Acts, this part, or 29 CFR part 1 or 3;
(ii) Filing any complaint, initiating or causing to be initiated any proceeding, or otherwise asserting or seeking to assert on
behalf of themselves or others any right or protection under the DBA, Related Acts, this part, or 29 CFR part 1 or 3;
(iii) Cooperating in any investigation or other compliance action, or testifying in any proceeding under the DBA, Related
Acts, this part, or 29 CFR part 1 or 3; or
(iv) Informing any other person about their rights under the DBA, Related Acts, this part, or 29 CFR part 1 or 3.
(b) Contract Work Hours and Safety Standards Act (CWHSSA). The Agency Head must cause or require the contracting officer
to insert the following clauses set forth in paragraphs (b)(1) through (5) of this section in full, or (for contracts covered by the
Federal Acquisition Regulation) by reference, in any contract in an amount in excess of $100,000 and subject to the overtime
provisions of the Contract Work Hours and Safety Standards Act. These clauses must be inserted in addition to the clauses
required by paragraph (a) of this section or 29 CFR 4.6 . As used in this paragraph (b), the terms “laborers and mechanics”
include watchpersons and guards.
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require
or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek
in which he or she is employed on such work to work in excess of forty hours in such workweek 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 workweek.
(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 contractor and any subcontractor responsible therefor shall be liable for the unpaid
wages and interest from the date of the underpayment. In addition, such contractor and subcontractor shall be liable to
the United States (in the case of work done under contract for the District of Columbia or a territory, to such District
or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual
laborer or mechanic, including watchpersons and guards, employed in violation of the clause set forth in paragraph (b)(1)
of this section, in the sum of $33 for each calendar day on which such individual was required or permitted to work in
§ 5.5 Contract provisions and related matters., 29 C.F.R. § 5.5
© 2025 Thomson Reuters. No claim to original U.S. Government Works. 10
excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth
in paragraph (b)(1).
(3) Withholding for unpaid wages and liquidated damages—
(i) Withholding process. The [write in the name of the Federal agency or the recipient of Federal assistance] may, upon
its own action, or must, upon written request of an authorized representative of the Department of Labor, withhold or
cause to be withheld from the contractor so much of the accrued payments or advances as may be considered necessary to
satisfy the liabilities of the prime contractor or any subcontractor for any unpaid wages; monetary relief, including interest;
and liquidated damages required by the clauses set forth in this paragraph (b) on this contract, any other Federal contract
with the same prime contractor, or any other federally assisted contract subject to the Contract Work Hours and Safety
Standards Act that is held by the same prime contractor (as defined in § 5.2). The necessary funds may be withheld from
the contractor under this contract, any other Federal contract with the same prime contractor, or any other federally assisted
contract that is subject to the Contract Work Hours and Safety Standards Act and is held by the same prime contractor,
regardless of whether the other contract was awarded or assisted by the same agency, and such funds may be used to satisfy
the contractor liability for which the funds were withheld.
(ii) Priority to withheld funds. The Department has priority to funds withheld or to be withheld in accordance with paragraph
(a)(2)(i) or (b)(3)(i) of this section, or both, over claims to those funds by:
(A) A contractor's surety(ies), including without limitation performance bond sureties and payment bond sureties;
(B) A contracting agency for its reprocurement costs;
(C) A trustee(s) (either a court-appointed trustee or a U.S. trustee, or both) in bankruptcy of a contractor, or a
contractor's bankruptcy estate;
(D) A contractor's assignee(s);
(E) A contractor's successor(s); or
(F) A claim asserted under the Prompt Payment Act, 31 U.S.C. 3901–3907.
(4) Subcontracts. The contractor or subcontractor must insert in any subcontracts the clauses set forth in paragraphs (b)(1)
through (5) of this section and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts.
The prime contractor is responsible for compliance by any subcontractor or lower tier subcontractor with the clauses
set forth in paragraphs (b)(1) through (5). In the event of any violations of these clauses, the prime contractor and any
subcontractor(s) responsible will be liable for any unpaid wages and monetary relief, including interest from the date of
the underpayment or loss, due to any workers of lower-tier subcontractors, and associated liquidated damages and may
be subject to debarment, as appropriate.
§ 5.5 Contract provisions and related matters., 29 C.F.R. § 5.5
© 2025 Thomson Reuters. No claim to original U.S. Government Works. 11
(5) Anti-retaliation. It is unlawful for any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist,
harass, or in any other manner discriminate against, or to cause any person to discharge, demote, intimidate, threaten,
restrain, coerce, blacklist, harass, or in any other manner discriminate against, any worker or job applicant for:
(i) Notifying any contractor of any conduct which the worker reasonably believes constitutes a violation of the Contract
Work Hours and Safety Standards Act (CWHSSA) or its implementing regulations in this part;
(ii) Filing any complaint, initiating or causing to be initiated any proceeding, or otherwise asserting or seeking to assert on
behalf of themselves or others any right or protection under CWHSSA or this part;
(iii) Cooperating in any investigation or other compliance action, or testifying in any proceeding under CWHSSA or this
part; or
(iv) Informing any other person about their rights under CWHSSA or this part.
(c) CWHSSA required records clause. In addition to the clauses contained in paragraph (b) of this section, in any contract subject
only to the Contract Work Hours and Safety Standards Act and not to any of the other laws referenced by § 5.1, the Agency
Head must cause or require the contracting officer to insert a clause requiring that the contractor or subcontractor must maintain
regular payrolls and other basic records during the course of the work and must preserve them for a period of 3 years after all
the work on the prime contract is completed for all laborers and mechanics, including guards and watchpersons, working on the
contract. Such records must contain the name; last known address, telephone number, and email address; and social security
number of each such worker; each worker's correct classification(s) of work actually performed; hourly rates of wages paid;
daily and weekly number of hours actually worked; deductions made; and actual wages paid. Further, the Agency Head must
cause or require the contracting officer to insert in any such contract a clause providing that the records to be maintained under
this paragraph must be made available by the contractor or subcontractor for inspection, copying, or transcription by authorized
representatives of the (write the name of agency) and the Department of Labor, and the contractor or subcontractor will permit
such representatives to interview workers during working hours on the job.
(d) Incorporation of contract clauses and wage determinations by reference. Although agencies are required to insert the contract
clauses set forth in this section, along with appropriate wage determinations, in full into covered contracts, and contractors and
subcontractors are required to insert them in any lower-tier subcontracts, the incorporation by reference of the required contract
clauses and appropriate wage determinations will be given the same force and effect as if they were inserted in full text.
(e) Incorporation by operation of law. The contract clauses set forth in this section (or their equivalent under the Federal
Acquisition Regulation), along with the correct wage determinations, will be considered to be a part of every prime contract
required by the applicable statutes referenced by § 5.1 to include such clauses, and will be effective by operation of law,
whether or not they are included or incorporated by reference into such contract, unless the Administrator grants a variance,
tolerance, or exemption from the application of this paragraph. Where the clauses and applicable wage determinations are
effective by operation of law under this paragraph, the prime contractor must be compensated for any resulting increase in
wages in accordance with applicable law.
(The information collection, recordkeeping, and reporting requirements contained in the following paragraphs of this section
were approved by the Office of Management and Budget:
§ 5.5 Contract provisions and related matters., 29 C.F.R. § 5.5
© 2025 Thomson Reuters. No claim to original U.S. Government Works. 12
Paragraph

