Proposed in-lease agreement with 2424 Evarts Partners LLC

MURIEL BOWSER
MAYOR
June 26, 2026
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 2424 Evarts Partners LLC to extend the lease of 48,620
square feet of warehouse and ancillary office space located at 2424 Evarts Street, NE. The leased
premises is occupied by the District of Columbia Department of Parks and Recreation.
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
1

COUNCIL REAL ESTATE CONTRACT SUMMARY

June 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:

Contract Party Name: 2424 Evarts Partners 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: 2424 Evarts Street, NE
Source Selection Method: Non-Competitive as to the Amendment
Primary Term (if applicable): Approximately 1 year and 11 months remaining with
an option to extend by 5 years under existing In-
Lease Agreement. The proposed Amendment would
extend the primary term by 13 years and 5 months.

Consideration to be paid by District
for First Year under the Amendment
(October 1, 2026 through
September 30, 2027): $0 ($ 1,598,625.60 for first year subject to rent
abatement)
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 for
the first Lease Year under the amendment and the scheduled escalations thereof:

Premises (48,620 Rentable Square Footage (“RSF”))
Components of
Annual Rental
$/RSF/YR Annual Total Annual Escalations after First
Lease Year
Net Rental $23.11 $1,123,608.20 2.5%
2

Initial Operating
Costs
$4.32 $210,038.40 CPI-based
Initial Real Estate
Taxes
$2.54 $123,494.80 Based on actual increases in Real
Estate Taxes
Tenant Improvement
Allowance
Amortization
$2.91 $141,484.20 N/A
Total Annual
Rental
$32.88 $1,598,625.60 N/A

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

The proposed Amendment would extend the primary term under the existing i n-lease
agreement by 13 years and 5 months. The District has one option to extend the primary term
by 5 years under the existing in-lease agreement which option would remain unchanged by the
proposed Amendment. The annual rental for such extended term cannot be determined at this
time, but is not anticipated to be equal to the a nnual rental during the primary term. This is
primarily due to the fact that the net rental rate for the first lease year of the extended term shall
be equal to the then fair market ren tal 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: 2424 Evarts Street, NE
Square/Lot Number: Square 4265 / Lot 0826
Total RSF of Building: 48,620 RSF
Total RSF of Premises: 48,620 RSF
Description of Improvements : The existing building is a 48,620 RSF office building
located on approximately 55,321 square feet of land. Under the Amendment, the
Department of Parks and Recreation (“D PR”) will continue to occupy 48,620 RSF of
warehouse and ancillary office space, and have use of the parking and outdoor storage areas
on the site.

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

The existing in- lease agreement, which was deemed approved by Council on November 5,
2016 (CA21-0535), was the result of a competitive process. Th e Amendment resulted from a
proposal from the Landlord requesting that the District extend the primary term of the existing
in-lease agreement in exchange for which the District would realize approximately $1.6 million
in rent abatement and obtain an approximately $1.0 million tenant improvement allowance to
improve the DPR premises. The building’s warehouse space and loading docks, and the large
outdoor parking and storage areas, accommodate DPR’s vehicles, stage craft and related
property. In addition, the site is centrally located providing excellent access to all eight wards.

In response to the Landlord’s proposal, DGS met with DPR regarding the Amendment terms.
DPR wishes to remain at this location and supports the Amendment.

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

Based upon a certification from Landlord, Landlord is not currently seeking and does not
currently hold 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:

2424 Evarts Partners LLC is a Delaware limited liability company and is the owner of 2424
Evarts Street, NE. The Landlord has no employees. The Landlord’s manager is Obiora Menkiti.
The Landlord has performed satisfactorily under the existing in-lease agreement.

8. Expected outcomes of the proposed real estate contract:

The execution of the proposed Amendment is expected to result in the continued occupancy
by DPR of the subject space for an additional 13 years and 5 months, with the possibility of an
additional 5 years pursuant to an extension option under the existing in-lease agreement.

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 DPR fulfilled under the Amendment.

10. ANC notice of the proposed real estate contract:

Not applicable, as DPR currently occupies the premises under an existing in-lease agreement.

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

4

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

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

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

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

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

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

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

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

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

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

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

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

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

18. The status of the proposed contract party as a certified local, small, or disadvantaged
business enterprise, as defined in subchapter IX-A of Chapter 2 of title § 2-218.01 et seq.:
5

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

1101 4th Street, SW
Washington, DC 20024
Date of Notice: May 26, 2026 L0016619050Notice Number:
FEIN: **-***1842
Case ID: 18994017

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
2424 EVARTS PARTNERS LLC
3401 8TH ST NE
WASHINGTON DC 20017-1747

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: 6/12/2026

Agency Budget: Department of General Services (AM0)
Occupying Agency: Department of Parks and Recreation (HA0)

Ward 5

Funds Needed: FY 2026 $0.00
Purpose: Funding is needed for a lease amendment, which will extend the term of the
lease agreement at 2424 Evarts Street, NE. The Department of Parks and
Recreation occupies office and warehouse space under the lease.
Certification: This is to state that funding in the amount of $0.00 is needed for FY 2026. Funding
in the amount of $0.00 is needed for FY 2027.

Cost of Obligation FY 2026: $0.00
Cost of Obligation FY 2027: $0.00

Term: 13 yrs and 5 months

_________________________ _________________________
Antoinette Hudson Beckham Date

Cc: Angelique Rice, Associate Chief Financial Officer, GOC

06.12.2026
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: Delano Hunter
Director, Department of General Services

THROUGH: Xavier Beltran
General Counsel, Department of General Services

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

SUBJECT: Legal Sufficiency Memorandum for Second Amendment to In-Lease
Agreement by and between the District and 2424 Evarts Partners LLC for
premises at 2424 Evarts Street, NE, Washington, D.C. (the “Amendment”; any
capitalized term used but not defined herein shall have the meaning given to
such term in the Amendment)

DATE: June 12, 2026

Description of Proposed Contract:

The District and 2424 Evarts Partners LLC (“Landlord”) are currently parties to a n In -Lease
Agreement dated November 7, 2016 (the “Base Lease”), which was deemed approved by Council
on November 5, 2016 (CA21-0535), as amended by a First Amendment to In-Lease Agreement
dated May 9, 2025 , which did not require Council approval pursuant to § 451 of the District of
Columbia Home Rule Act (the Base Lease, as amended, being the “Lease”). Pursuant to the Lease,
the District of Columbia Department of Parks and Recreation (“DHS”) occupies a building with
48,620 RSF of warehouse and ancillary office space, as well as an outdoor parking and storage
area, located at 2424 Evarts Street, NE, identified for real property assessment and taxation
purposes as Square 4265, Lot 0826. The proposed Amendment would extend the primary term of
the Lease by 13 years and 5 months from April 30, 2028 to September 30, 2041, while maintaining
one option to extend the term by an additional 5 years; provide $1.6 million in rent abatement; and
provide an approxima tely $1.0 million tenant improvement allowance to improve the D PR
premises.

