Proposed Contact to in-lease agreement with Terreno V Street LLC

MURIEL BOWSER
MAYOR

April 1, 2026

The 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
amendment to an in-lease agreement with Terreno V Street LLC for an extension of the lease of
68,203 square feet of space located at 3535 V Street, NE. The leased premises will continue to be
occupied by the District of Columbia Board of Elections and District of Columbia Public Schools.

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.

Sincerely,

Muriel Bowser

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

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

COUNCIL REAL ESTATE CONTRACT SUMMARY

March 12, 2026

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

1. The name of the proposed lessor, lessee, grantor or other party to the proposed real estate
contract, the type of real estate contract, the source selection method, the primary term
of the real estate contract (if applicable), and the consideration to be paid by the District
Funding Certification:

Contract Party Name: Terreno V Street LLC, a Delaware limited liability
company (“Landlord”)
Type of Real Estate Contract: Amendment to I n-Lease Agreement (District is
tenant)
Location of Real Property: 3535 V Street, NE
Source Selection Method: Non-Competitive as to the Amendment
Primary Term (if applicable): Approximately 8 months remaining under existing
in-lease agreement. The proposed Amendment
would extend the primary term by 5 years and 1
month.

Consideration to be paid by District
for First Year under the Amendment
(December 1, 2026 through
November 30, 2027): $1,402,253.68
Certificate of Funding Amount
for Fiscal Year 2026: $0

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

Premises (68,203 Rentable Square Footage (“RSF”))
Components of
Annual Rental
$/RSF/YR Annual Total Annual Escalations after First
Lease Year
Net Rental $17.00 $1,159,451.00 3.5%
2

Initial Operating
Costs
$1.05 $71,613.15 CPI-based
Initial Real Estate
Taxes
$7.64 $171,189.53 Based on actual increases in Real
Estate Taxes
Total Annual
Rental
$20.56 $1,402,253.68 N/A

Parking (Additional
Rent)
N/A $68,744.28 3.5%

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

The proposed Amendment would extend the primary term under the existing i n-lease
agreement by 5 years and 1 month and provide the District with an option to extend the primary
term by 5 years. The annual rental for such extended 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 lease year of the extended term shall be equal
to the then fair market rental rate for comparable properties in the District of Columbia, as
determined by the Landlord and the District. The proposed Amendment does not provide for
an option to purchase the real property.

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

The following is provided under the existing in-lease agreement:

Street Address: 3535 V Street, NE
Parcel Number: Parcel 0173/0090 and Parcel 0173/0123
Total RSF of Building: 68,203 RSF
Total RSF of Premises: 68,203 RSF
Description of Improvements: The existing building is a 68,203 RSF warehouse/flex-office
building located on approximately 73,616 square feet of land. Under the Amendment, the
District of Columbia Board of Elections (“BOE”) and District of Columbia Public Schools
(“DCPS”) will continue to utilize 68,203 RSF of warehouse and flex office space. The
District will also continue to have use of the parking lot serving the building containing 25
parking spaces.

5. A description of the District’s specific real property need associated with the proposed
real estate contract and the selection process, including the number of offerors, the
evaluation criteria, and the evaluation results , including price, technical or quality, and
past performance components:

3

The existing in-lease agreement was deemed approved by Council on November 17, 2016
(CA21-0542). The Amendment resulted from a proposal from the Landlord requesting that the
District extend the primary term of the existing in-lease agreement in exchange for one month
of rent abatement and Landlord upgrades to the building bathrooms, carpeting and lighting.

By way of background, the building at 3535 V Street, NE primarily serves as storage for BOE
voting equipment and records retention. DCPS operates its police command center in the flex-
office space this site, which is strategically located to allow DCPS to efficiently serve all eight
wards.

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

In addition to the existing in-lease agreement, the Landlord and the District are parties to eight
other leases for warehouse space in the Landlord’s V Street industrial park . Based upon a
certification from the Landlord, the Landlord is not currently seeking any other contracts with
the District.

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

Terreno V Street LLC is a Delaware limited liability company and is the owner of 3535 V
Street, NE. The Landlord has no employees. The Landlord’s principals are: Blake Baird, Chief
Executive Office; Mike Coke, President; John Meyer, Chief Operating Officer; Jaime Cannon,
Chief Financial Officer; and Carson Goldman, Vice President . The Landlord has performed
satisfactorily under its existing in-lease agreements with the District.