OMB
Control No.

(a)(1)(ii)(B).....................................................................................................................................

1235-0023

(a)(1)(ii)(C).....................................................................................................................................

1235-0023

(a)(1)(iv).........................................................................................................................................

1235-0023

(a)(3)(i)...........................................................................................................................................

1235-0023

(a)(3)(ii)(A)....................................................................................................................................

1235-0023

........................................................................................................................................................

1235-0008

(c)...................................................................................................................................................

1235-0023

Credits
[29 FR 100, Jan. 4, 1964, as amended at 29 FR 13463, Sept. 30, 1964; 30 FR 13136, Oct. 15, 1965; 36 FR 19304, Oct. 2, 1971;
40 FR 30481, July 21, 1975; 41 FR 10063, March 9, 1976; 47 FR 145, Jan. 5, 1982; 51 FR 12265, April 9, 1986; 54 FR 4243,
Jan. 27, 1989; 55 FR 50150, Dec. 4, 1990; 57 FR 28776, June 26, 1992; 58 FR 58955, Nov. 5, 1993; 61 FR 40716, Aug. 5,
1996; 61 FR 68641, Dec. 30, 1996; 65 FR 69693, Nov. 20, 2000; 73 FR 77511, Dec. 19, 2008; 74 FR 2862, Jan. 16, 2009; 81
FR 43450, July 1, 2016; 82 FR 2225, 2226, Jan. 9, 2017; 83 FR 12, Jan. 2, 2018; 84 FR 218, Jan. 23, 2019; 87 FR 2334, Jan.
14, 2022; 88 FR 2215, Jan. 13, 2023; 88 FR 57734, Aug. 23, 2023; 89 FR 1815, Jan. 11, 2024; 90 FR 1859, Jan. 10, 2025]
SOURCE: 48 FR 19541 , April 29, 1983; 51 FR 12265 , April 9, 1986; 61 FR 40716 , Aug. 5, 1996; 65 FR 80278 , Dec. 20,
2000; 73 FR 77511 , Dec. 19, 2008; 81 FR 43450 , July 1, 2016; 88 FR 2215 , Jan. 13, 2023; 88 FR 57731 , Aug. 23, 2023,
unless otherwise noted.
AUTHORITY: 5 U.S.C. 301; Reorganization Plan No. 14 of 1950, 5 U.S.C. appendix; 28 U.S.C. 2461 note; 40 U.S.C. 3141
et seq.; 40 U.S.C. 3145; 40 U.S.C. 3148; 40 U.S.C. 3701 et seq. ; Secretary's Order No. 01–2014, 79 FR 77527 ; and the laws
referenced by § 5.1(a).; 40 U.S.C. 276a–276a–7; 40 U.S.C. 276c; 40 U.S.C. 327–332; Reorganization Plan No. 14 of 1950, 5
U.S.C. Appendix; 5 U.S.C. 301; and the statutes listed in section 5.1(a) of this part.
Notes of Decisions (67)
Current through August 7, 2025, 90 FR 38209. Some sections may be more current. See credits for details.
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