Legal Review:

2

The United States Congress amended § 451 of the District of Columbia Home Rule Act by
requiring that no contract involving the expenditure of funds in excess of $1,000,000 in a 12-month
period be made “unless the Mayor submits the contract to the Council for its approval and the
Council approves the contract.” District of Columbia Financial Responsibility and Manage ment
Assistance Act of 1995 § 304(a), 109 Stat. 151, Pub. L. 104 -8 (April 17, 1995) (codified at D.C.
Official Code § 1-204.51(b) (2001)). A lease is a contract (see, e.g., Kline v. 1500 Massachusetts
Avenue Apartment Corp., 439 F.2d 477, 482 (D.C. Cir. 1970); Brown v. Hamilton, 601 A.2d 1074,
1078 (D.C. 1992); 49 Am. Jur. 2d LANDLORD AND TENANT § 19) . Therefore, a lease is
subject to the requirement set forth in § 451 of the District of Columbia Home Rule Act pertaining
to Council approval. The proposed Amendment exceeds $1,000,000 in a 12-month period and is
subject to the § 451 requirement of the District of Columbia Home Rule Act. Thus, Council review
and approval of the proposed Amendment is required under the District of Columbia Home Rule
Act in order for the District to execute the Amendment.

This office was asked to review the proposed Amendment for legal sufficiency. I have reviewed
and approved the proposed Amendment for legal sufficiency. Please be advised that my finding
that the proposed Amendment is legally sufficient is based upon DGS’ delegated statutory multi -
year leasing authority and contingent on a properly issued Funding Certification from DGS’
Agency Fiscal Officer, and premised on its submission to and approval by the Counc il of the
District of Columbia.

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

Page 1 of 41

2424 Evarts St. NE – Second Amendment to In-Lease Agreement
SECOND AMENDMENT TO IN-LEASE AGREEMENT

THIS SECOND AMENDMENT TO IN -LEASE AGREEMENT (this “ Second
Amendment”) is made and entered into as of this ___ day of ___________, 2026 (the
“Second 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 2424 EVARTS PARTNERS LLC, a Delaware limited liability
company (“Landlord”). Landlord and the District are each referred to hereinafter as a
“Party” and collectively referred to as the “Parties”.

W I T N E S S E T H:

WHEREAS, pursuant to that certain In -Lease Agreement, by and between
Landlord and the District, with a Lease Commencement Date of November 7, 2016 (the
“Base Lease”), as amended by that certain First Amendment to In-Lease Agreement dated
May 9, 2025 (the “First Amendment”; together with the Base Lease, being the “Original
Lease”; and the Original Lease as amended by this Second Amendment being the
“Lease”), the District leases from Landlord, and Landlord leases to the District, those
certain premises comprised of 48,620 rentable square feet (“RSF”) located at 2424 Evarts
Street, NE, 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 Second Amendment.

2. Defined Terms. Capitalized terms used but not defined herein shall have
the meanings given to them in the Original Lease. As of the Second Amendment Effective
Date, “Laws” means all applicable laws (including, without limitation, 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 and 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.

3. Extension of Initial Lease Term; New Lease Year.

(a) The Parties acknowledge that under the Original Lease the Initial Lease
Term expires at 11:59 p.m. on April 30, 2028. The Initial Lease Term is hereby amended
such that the Initial Lease Term shall expire at 11:59 p.m. on September 30, 2041, unless
EXECUTION VERSION

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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
sooner terminated in accordance with the terms of the Lease (the period from May 1, 2028
through September 30, 2041 being the “ Extended Initial Term ”). As of the Second
Amendment Effective Date, references in the Original Lease to “Initial Lease Term” shall
be deemed replaced with the “Extended Initial Term”. For the avoidance of doubt, Section
6 of the Base Lease remains in full force and effect, and, if the Option Right is exercised,
the Extension Term shall commence immediately following the Extended Initial Term.

(b) The Parties hereby agree and acknowledge that: (i) pursuant to the Original
Lease each Lease Year commences on May 1st and ends on April 30th; (ii) pursuant to this
Second Amendment , the Lease Year shall be reset such that each Lease Year shall
commence on October 1 st and end on September 30 th; (iii) until October 1, 2026, the
District shall continue to pay the Annual Rental, and the components thereof, as set forth
in the Original Lease ; (iv) on October 1, 2026, the Annual Rental as set forth in Section
4(a) below shall commence ; and (v) as of October 1, 2027, Net Rental escalations,
Operating Cost Increases, Tax Increases, and any other applicable annual adjustments (if
any) pursuant to the terms of the Lease shall be made as of October 1st of each year per the
reset Lease Year.

4. Initial Lease Term Rent.

(a) As of October 1, 2026, the Annual Rental shall be as follows : (a) the Net
Rental shall be $23.11 per rentable square foot of the Premises and for each Lease Year
thereafter the then current Net Rental shall escalate by an amount equal to 2.5% of the Net
Rental payable during the immediately preceding Lease Year, as set forth on the rent
schedule attached hereto as Exhibit A and made a part hereof; (b) the Initial Operating
Costs shall be $4.32 per rentable square foot of the Premises; (c) the Initial Real Estate
Taxes shall be $2.54 per rentable square foot of the Premises; and (d) the Tenant
Improvement Allowance amortization shall be $2.91 per rentable square foot of the
Premises. For the avoidance of doubt, Initial Operating Costs and Initial Real Estate Taxes
remain subject to Operating Costs Increases and Tax Increases as provided in Section 7 of
the Base Lease.

(b) As of the Second Amendment Effective Date, Section 7.5 of the Base Lease
is hereby amended by adding the following subsection (d):

“(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 supporting documentation). The District Refund
Abatement shall be applied, until exhausted, to subsequent installments of Annual
Rental, and such application shall begin the first month after the District’s receipt
of notice of the District Refund Abatement. Notwithstanding any provision in this
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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
Lease to the contrary, the District Refund Abatement shall be in addition to any
other abatement of rent provided or permitted under this Lease.”

(c) As of the Second Amendment Effective Date, the definition of “CPI” in the
Base Lease is hereby deleted in its entirety and replaced with the following:

“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 o f Labor. If the CPI is changed so that
a base year of other than 1982-84 is used, the CPI used herein shall be converted in
accordance with the conversion factor published by the Bureau of Labor Statistics
of the United States Department of Labor. If the CPI is discontinued or otherwise
revised during the Lease 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.”

(d) For the avoidance of doubt, except as expressly amended by this Section 4,
Annual Rental and Additional Rent shall be due from and paid by the District to Landlord
pursuant to the terms of the Original Lease.

5. Landlord Credit. Landlord hereby grants to the District a rental abatement
in the total amount of $1,5 98,625.60 (the “ Landlord Credit ”), which is equal to the
amount of one (1) year of Annual Rental and shall be available to the District as of October
1, 2026; provided, however, that the District may elect to apply all or part of the Landlord
Credit toward (i) Annual Rental to be applied monthly until exhausted; and/or (ii) any
obligation the District may have to pay for any of the Extended Term Tenant Improvements
(in excess of the Extended Term TI Allowance) in accordance with the Work Exhibit.