8. Expected outcomes of the proposed real estate contract:

The execution of the proposed Amendment is expected to result in the continued use by BOE
and DCPS of the subject space for an additional 5 years and 1 month, and possibly an additional
5 years pursuant to the extension option described above.

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

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

10. ANC notice of the proposed real estate contract:

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

4

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

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

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

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

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

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

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

The proposed contract party is current with its District of Columbia taxes. As Landlord is
considered a “disregarded entity” for tax purposes, the name of its parent entity, Terreno Realty
Corporation, appears on the attached Citywide Clean Hands certificate.

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

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

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

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

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

5

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

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

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

1101 4th Street, SW
Washington, DC 20024
Date of Notice: February 26, 2026 L0016119864Notice Number:
FEIN: **-***2675
Case ID: 18862351

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
TERRENO REALTY CORPORATION
101 MONTGOMERY ST STE 20
SAN FRANCISCO CA 94104-4151

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: March 24, 2026

Agency Budget: Department of General Services (AM0)
Occupying Agency: Board of Elections & Ethics (DL0)
Public Schools (GA0)

Ward 5

Funds Needed: FY 2026 $0.00
FY 2027 $1,225,831.63
Purpose: Funding is needed for a lease amendment, which will extend the term of the Board
of Elections & Ethics and Public Schools use of warehouse/office space at 3535 V
Street, NE, by 5 years and 1 month.
Certification: This is to state that funding in the amount of $0 for FY2 026 is needed.
$1,225,831.63 for FY 2027 is subject to the approval of the District’s Budget and
Financial Plan.

Cost of Obligation FY 2026: $0.00
Cost of Obligation FY 2027: $1,225,831.63

Term: 5 Years 1 Month

_________________________ _________________________
Antoinette Hudson Beckham Date

Cc: Angelique Rice, Associate Chief Financial Officer, GOC

03.24.2026
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

________________________________________________________________________________________________

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

Office of the General Counsel

MEMORANDUM

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

THROUGH: Xavier Beltran
General Counsel, Department of General Services

FROM: Jennie O’Flanagan
Assistant General Counsel, Department of General Services

SUBJECT: Legal Sufficiency Certification for Proposed First Amendment to In -Lease
Agreement by and between the District and Terreno V Street LLC for
premises at 3535 V Street, NE, Washington, D.C. (the “Amendment”)

DATE: March 19, 2026

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

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

__________________________
Jennie O’Flanagan
Assistant General Counsel, Department of General Services

EXECUTION VERSION

Page 1 of 13

3535 V Street, NE – First Amendment to Award of In-Lease
FIRST AMENDMENT TO AWARD OF IN-LEASE

THIS FIRST AMENDMENT TO IN -LEASE (this “ First Amendment ”) is made and
entered into as of this ___ day of ________, 2026 (the “First Amendment Effective Date ”) by
and between the DISTRICT OF COLUMBIA, a municipal corporation, by and through its
Department of General Services (“Tenant” or the “District”), and TERRENO V STREET LLC,
a Delaware limited liability company (“Landlord”). Landlord and the District are each referred
to hereinafter as a “Party” and collectively referred to as the “Parties”.

W I T N E S S E T H :

WHEREAS, pursuant to that certain Award of In-Lease, by and between Landlord and the
District, with Lease Commenc ement Date of November 29, 2016 (the “Original Lease ”, and
together with this First Amendment, the “Lease”), the District leases from Landlord, and Landlord
leases to the District, those certain Premises located at 3535 V Street, NE, in Washington, D.C.,
as is more particularly set forth in the Original Lease; and
WHEREAS, the Parties desire to amend the terms of the Original Lease as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:

1. Incorporation of Recitals and Exhibits. The above recitals and any exhibits hereto
are incorporated in, and made a part of, this First Amendment.

2. Defined Terms . Capitalized terms used but not defined herein shall have the
meanings given to them in the Original Lease.

3. District Exercise of Option Right to Extend Initial Term. Pursuant to Section 6(a)
of DC DGS Form L -105 of the Original Lease, the District hereby exercises its Option Right to
extend the Initial Lease Term; provided, however, that the Extension Term shall be five (5) years
and one (1) month, beginning December 1, 2026 (the “Extension Term Commencement Date”)
and ending at 11:59 pm on December 31, 2031.

4. Additional Extension Term. The District shall have one additional Option Right to
extend the Lease for five (5) years, beginning January 1, 2032 and ending at 11:59 pm on
December 31, 2037 (the “Additional Extension Term”), which option the District may exercise
as set forth in Section 6 of DC DGS Form L -105 of the Original Lease ; provided, however, that
Section 6 of DC DGS Form L -105 is amended such that the phrase “(b) 100% of Net Rental
payable during the final Lease Year of the Initial Lease Term” is deleted and replaced by the phrase
“(b) 103.5% of the Net Rental payable during the final Lease Year of the Initial Lease Term”.

5. Annual Rental for Extension Term . The Annual Rental for the Extension Term
(“Extension Term Annual Rental”) shall be payable in equal monthly installments in arrears on
or before the 5 th day of the calendar month following the month in which such Annual Rental
EXECUTION VERSION

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3535 V Street, NE – First Amendment to Award of In-Lease
accrued, and the per RSF cost attributed to each component of the Extension Term Annual Rental
for the first Lease Year of the Extension Term (“Extension Term Annual Rental”) is as follows:

Extension Term Net Rental: $17.00
Extension Term Initial Operating Costs: $ 1.05
Extension Term Initial Real Estate Taxes: $ 2.51
Total Extension Term Initial Annual Rental: $20.56

For the avoidance of doubt, the Parties agree and acknowledge that there is no amortized
Tenant Improvement Allowance component of Annual Rental during the Extension Term.

6. Annual Escalation of Extension Term Net Rental and Operating Cost Increases.
Commencing on the first day of the 2nd Lease Year of the Extension Term and on the first day of
each subsequent Lease Year thereafter during the Extension Term: (a) the then current Net Rental
shall escalate by an amount equal to three and a half percent ( 3.5%) of the Net Rental for the
immediately preceding Lease Year as set forth on the rent schedule attached hereto as “Exhibit
A” (the “Rent Schedule”); and (b) Operating Cost Increases, if any, shall continue to be paid as
set forth in Section 7.6 of DC DGS Form L-105 of the Original Lease.

7. Real Estate Taxes. Section 7.5 of DC DGS Form L -105 of the Original Lease is
deleted in its entirety and replaced by the following:

“7.5 Real Estate Taxes.
(a) The District shall pay to Landlord Real Estate Taxes assessed against the
Property and paid by Landlord each Tax Year during the Lease Term as set forth below.
The Extension Term Initial Real Estate Taxes set forth in Section 5 of the First Amendment
are to be paid by the District as a component of Annual Rental during the Lease Term,
which amount is subject to adjustment based upon the actual real estate taxes as of the
Extension Term Rent Commencement Date (the “Extension Term Initial Real Estate
Taxes”). In the event that the total amount of Real Estate Taxes assessed against the
Property for a given Tax Year during the Lease Term exceeds the total amount for the
previous Tax Year or, with respect to the second Tax Year of the Extension Term, exceeds
the Extension Term 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 pr operty tax billing
cycle (each, a “Tax Statement”). Once the District has paid its second (2 nd) semi-annual
Tax Increase payment for a given Tax Year pursuant to the foregoing provisions, then the
total District’s Proportionate Share of the Tax Increase for such Tax Year shall be paid
during each subsequent Tax Year during the Lease Term as Additional Rent in equal
monthly installments (“Monthly Tax Increase Payments”). Landlord shall deliver to the
District on an annual basis, no later than September 30, written notice of the Monthly Tax
Increase Payments amount to be paid by the District as Additional Rent pursuant to the
EXECUTION VERSION