6. Extended Term TI Allowance ; Work Exhibit; Extended Term TI Outside
Delivery Date.

(a) Commencing as of October 1, 2026, Landlord shall provide to the
District a tenant improvement allowance for tenant improvements to the Premises (the
“Extended Term Tenant Improvements ” as defined in the exhibit attached hereto as
Exhibit B (the “Work Exhibit”)) in the total amount of $972,400.00, which is equal to
$20.00 per rentable square foot of Premises (the “Extended Term TI Allowance”). The
Extended Term TI Allowance shall be applied to Landlord’s costs of performing the
Extended Term Tenant Improvements in accordance with the Work Exhibit. Unused
Extended Term TI Allowance shall be applied towards Annual Rental and Additional Rent
as set forth in the Extended Term Declaration (as defined in the Work Exhibit) . For the
avoidance of doubt, in no event shall the termination of the Lease prior to the expiration of
the Extended Initial Term result in (i) any continued or accelerated payment by the District
of amortization rental payments; (ii) payment by the District of the balance of the principal
EXECUTION VERSION

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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
of the Extended Term TI Allowance; or (iii) any other payment of or reimbursement for
the then remaining unamortized portion of the Extended Term TI Allowance.

(b) Landlord shall cause the design and construction of the Extended
Term Tenant Improvements to be in accordance with the Work Exhibit . The Parties
acknowledge that the Premises are currently occupied and that the performance of
Landlord’s work under the Work Exhibit shall be coordinated with the District agency(ies)
in occupancy.

(c) “Extended Term TI Outside Delivery Date” means the date that
is 90 days after the projected Substantial Completion date set forth in the Project Schedule.
Subject to Force Majeure Events and any District Delay, in the event that Landlord does
not Substantially Complete the Extended Term Tenant Improvements on or before the
Extended Term TI Outside Delivery Date, the District shall be entitled to a credit against
Annual Rental for each day beyond the Extended Term TI Outside Delivery Date that the
Extended Term Tenant Improvements have not been Substantially Completed.

7. Landlord Services . For the avoidance of doubt, in accordance with the
terms of the Original Lease, Landlord shall provide the following as part of Operating Costs
accounted for in the rental consideration and which shall not be otherwise billed as
Additional Rent:

(a) Implement pest control measures at the Premises and maintain
regularly scheduled pest control services;
(b) Maintain regularly scheduled service on all HVAC units;
(c) Schedule regular cleanings of the sewage pump and lines in
coordination with the occupant agency; and
(d) Implement and maintain regularly scheduled elevator service to
ensure that the elevator is operational in accordance with the Lease.

8. Definition of Additional Cost Approval for Additional Services . The
definition of “Additional Cost Approval” for Additional Services as set forth in Section
11.3 of the Base Lease is deleted and replaced with the following:

“The District shall either approve or disapprove the Scope of Work and the
Additional Services Cost (a) in a writing signed by the Director; or (b) if the
Additional Services Cost is not more than $25,000.00, in a writing
(including an email) from the Associate Director , the Realty Officer or a
Supervisory Realty Specialist of the Portfolio Management Division of the
District of Columbia Department of General Services , in all cases after, if
applicable, the District’s certification of the availability of ap propriated
funds for such purpose (an “Additional Cost Approval”).

9. Davis-Bacon for Premises Work.
(a) Notwithstanding any other provision of th e Lease to the contrary ,
EXECUTION VERSION

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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
any work caused to be performed by Landlord under a construction contract in or to the
Premises after the Extended Term Tenant Improvement work, whether or not on behalf of
the District (“Premises Work ”), shall be subject to the DBA (as defined in the Work
Exhibit), including then current wage rate requirements, as set forth in an amendment to
the Lease , if applicable. At such time as the contractor for the Premises Work (the
“Premises Contractor ”) is preparing its contract with Landlord and its subcontracts,
Landlord shall cau se the Premises Contractor to include the applicable wage rates in its
contract and subcontracts. Landlord 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 in clusion of such
regulations in all subcontracts. Landlord shall include or cause the inclusion of the
applicable wage rates and regulations compliance requirements within any competitive
request for proposal, bid or similar issuance for contractors and subcontractors. The
construction contract and all subcontracts shall require compliance with the record keeping
requirements of the DBA, including keeping payroll records for at least 3 years fr om the
date of completion of the construction contract. The foregoing requirements applicable to
the Premises Contractor’s subcontractors and subcontracts shall apply to subcontractors
and subcontracts of any tier for Premises Work performed.
(b) Landlord shall deliver or cause the Premises Contractor to deliver
by email to PMDLeasePayrolls@dc.gov the following: (i) prior to the commencement of
any Premises Work, a list of all general contractors and subcontractors to perform any
Premises Work, and (ii) a copy of each construction contract and subcontract within 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: (A) a list of the general contractors and subcontractors who have performed any
Premises Work during the applicable one week period, and (B) a certified payroll statement
for the applicable week from each general contractor and subcontractor on such list. Each
certified payroll statement shall be delivered in pdf format and the name of each pdf shall
identify the name of the contractor or subcontractor, the 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.

10. Base Building Work Plan. Not later than thirty (30) days after the Second
Amendment Effective Date, Landlord shall provide the District with Landlord’s plan for
the Base Building work identified on Exhibit C, attached hereto and made a part hereof
(the “ Base Building Work Plan ”), which plan shall be subject to District review and
approval which shall not be unreasonably withheld, conditioned or delayed . The Base
Building Work Plan shall be effectuated by Landlord to completion at Landlord’s sole cost
and expense.

11. Notice to District. The District’s Notice Address set forth in Section 4b of
DC DGS Form L-100 of the Base Lease is hereby deleted and replaced with the following:

EXECUTION VERSION

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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
If to District: District of Columbia
Department of General Services
3924 Minnesota Avenue, NE, 6th Floor
Washington, D.C. 20019
Attention: Director

Email address: delano.hunter@dc.gov

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

Email address: xavier.beltran@dc.gov

12. Counterparts. This Second Amendment may be executed in several
counterparts each of which shall constitute an original, but all of which together shall
constitute one and the same instrument. Execution and delivery of this Second 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.

13. Binding; Choice of Law . This Second 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.

14. 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; (c) in the event of any conflict between any terms of
this Second Amendment and those of the Original Lease, the terms of this Second
Amendment shall control.

15. 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 this Second Amendment, and that, to the best of Landlord’s knowledge,
no such person has any interest, direct or indirect, in th is Second Amendment , or the
proceeds thereof or related thereto.

16. Authority.

EXECUTION VERSION

Page 7 of 41

2424 Evarts St. NE – Second Amendment to In-Lease Agreement
(a) District’s Representations. By executing this Second Amendment,
the District represents to Landlord that: (i) it is authorized to enter into, execute and deliver
this Second Amendment and perform its obligations hereunder; (ii) this Second
Amendment is effective and enforceable against the District in accordance with its terms;
(iii) the person signing on behalf of the District is duly authorized to execute this Second
Amendment and thereby bind the District; and (iv) no other signatures or approvals are
necessary in order to make all of the representations of the District contained in this Section
true and correct in all material respects.