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3535 V Street, NE – First Amendment to Award of In-Lease
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 Incr ease
Payments amount does not include the Extension Term Initial Real Estate Taxes amount;
and (iii) the Monthly Tax Increase Payments amount may increase during the Lease Term
as a result of Tax Increases and may decrease as a result of decreases in Real Estate Taxes,
as reflected on the Tax Payments Notice delivered by Landlord annually. Notwithstanding
any provision in this Lease to the contrary, (x) Landlord shall not be permitted to charge
the District (and the District shall not be obligated to pay) for any Tax Increases for any
semi-annual District of Columbia real property tax bil ling cycle if Landlord fails to first
deliver to the District a Tax Statement by the date that is 60 days after the due date for
Landlord’s payment of real estate taxes under such semi-annual District of Columbia real
property tax billing cycle; and ( y) the District has no audit right with regard to Exten sion
Term 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 the Lease Term, Tax Increases shall be appropriately prorated
based upon the number of days in such partial Tax Year within the semi-annual District of
Columbia real property tax billing cycle.
(b) For the purposes of this Section 7.5, the term “Building” shall be deemed to
include the Land, the roof of the Building and any extensions therefrom, and, to the extent
that such elements exist, any balconies extending from the Building, and any driveways or
sidewalks.
(c) “Real Estate Taxes ” means: (i) all ad valorem real 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, includin g 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 supplement the current system of real property taxes in effect
as of the date hereof); (F) any Real Estate Taxes under a s eparate assessment; or (G) Real
EXECUTION VERSION

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3535 V Street, NE – First Amendment to Award of In-Lease
Estate Taxes resulting from a Tax I ncrease 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 sup porting
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.”
8. Rent Abatement of Annual Rental . Notwithstanding anything in Section 5 above
to the contrary, Landlord hereby grants to the District a rental abatement of Annual Rental payable
hereunder in the total amount of $116,854.47, which is equal to one (1) month of Annual Rental
for the first month of the Extension Term (the “Extension Term Landlord Credit”), which shall
be applied toward Annual Rental for the first month of the Extension Term.

9. Parking. Section 2.1 of DC DGS Form L -105 of the Original Lease is amended
such that, as of the Extension Term Commencement Date, the monthly amount of the Parking Fee
shall be $5,728.69, subject to an annual escalation commencing at the beginning of the second
Lease Year of the Extension Term of three and a half percent (3.5%).

10. Landlord Work. Landlord shall, at Landlord’s sole cost and expense, design,
construct, and perform, in a first class, good and workmanlike manner , and subject to District
approval of materials, fixtures, paint and carpet selections and the project schedule, the work set
forth in “Exhibit B”, attached hereto and made a part hereof (the “Landlord Work”).

11. Additional Services. Section 11.3 of DC DGS Form L -105 of the Original Lease
is amended such that the following is added after the last sentence of the Section: “Any Additional
Services work constituting construction, alteration or repair (including painting and decorating)
performed by Landlord under a third- party contract for over $2,000.00 shall be subject to the
Davis-Bacon Act (40 U.S.C. §§ 276a -276a-7) and Title 29 Code of Federal Regulations, as each
may be amended from time to time (the “ DBA”). In the event that Additi onal Services work is
subject to the DBA, the Parties shall enter into an amendment setting forth the Scope of Work, the
Additional Services Cost and the applicable DBA wage rates and reporting requirements . In
addition, if the Additional Services Cost exceeds $250,000.00, the Additional Services Cost shall
be subject to the requirements of D.C. Code Section 2-218.46, as may be amended from time to
time, regarding the use of Small Business Enterprises and Certified Business Enterprises (as such
are defined under D.C. Code Section 2-218.02).”

EXECUTION VERSION

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3535 V Street, NE – First Amendment to Award of In-Lease
12. Service of Notices. Section 25.2 of DC DGS Form L-105 of the Original Lease is
deleted in its entirety and replaced by the following:

“All notices or other communications required under this Lease shall be in writing and sent
to the addresses below , 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 (i) or (ii):

To the District:

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, notices required to be delivered by Landlord under Section 5, Section 6 and Section 7
above (including, without limitation, Tax Statements and notices regarding CPI changes
and Operating Cost Increases), with a copy to:

e-mail Address: DGSRent@dc.gov

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

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

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

EXECUTION VERSION

Page 6 of 13

3535 V Street, NE – First Amendment to Award of In-Lease

To Landlord:

Terreno V Street LLC
c/o Transwestern - PMA
6700 Rockledge Drive, Suite 500-A
Bethesda, MD 20817-1824
Attn: Loraine Johnson

e-mail address: Loraine.johnson@transwestern.com

with a copy to:

Terreno V Street LLC
c/o Terreno Realty Corporation
101 Montgomery Street, Suite 200
San Francisco, CA 94104
Attn: Carson Goldman

e-mail address: carson@terreno.com

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.”