(b) Landlord’s Representations. By executing this Second Amendment,
Landlord represents to the District that: (i) it is authorized to enter into, execute and deliver
this Second Amendment and perform its obligations hereunder; (ii) this Second
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 Second
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) to its actual knowledge, 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 Depart ment of Employment
Services.

17. Severability. Each provision of this Second Amendment shall be valid and
enforceable to the fullest extent permitted by law. If any provision of this Second
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 une nforceable
provision, and the remainder of this Second 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 Second Amendment
shall be construed as permitting Landlord to charge or receive interest in excess of the
maximum rate allowed by law.

18. 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.

19. 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
EXECUTION VERSION

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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
in real property. The Parties expressly acknowledge 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.

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

21. Brokers. Landlord acknowledges and agrees that Landlord shall pay any
commission or fee due to Landlord’s broker, if any, pursuant to a separate agreement .
Landlord shall indemnify, defend, and hold the District harmless from and against any
damage, injury, loss or claim relating to any broker, finder or agent claiming through or
under Landlord with respect to this Second Amendment. S avills, Inc. (“Savills”) is
recognized as the exclusive broker representing the District with respect to this Second
Amendment. On October 1, 2026, Landlord shall compensate Savills in an amount equal
to 3.1% of the total Annual Rental from October 1, 2026 through the expiration of the
Extended Initial Term.

[Signature Pages and Exhibits Follow]
EXECUTION VERSION
IN WITNESS WHEREOF, Landlordand theDistricthave executedthisSecond
Amendment asof theSecond Amendment EffectiveDate.
LANDLORD:
2424 EVARTS PARTNERS LLC, a
Delawarelimitedliabilitycompany

[District'sSignaturePageandExhibitsFollow]
2424BvartsSt.NE~SecondAmencimenttoIn-LeaseAgreement
|
|
EXECUTION VERSION

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2424 Evarts St. NE – Second Amendment to In-Lease Agreement

DISTRICT:

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

By: ____________________________
Delano Hunter, Director

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

By: _____________________________
Assistant General Counsel

[Exhibits Follow]

EXECUTION VERSION

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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
EXHIBIT A

ANNUAL NET RENTAL SCHEDULE
48,620 Rentable Square Feet

EXECUTION VERSION

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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
EXHIBIT B

Work Exhibit for Extended Term Tenant Improvements

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

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

“Change Order” is defined in Section 13 hereof.

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

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

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

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

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

“Deliverables” is defined in Section 5 hereof.

“Design Phase” is defined in Section 5 hereof.

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

“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 time), and
established to, among other things, manage certain leased space and other real
property assets of the District of Columbia.

“District Delay” is defined in Section 18 hereof.

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

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

“District Requirements” is defined in Section 4 hereof.

EXECUTION VERSION

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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
“District’s Response Period” is defined in Section 10(a) hereof.

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

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

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

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

“Extended Term Declaration ” means that document (the form of which is set
forth in “Schedule 1” attached hereto and made a part hereof) to be executed by the
Parties upon completion of the Final Accounting as set forth in Section 16 hereof,
which sets forth the date of Substantial Completion of the Extended Term Tenant
Improvements, the Final Accounting, any adjustments to be made to any rental
abatement as a result thereof, and any Change Order Costs or Excess Costs, as well
as such other terms and information as is deemed appropriate by the Parties.

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

“Final Accounting” is defined in Section 16 hereof.

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

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

“IT” is defined in Section 4 hereof.

“IT Response Period” is defined in Section 5 hereof.

“Landlord Delay” is defined in Section 17 hereof.

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

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

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

“Latent Defect” is defined in Section 19 hereof.

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

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

EXECUTION VERSION

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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
“PM Services ” means the project management services to be provided to the
District in accordance with the terms set forth on “Schedule 3”, attached hereto and
made a part hereof.

“Portfolio Manager” means the Associate Director or the Realty Officer of the
Portfolio Management Division of the District of Columbia Department of General
Services.

“Project Architect” is defined in Section 3 hereof.

“Project Schedule” is defined in Section 6 hereof.

“Punch List” is defined in Section 19 hereof.

“Response Period” is defined in Section 6 hereof.

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

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

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

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

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

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

3. Kickoff Meeting; Project Architect. On or before October 1, 2026, (a) the Parties
shall attend a kickoff meeting to discuss the design and construction of the Extended Term
Tenant Improvements, including the schedule therefor, and, if the Parties agree that it is
necessary or desirable , the scope of the Extended Term Tenant Improvements , and (b)
Landlord shall propose the architect for the Extended Term Tenant Improvements, which
shall be subject to the District’s reasonable approval (the “ Project Architect”). If the
scope of the Extended Term Tenants Improvements is such that the Project Architect is not
necessary, then Project Architect shall refer to the engineer, contractor, subcontractor,
supplier, materialman, vendor, or other applicable person or firm providing applicable
drawings, specifications, or revisions thereto.

4. Extended Term Tenant Improvements. If the Parties agree it is necessary based on
the scope of the Extended Term Tenant Improvements to retain an architect, then Landlord,
EXECUTION VERSION

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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
at its sole cost and expense, shall provide up to fifteen cents ($0.15) per RSF of the
Premises for the purpose of test fitting the Premises, which amount shall not be deducted
from any tenant allowance provided by Landlord hereunder . Landlord shall allow for up
to two rounds of revisions to the test fit. Landlord shall, at its sole cost and expense , up
to the Cost Ceiling, (a) cause the Extended Term Tenant Improvements to be in a state of
Substantial Completion, and (b) furnish all labor and materials to design, construct, furnish,
install and complete all of the items, equipment and work necessary to bring the Extended
Term Tenant Improvements to a state of Substantial Completion each for the District’s use
in accordance with the Project Schedule , pursuant and subject to the terms of this Work
Exhibit and the Lease, and in accordance with Laws. On or before October 1, 2026 and to
the extent applicable, the District shall provide to Landlord the District’s specifications and
requirements for the build out of the Extended Term Tenant Improvements consisting of
the following documents: (a) “Basis of Design, Furniture & Finishes” (which may be
delivered as a .pdf file named “DRES Standard Package – Furniture”); (b) “Workplace
Design Guidelines” (which may be delivered as a .pdf file named “District of Columbia
Workplace Design Guidelines by the Government of the District of Columbia Property
Management”); (c) “Signage Specifications and Standards” (which may be delivered as a
.pdf file named “Signage Standards by Art Display Company, Cap itol Heights, MD for
Rand Construction” and dated 1/26/2010” addressing interior signage only) ; and (d)
“Information Technology (“IT”) Infrastructure Specifications and Standards” (which may
be delivered as a .pdf file named “DC -NET Cabling Standards”); and (e) “Department of
General Services, Protective Services Division’s (“ DGS-PSD”) Security Infrastructure
Specifications and Standards ” (which may be delivered as an electronic folder named
“MD2.02”). The foregoing items (a) through (e) each and collectiv ely are the “ District
Requirements”. “ Extended Term T enant Improvements ” (and singularly, a n
“Extended Term Tenant Improvement”) shall mean the design, construction, furnishing,
and installation of the tenant improvement work in accordance with this Work Exhibit and
the Final Plans and Specifications , including, but not limited to the PM Services costs, a
single stall bathroom with gender neutral signage on each floor, the District’s relocation
costs (if any), the purchase and installation of the construction elements, furniture, fixtures,
equipment (including security, server room, network and power equipment), fit-out, signs,
HVAC related distribution ductwork, cabling and wiring for both power and low voltage
requirements, security infrastructure, IT server room equipment, telephones and any other
IT infrastructure requirements, but specifically not IT equipment such as computers,
televisions and printers (collectively, the “Excluded IT Equipment”). For the avoidance
of any doubt, Extended Term Tenant Improvements constituting unaffixed furniture or
equipment shall be the personal property of the District . OCTO/DC-Net and DGS -PSD
will provide th e IT infrastructure and security standards and specifications , respectively,
and OCTO/DC -Net and DGS -PSD or their respective approved vendors shall be the
required subcontractor engaged by Landlord for the District’s IT and security requirements,
respectively. Landlord and the District acknowledge and agree that, notwithstanding the
foregoing definition of Extended Term Tenant Improvement s, the District shall not be
limited in the application of the Extended Term TI Allowance to such items, but shall have
the right to apply the Extended Term TI Allowance to other costs relating to renovation of
the Premises pursuant to this Work Exhibit. Landlord shall Substantially Complete the
Extended Term Tenant Improvement s in accordance with the District Requirements and
EXECUTION VERSION

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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
the Final Plans and Specifications. In addition, a ll of the Extended Term Tenant
Improvements shall be performed , or caused to be performed, by Landlord: (i) promptly
and in a good workmanlike manner; (ii) by duly qualified, licensed and bonded person s;
(iii) in accordance with all Laws and the provisions of the Lease; and (iv) once commenced,
diligently pursued to Substantial Completion.

5. Plans and Specifications. The Design Phases are: (a) test fit phase; (b) schematics
phase; (c) design development phase; ( d) design construction documents phase; and ( e)
furniture, fixture and equipment phase (each of the foregoing (a) through ( e) being a
“Design Phase”). Landlord shall cause the Project Architect to prepare and deliver to the
District, for the District’s review and comment, two (2) printed sets of plans (and their
related electronic files) containing the construction drawings, construction notes, plans and
specifications for each Design Phase of the Extended Term Tenant Improvement s as set
forth on, and in the order indicated on, the Project Schedule (each set of construction
drawings, construction notes, plans and specifications for each Design Phase being the
“Plans and Specification s” for such Design Phase). Within 30 d ays of the approval of
the test fit, Landlord shall deliver the Plans and Specifications for the “schematics” Design
Phase to the District, which shall include a preliminary schedule of key dates for the design
and construction of the Extended Term Tenant Improvements. Landlord shall ensure that
the Plans and Specifications for each Design Phase of the Extended Term Tenant
Improvements shall be based upon, and shall incorporate and be consistent with, the
District Requirements and the most recently approved Design Phase, as applicable .
Landlord shall cause the Project Architect to provide the specifications in each Design
Phase’s Plans and Specifications for all power (including low voltage power), voice/data,
audio-visual, and security systems, together with the i nfrastructure and attendant
equipment and devices therefor, based on the District Requirements [and the Deliverables
(each to the extent provided at the time to Landlord, subject to the period provided to the
District hereunder for such delivery) . Landlord shall also provide copies of each Design
Phase’s Plans and Specifications to OCTO/DC -Net and DGS -PSD. Within 10 Business
Days of the receipt by OCTO/DC-Net and DGS-PSD of the District’s approved (or deemed
approved) Plans and Specifications (as d escribed below) for each Design Phase (the “ IT
Response Period”), the District shall deliver an equipment list, specifications and pricing
for all telephones, information technology systems and cabling to Landlord (the
“Deliverables”)].

6. Approval of Plans and Specifications.

(a) Within 10 Business Days after the District’s receipt of any initial (or
resubmitted, if applicable) Plans and Specifications for each Design Phase (the
“Response Period ”), the District shall notify Landlord of the District’s approval
thereof or the reasons why such approval was withheld or is not granted (with any
denial specifying the District’s reasons in reasonable detail). Landlord shall cause
Project Architect to make any revisions necessary to address the District’s comments
on each Design Phase ’s Plans and Specifications, and resubmit the same for the
District’s approval. The revisions and resubmissions shall continue until District gives
its final approval, or is deemed to have given final approval (as provided in Section 7
EXECUTION VERSION

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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
below) of each Design Phase’s Plans and Specifications. Following the District’s
approval of the Plans and Specifications for the final Design Phase, Landlord shall
cause the Project Architect to submit complete and unified Plans and Specifications for
all Design Phases of the Extended Term Tenant Improvements which incorporate the
revised and approved Plans and Specifications for each Design Phase (the “ Complete
Plans and Specifications ”), and Landlord shall deliver to the District therewith the
then curr ent budget based on such Complete Plans and Specifications. Within 20
Business Days of Landlord’s delivery to the District of the Complete Plans and
Specifications (the “Final Response Period”), the District shall notify Landlord of the
District’s approval thereof or the reasons why such approval was withheld or is not
granted (with any denial specifying the District’s reasons in reasonable detail).
Landlord shall cause Project Architect to make any revisions necessary to address the
District’s comments on each Design Phase’s Plans and Specifications or the Complete
Plans and Specifications (as applicable), and resubmit the same for the District’s
approval. The revisions and resubmissions shall continue until the District gives its
final approval, or is de emed to have given final approval (as provided in Section 7
below) of each Design Phase’s Plans and Specifications or of the Complete Plans and
Specifications. The IT Response Period for Deliverables for each applicable Design
Phase shall not begin until the District has approved (or been deemed to have approved)
each Design Phase’s Plans and Specifications. Such final approved (or deemed
approved) Complete Plans and Specifications shall be the “ Final Plans and
Specifications”. The District will not unreasonably withhold, condition or delay its
approval of any aspects of any Design Phase’s Plans and Specifications (or of the
Complete Plans and Specifications) which are consistent with, and in accordance with,
the District Requirem ents; and, provided further, that District will not unreasonably
withhold, condition or delay its approval of any aspects of any Design Phase’s Plans
and Specifications (or of the Complete Plans and Specifications) which it has approved
in a previously submitted Design Phase.