13. Counterparts. This First Amendment may be executed in several counterparts each
of which shall constitute an original, but both of which together shall constitute one and the same
instrument. Execution and delivery of this First Amendment by electronic or 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.

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

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

EXECUTION VERSION

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3535 V Street, NE – First Amendment to Award of In-Lease
16. Absence of Interest . Landlord represents and warrants that no officer, agent,
employee, elected official or representative of the District of Columbia, including of the Council
of the District of Columbia, has received any payment or other consideration for the making of the
Lease, and that no such person has any interest, direct or indirect, in the Lease, or the proceeds
thereof or related thereto.

17. Authority. By executing this First Amendment, Landlord represents to the District
that: (i) it is authorized to enter into, execute and deliver this First Amendment and perform its
obligations hereunder; (ii) this First Amendment is effective and enforceable against Landlord in
accordance with its terms; (iii) the person signing on behalf of Landlord is duly authorized to
execute this First Amendment and thereby bind Landlord; (iv) no other signatures or approvals are
necessary in order to make all of the representations of Landlord contained in this Section true and
correct in all material respects; (v) Landlord is in good standing in the District of Columbia and
shall remain so for the term of the Lease; and (vi) Landlord is in compliance with all District of
Columbia laws and regulations applicable to Landlord, including but not limited to laws and
regulations pertaining to the District of Columbia Office of Tax and Revenue and the District of
Columbia Department of Employment Services, and shall remain so for the term of the Lease.

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

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

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

EXECUTION VERSION

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3535 V Street, NE – First Amendment to Award of In-Lease
21. The District’s Authority to Execute and Deliver this First Amendment. Landlord
acknowledges that the e xecution of this First Amendment by the District may be subject to
authorization by the Council of the District of Columbia pursuant to Section 451 of the District of
Columbia Home Rule Act (D.C. Official Code § 1-204.51 (2001)), as may be amended from time
to time.

22. Brokerage. Landlord acknowledges and agrees that Landlord shall pay any
commission or fee due to Landlord’s broker, if any, pursuant to a separate agreement . Landlord
shall indemnify, defend, and hold the District harmless from and against any damage, injury, loss
or claim relating to any broker, finder or agent claiming through or under Landlord with respect to
this Amendment. S avills, Inc. (“Savills”) is recognized as the exclusive broker representing the
District in this proposed transaction. Upon ful l execution and delivery to Landlord of this
Amendment, Landlord shall compensate Savills in an amount equal to three percent (3.0%) of the
total Net Rental over the Extension Term less the amount of the Landlord Credit set forth in Section
8 above, pursuant and subject to a separate brokerage agreement between Landlord and Savills.

23. Anti-Deficiency Limitations. The following limitations exist as to each and every
purported obligation of the District set forth in the Lease, whether or not expressly conditioned:

(a) Whether expressly or impliedly qualified or limited in any Section of the
Lease, the obligations of the District to fulfill any financial obligation pursuant to the Lease or any
subsequent agreement entered into pursuant to the Lease to which the District is a party (an “Other
Agreement”; and together with the Lease, any “ Applicable Agreement”), or referenced in any
Applicable Agreement, are and shall remain subject to the provisions of : (a) the federal Anti -
Deficiency Act, 31 U.S.C. §§ 1341- 1351 and 15 11-1519 (2004), and D.C. Official Code §§ 1 -
206.03(e) and 47- 105 (2012 Repl.); (b) the District of Columbia Anti -Deficiency Act, D.C.
Official Code §§ 47- 355.01 et seq. (2012 Repl. and 2014 Supp.) ((a) and (b) collectively, the
“Anti-Deficiency Acts”); and (c) § 446 of the District of Columbia Home Rule Act, D.C. Official
Code § 1-204.46 (2012 Repl.), as each may be amended from time to time and each to the extent
applicable to any Applicable Agreement. Pursuant to the Anti -Deficiency Acts, nothing in the
Lease shall create an obligation of the District in anticipation of an appropriation by the United
States Congress (“Congress”) for such purpose, and the District’s legal liability for the payment
of any financial obligation, including but not limit ed to any Annual Rental or Additional Rent,
under any Applicable Agreement shall not arise or obtain in advance of the lawful availability of
appropriated funds for the applicable fiscal year as approved by Congress and the District of
Columbia (references in this Section to “District of Columbia” shall mean the District of Columbia
as a sovereign entity, and not as a tenant under the Lease ). During the term of the Lease, the
District of Columbia agency authorized and delegated by the Mayor of the District of Columbia to
administer the Lease shall, for each corresponding District of Columbia fiscal period, include in
the then-current services funding level package a request sufficient to fund the District’s known
financial obligations under the Lease for such fiscal period. Landlord confirms that it has read and
familiarized itself with the Anti- Deficiency Acts and has full knowledge of such laws and the
impact on the District’s financial obligations hereunder.
(b) If no appropriation is made by the District of Columbia or Congress to pay
any financial obligation, including, but not limited to any rental components under any Applicable
EXECUTION VERSION

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3535 V Street, NE – First Amendment to Award of In-Lease
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 eve nt of a default
by the District under any Applicable Agreement.
(d) No Applicable Agreement shall constitute an indebtedness of the District of
Columbia nor shall it constitute an obligation for which the District of Columbia is obligated to
levy or pledge any form of taxation or for which the District of Columbia has 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.

[Signature Pages and Exhibits to Follow]
EXECUTION VERSION

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3535 V Street, NE – First Amendment to Award of In-Lease

IN WITNESS WHEREOF, Landlord and the District have executed this First Amendment
as of the First Amendment Effective Date.

LANDLORD:

TERRENO V STREET LLC,
a Delaware limited liability company

By: Terreno Realty Corporation,
a Maryland corporation,
its Manager

By: __________________________
Name: Carson Goldman
Title: Vice President

[District’s Signature Page and Exhibits to Follow]

EXECUTION VERSION

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3535 V Street, NE – First Amendment to Award of In-Lease

DISTRICT:

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

By: ________________________________
Name: Delano Hunter
Title: Director

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

By: _____________________________
Assistant General Counsel

[Exhibits to Follow]

EXECUTION VERSION

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3535 V Street, NE – First Amendment to Award of In-Lease
EXHIBIT A

Rent Schedule of Net Rental

EXECUTION VERSION

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3535 V Street, NE – First Amendment to Award of In-Lease
EXHIBIT B

Landlord Work
Landlord Work shall consist of:
1) Supervision, general conditions and clean up
2) Painting: Minor pointing up as needed, then painting of all walls in bathrooms near
auditorium and loading dock bathrooms.
3) Flooring: Demo existing carpet
 31 SY Furnish & install walk off mat (two entrances)
 1519 SY Furnish & install carpet tile
 200 SF Furnish & install VCT – bathrooms near auditorium and loading
dock bathrooms 3720 LF
 Furnish & install 4” vinyl cove base
 48 LF Furnish & install base in bathrooms near auditorium and loading
dock bathrooms
 Clean ceramic tiles in bathrooms near auditorium and loading dock
bathrooms
 Supply crates and dollies for tenant packing their supplies; remove and put
back furniture as needed
 Note: Samples furnished upon request
4) Toilet accessories: new toilet accessories as needed
5) Plumbing:
 7 EA Replace toilet
 8 EA Replace wall hung lavatory
6) Electrical: One for one replacement of existing lights with LED
50 EA Furnish & install high bay light fixture
13 EA Furnish & install 2x2 retrofit kit fixture
397 EA Furnish & install 2x4 retrofit kit fixture
2 EA Furnish & install 1x4 retrofit kit fixture
8 EA Furnish & install exit/emergency light fixture
87 EA Furnish & install low bay round light fixture

[One page depiction to follow, not paginated]
LOADING DOCK
BATHROOMS
BATHROOMS NEAR
AUDITORIUM
FIRST FLOOR