(b) At the same time that Landlord delivers to the District the Complete Plans
and Specifications, Landlord shall deliver a proposed project schedule (the “Proposed
Project Schedule”). Within 20 Business Days of Landlord’s delivery to the District of
the Proposed Project Schedule, the District shall notify Landlord of the District’s
approval thereof or the reasons why such approval is not granted (with any denial
specifying the Distr ict’s reasons in reasonable detail). Landlord shall make any
revisions ne cessary to address the District’s comments on the Proposed Project
Schedule and resubmit the same for the District’s approval. The revisions and
resubmissions shall continue until the District approves the Proposed Project Schedule.
Such final approved Pr oposed Project Schedule (and any subsequently approved
updated or modified project schedule) shall be the “Project Schedule”. For the sake
of clarity, the purpose of the District’s review of any project schedule shall be with
respect to coordinating the tenant improvement work with the continued occupancy of
the District agencies currently occupying the Premises and to minimize o r avoid
adverse impacts on such agencies’ operations and t he District will not unreasonably
withhold, condition or delay its approval of the Proposed Project Schedule , or any
subsequent updated or modified project schedule.
EXECUTION VERSION

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2424 Evarts St. NE – Second Amendment to In-Lease Agreement

7. Deemed Approval of Plans and Specifications. In the event that the District has not
responded to Landlord within a Response Period or the Final Response Period, as
applicable, then Landlord shall have the right to deliver a notice to the District containing
the following language in at least 16 point, bold font and capital letters: “THIS NOTICE
IS BEING DELIVERED PURSUANT TO THAT CERTAIN SECOND
AMENDMENT TO IN-LEASE AGREEMENT WITH A SECOND AMENDMENT
EFFECTIVE DATE OF _________ ___, 20___ PERTAINING TO YOUR LEASE
FOR PREMISES AT 2424 EVARTS STREET, NE , WASHINGTON, DC. IF THE
DISTRICT FAILS TO PROVIDE TO LANDLORD WRITTEN APPROVAL OR
REASONABLE DETAILS FOR ITS OBJECTIONS TO THE [PLANS AND
SPECIFICATIONS/COMPLETE PLANS AND SPECIFICATIONS ] DELIVERED
TO THE DISTRICT ON _____________, 20 __, FOR WORK TO BE DONE AT THE
PREMISES WITHIN 10 BUSINESS DAYS OF THE DISTRICT’S RECEIPT OF
THIS NOTICE, THE DISTRICT WILL BE DEEMED TO HAVE APPROVED
SUCH PLANS AND SPECIFICATIONS(/ COMPLETE PLANS AND
SPECIFICATIONS).” If the District fails to respond within such 10 Business Day period
after receipt of such notice from Landlord, then the District shall be deemed to have
approved such applicable Plans and Specifications or the Complete Plans and
Specifications. In the case of the Complete Plans and Specifications, they shall be deemed
to be the Final Plans and Specifications.

8. Contractors.

(a) Landlord shall include the Project Schedule within any competitive request
for proposal, bid or similar issuance. Landlord shall solicit competitive general
contractor bids for the Extended Term Tenant Improvement work from at least 3
general contractors (the general contractor selected to perform such work being the
“Contractor”). Within 15 Business Days of having Final Plans and Specifications
pursuant to Section 6 or Section 7 hereof, Landlord shall deliver to the District all of
the general contractor bid information received together with Landlord’s selection
recommendation for the District’s review. The general contractor recommended by
Landlord shall be the most responsive in terms of price and performance from among
those general contractors that submitted accurate and complete bid responses in
accordance with all bid requirements and instructions by Landlord. The District shall
have 3 Business Days to review such informa tion and either accept Landlord’s
recommendation without comment or present the District’s questions and comments to
Landlord. If the District presents questions and comments to Landlord, Landlord and
the District shall discuss the same for 1 Business Day , provided that Landlord’s
selection, after Landlord has acted in good faith in reviewing and considering the
District’s questions and comments , shall be final . Landlord shall then notify such
Contractor by the next Business Day of its selection. The Extended Term TI Allowance
shall be subject to the requirements of D.C. Code Section 2-218.46, as may be amended
from time to time, regarding the use of Small Business Enterprises and Certified
Business Enterprises (as such are defined under D.C. Code Section 2 -218.02).
Landlord shall provide such evidence of its compliance with the foregoing requirement
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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
as the District may reasonably require. Landlord shall include the Small Business
Enterprises and Certified Business Enterprises requirement within any competitive
request for proposal, bid or similar issuance for the Contractor and/or the
Subcontractor(s), as applicable. Landlord shall cause Contractor to submit to Landlord
(and to the District, upon request), actual costs for any and all work associated with the
Extended Term Tenant Improvements. The District shall have the right to review any
and all pricing for work associated with the Extended Term Tenant Improvements and
may elect to remove, modify or add to the Extended Term Tenant Improvement s,
subject to the provisions of Section 12 hereof, if applicable. Any contractor engaged
by Landlord or Contractor to (a) perform Extended Term Tenant Improvement work
not to be self-performed by the Contractor (including but not limited to providing non-
construction element goods and services); and (b) provide any other goods and services
that Landlord is obligated to provide under this Work Exhibit shall be referred to herein
as a “Subcontractor”. Such work that Landlord and Contractor may, but shall not be
obligated to, bid out to Subcontractors shall include, but not be limited to: (i) work
associated with the installation of HVAC, mechanical, electrical, and plumbing (and
all other work performed by the trades); (ii) non -construction related hard -costs
(including but n ot limited to furnishings, fixtures, and equipment); (iii) information
technology and sec urity cabling and equipment; (iv) signage (if applicable) ; and (v)
other non-construction element goods and services. Notwithstanding the foregoing,
Contractor shall not itself perform or bid out any work to be performed by, and
equipment to be provided by, OCTO and DC-Net. Landlord agrees and acknowledges
that OCTO/DC -Net is a required Subcontractor for the District’s information
technology requirements. If the Contractor bids out to Subcontractors, Landlord shall
select such Subcontractor(s) within 10 Business Days after its receipt of the last
Subcontractor bid, and the Subcontractor(s) selected by Landlord and Contractor shall
be the most responsive in terms of price and performance from among those
Subcontractors that submitted accurate and complete bid responses in accordance with
all bid requirements and instructio ns by Landlord or by the Contractor . Landlord or
the Contractor, as applicable, shall include the Project Schedule within any competitive
request for proposal, bid or similar issuance. Landlord shall ensure that the
construction contract for the Extended Term Tenant Improvement s (the “ TI
Construction Contract”) will be a guaranteed maximum price construction contract
or a fixed price construction contract. Landlord shall ensure that the Contractor and
any Subcontractors will construct the Extended Term Tenant Improvement s, and
otherwise perform all work associated with the Extended Term Tenant Improvements
and this Work Exhibit, in compliance with the TI Construction Contract, the Final Plans
and Specifications for the Extended Term Tenant Improvement s, this Work Exhibit,
and Laws.
(b) The total amount of the Cost Ceiling 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); provided, however, that 50% SBE/CBE dollar
volume participation shall be required (rather than the 35% dollar volume participation
set forth in D.C. Code Section 2-218.46); and, provided further that as part of the budget
value engineering process set forth in Section 11 hereof the District may reduce such
EXECUTION VERSION

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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
dollar volume participation percentage below 50% (but not below 35%) if such
reduction serves to reduce or prevent Excess Costs.
(c) In addition, the work performed under this Work Exhibit shall be subject to
the Davis -Bacon Act (40 U.S.C. §§ 3141 -3148) and Title 29 Code of Federal
Regulations (attached hereto as “Schedule 3” and made a part hereof), as each may be
amended from time to time (the “ DBA”). The DBA wage rates in effect for
Washington, D.C. as of the Second Amendment Effective Date (the “ Current Wage
Rates”) shall apply to such work. The DBA wage rates in effect for Washington, D.C.
as of May 22, 2026 are attached hereto as “Schedule 4” and made a part hereof. In the
event such attached DBA wage rates are amended or replaced as of the Second
Amendment Effective Date (for the avoidance of doubt, if the attached DBA wage rates
are amended or replaced by the Current Wage Rates), Landlord shall notify the District
of the same in writing and provide a copy of the Current Wage Rates to the District.
At such time as the Contractor is preparing its contract with Landlord and its
subcontracts, Landlord shall cause the Contractor to include the Current Wage Rates in
its contract and subcontracts. Landlord shall also cause the Contractor to comply with
the regulations implementing the DBA and such regulations shall be incorporated into
the Contractor’s contract, which in turn shall re quire the inclusion of such regulations
in all subcontracts. Landlord shall include or cause the inclusion of the Current Wage
Rates and regulations compliance requirements within any competitive request for
proposal, bid or similar issuance for contracto rs and subcontractors . The TI
Construction Contract and all subcontracts shall require compliance with the record
keeping requirements of the DBA, including keeping payroll records for at least 3 years
from the date of completion of the TI Construction C ontract. The foregoing
requirements applicable to the Contractor’s subcontractors and subcontracts shall apply
to subcontractors and subcontracts of any tier for work performed under this Work
Exhibit.

(d) Landlord shall deliver or cause the Contractor to deliver by email to
PMDLeasePayrolls@dc.gov the following: (a) prior to the commencement of any work
under this Work Exhibit, a list of all general contractors and subcontractors to perform
any such work, and (b) a copy of each construction contract and subcontract within 5
Business Days of executio n thereof. In addition, on a weekly basis, Landlord shall
deliver or cause the Contractor to deliver by email to PMDLeasePayrolls@dc.gov the
following: (i) a list of the general contractors and subcontractors who have performed
any work under this Work Ex hibit 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 leased premises. All references in this paragraph to
subcontracts and subcontractors refer to all tiers of work under this Work Exhibit. The
District may exercise any rights and avail itself of any remedies available to it under
the DBA and related acts in order to ensure compliance therewith.

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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
9. Extended Term Tenant Improvement Construction Costs . All costs of: (a) the
construction of the Extended Term Tenant Improvement s, including the soft costs of all
space planning, architectural, and engineering work related thereto; (b) all governmental
authority approvals and permits required to construct the Extended Term Tenant
Improvements including any certificate(s) of occupancy; (c) all labor and materials and
other hard costs, including the Contractor’s fee and customary work related insurance for
construction of the Extended Term Tenant Improvement s, and bond costs relating to the
Extended Term Tenant Improvement s; and (d) the purchase and installation of the
Extended Term Tenant Improvement requirements (including OCTO/DC -Net specified
equipment, and cabling, wiring and security equipment that is based on DGS-PSD provided
specifications) are referred to herein as the “TI Construction Costs” (it being agreed that
TI Construction Costs may include such other costs as Landlord and District may agree) .
The TI Construction Costs shall include, as a component thereof, a project management
fee paid to Landlord equal to 3% of the total TI Construction Costs constituting “hard
costs” (i.e., excluding any TI Construction Costs related to design, space planning,
architectural work, engineering work and other soft costs) for Landlord’s management and
coordination of the construction of the Extended Term Tenant Improvement s (it being
agreed by Landlord and the District that no cost which is included in the “hard costs” shall
be counted more than once for purposes of calculating the project management fee).
Landlord agrees and acknowledges that it shall be responsible for ordering any OCTO/DC-
Net specified equipment, and acknowledges that OCTO/DC -Net requires an “upfront”
payment for OCTO/DC-Net’s purchase and installation of such equipment.

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

11. Project Schedule . Subject to Force Majeure and District Delay, Landlord shall
design and construct the Extended Term Tenant Improvement s in accordance with the
Project Schedule. Further, within 10 Business Days after Landlord’s receipt of the
construction permit(s), Landlord shall deliver to the District a revised construction
schedule pertaining to the Extended Term Tenant Improvements to update and replace the
Project Schedule.

12. Proposed Changes to the Final Plans and Specifications.

(a) Any changes to the Final Plans and Specifications desired by the District
shall be requested in writing (a “ District Proposed Change”) and shall be subject to
Landlord’s reasonable approval, which approval shall not be unreasonably withheld,
conditioned or delayed, except as otherwise provided below. Within 10 Business Days
of Landlord’s receipt of the District Proposed Change, Landlord shall notify the District
in writing ( a “Landlord’s Notice ”) of Landlord’s approval or disapproval of the
District Proposed Change (with any denial specifying Landlord’s objections in
reasonable detail). The Landlord’s Notice shall include the fixed amount of any cost
increase (the “Change Order Cost”) and whether the Change Order Cost will result in
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an Excess Cost and/or any delay in Substantial Completion of the Tenant
Improvements that will result from the District’s requested changes to the Final Plans
and Specifications (the “Landlord Stated Delay”). If a Landlord’s Notice sets forth a
Change Order Cost including a Change Order Cost resulting in an Excess Cost, within
15 Business Days after the District’s receipt of such Landlord’s Notice, the District
shall, as applicable, (i) with respect to a Change Order Cost that will not result in an
Excess Cost, approve or disapprove such Change Order Cost , or (ii) with respect to a
Change Order Cost that will result in an Excess Cost, disapprove such Change Order
Cost or approve the applicable Excess Cost by way of an Excess Cost Approval Notice
(or deemed Excess Cost Approval Notice) in accordance with the process in Section
10 above and this Section 12. I f the District Proposed Change will cause a delay in
Substantial Completion pursuant to the Landlord Stated Delay , the Outside Delivery
Date will be extended day-for-day for any actual delay caused by the District Proposed
Change not to exceed the Landlord Stated Delay (such delay being deemed to be a
District Delay as set forth in Section 18 below). If the District Proposed Change
results in a Change Order Cost but not an Excess Cost, the Change Order Cost may be
approved in a writing (including an email) from the Director or a Portfolio Manager .
If the District fails to prov ide an Excess Cost Approval Notice before the end of said
15 Business Day period, the District shall be deemed to have withdrawn its request for
the District Proposed Change. Notwith standing the foregoing or anything to the
contrary contained elsewhere herein, a District Proposed Change shall be subject to
Landlord’s prior written approval, in Landlord’s sole discretion, if the work requested
in the District Proposed Change would: ( x) change the rentable area of the Premises,
(y) materially affect the Base Building Conditions or Building Structures and Systems,
or (z) involve the exterior of the Building. The Parties acknowledge that Excess Costs
in the amount of approximately $300,000.00 may result under this Work Exhibit, which
Excess Costs would be paid in accordance with and subject to the terms of this Work
Exhibit, including the application of the Landlord Credit. Excess Costs approved by
an Excess Cost Approval Notice (or deemed Excess Cost Approval Notice ) shall be
paid in accordance with Section 16 below.

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

13. Change Orders. Upon Landlord’s receipt of (a) an Excess Cost Approval Notice if
a District Proposed Change will result in Excess Cost, (b) the District’s approval of a
Change Order Cost not resulting in Excess Cost, or (c) the District’s approval of a Landlord
Proposed Change , the District Proposed Change or Landlord Proposed Change, as
applicable, shall be deemed a “Change Order”. If not otherwise performed under Section
12 above and if applicable, Landlord shall direct the Project Architect to promptly r evise
the Final Plans and Specifications in accordance with such Change Order and such revised
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Final Plans and Specifications shall be subject to the District’s approval as provided above
in Section 6.

14. Unapproved Change Order Costs. Notwithstanding anything to the contrary in this
Work Exhibit, including Sections 12 and 13, if a District Proposed Change would result in
a Change Order Cost (whether or not creating an Excess Cost), Landlord shall be under no
obligation to proceed with any redesign or construction work required by the District
Proposed Change until Landlord has received the District’s written approval thereof
(including, if applicable, an Excess Cost Approval Notice) . Any Excess Cost Approv al
Notice must be signed by the Director; provided, however, that if the subject Excess Cost
will be paid from the application of the Landlord Credit, the Excess Cost Approval Notice
may be in the form of a writing (including an email) from a Portfolio Manager. Any Excess
Cost Approval Notice not in compliance with the provisions of this Section shall be of no
force or effect, and Landlord shall be under no obligation to proceed with any redesign or
construction work required by a District Proposed Change. Landlord acknowledges that if
it proceeds with a District Proposed Change resulting in Excess Cost prior to receipt of an
Excess Cost Approval Notice in compliance with the provisions of this Section, it does so
at its sole and complete risk.

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

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

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

18. District Delay. A “District Delay” shall mean: (a) the District’s failure to respond,
notify or take any action otherwise required under this Work Exhibit within the time
periods set forth herein, (b) any delay beyond the Extended Term TI Outside Delivery Date
in the Substantial Completion of the Extended Term Tenant Improvement s directly
resulting or arising from or in connection with any District Negligence, ( c) any delay
beyond the Extended Term TI Outside Delivery Date in the Substantial Completion of the
Extended Term Tenant Improvements directly resulting or arising from or in connection
with a District Proposed Change , provided such District Delay shall not exceed the
applicable Landlord Stated Delay or (d) any deemed District Delay under this Work Exhibit
(including, but not limited to, any delay in connection with Change Order Costs ). To the
extent any additional costs are incurred in connection with any delay in Substantial
Completion of the Extended Term Tenant Improvements resulting from a Distri ct Delay,
such costs shall be the District’s sole responsibility and shall be deemed a Change Order
Cost to be paid for by the District to Landlord if either: (i) such additional costs have been
previously approved by the District in a n Excess Cost Approval Notice , pursuant to the
terms of this Work Exhibit, or (ii) if the District disputes the occurrence of a District Delay
or disputes that a District Delay resulted in such additional costs then if and as determined
by the judgment of a court of competent jurisdiction. In the event that the Extended Term
Tenant Improvements are not Substantially Complete by, on, or before the Extended Term
TI Outside Delivery Date as a result of a District Delay, then the Extended Term TI Outside
Delivery Date shall be extended by one day for each day that the Substantial Completion
of the Extended Term Tenant Improvements is delayed beyond the Extended Term TI
Outside Delivery Date as a result of such District Delay . Notwithstanding any provision
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of this Work Exhibit or the Lease to the contrary, if Substantial Completion of the Extended
Term Tenant Improvements is delayed due to District Delay, then Substantial Completion
shall be deemed to have occurred as of the date on which Substantial Completion would
have occurred but for such District Delay.

19. Substantial Completion . The Extended Term Tenant Improvement s shall be
deemed “ Substantially Complete ”, “ Substantially Completed ” or in a state of
“Substantial Completion” when both: (a) Contractor and Landlord have obtained all sign-
offs, inspections and approvals required by the District of Columbia (as a sovereign entity,
and not as a tenant under the Lease) and any other applicable governmental authorities, and
(b) the Project Architect, if any, has certified (on a standard AIA Form) , or if there is no
architect then Landlord has certified to the District, that the Extended Term Tenant
Improvements have been completed substantially in accordance with the Final Plans and
Specifications, including the placement of furniture and equipment, subject to completion
of punch list items that do not materially impair the ability of the District to occupy or
utilize the Premises for the Permitted Use under the Lease (the “Punch List”). On or prior
to the date of Substantial Completion, the District together with Landlord (if it elects) and
Contractor shall make a final inspection of the Premises to ensure that the Extended Term
Tenant Improvements are substantially complete. At such time, Landlord shall cause to be
prepared (by the Project Architect, if there is an architect) a Punch List by the District,
Landlord (if it elects) and Contractor, and Landlord shall cause such Punch List to be
delivered to Landlord and the District. The date of Substantial Completion shall be set
forth in Extended Term Declaration, and the Punch List shall be attached as a schedule
thereto. Landlord’s contract with Contractor shall: (i) provide that the Contractor shall use
commercially reasonable ef forts to complete all Punch List items within 30 days of its
receipt thereof, and (ii) contain a warranty as to Latent Defects, which shall provide in
substance that the Contractor shall promptly commence and diligently proceed to correct
any Latent Defect s in the Extended Term Tenant Improvement s upon receipt of the
District’s written notice to Landlord of a Latent Defect, provided such notice is delivered
to Landlord within 12 months after the date of Substantial Completion of the Extended
Term Tenant Improvements. As used herein, the term "Latent Defect," shall mean a defect
in the construction of the Extended Term Tenant Improvement s that could not have
reasonably been discovered prior to the District taking possession of the Premises by a
commercially reasonable inspection of the Premises performed by a reasonably prudent
architect or engineer exercising a professionally reasonable level of due diligence in such
inspection. No later than 30 calendar days following Substantial Completion of the
Extended Term Tenant Improvement s, Landlord shall deliver to the District any and all
manuals, booklets, specification sheets, and manufacturer’s warranty information that
accompanied any and all non -construction element items that are a part of the Extended
Term Tenant Improvement s, and as -built plans in “Revit” for any buildings or other
structures or improvements, including for parking or vehicle maintenance, that constitute
Extended Term Tenant Improvements.

20. Director. The Parties acknowledge that the Director is the exclusive agen t for the
District to provide an Excess Cost Approval Notice to Landlord except as explicitly
otherwise permitted in this Work Exhibit.
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21. Review and Approval . The District’s review, approval and consent powers
(including the right to review any design plans or construction drawings), if any, are for
the District’s benefit only. Such review, approval or consent by the District (or conditions
imposed in connection therewith) shall be deemed not to constitute a representation
concerning legality, safety, or any other matter.

List of Schedules:

Schedule 1: Form of Extended Term Declaration
Schedule 2: PM Services
Schedule 3: Title 29 Code of Federal Regulations
Schedule 4: Davis-Bacon Wage Rates

[SCHEDULES TO FOLLOW]
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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
SCHEDULE 1

Form of Extended Term Declaration

EXTENDED TERM DECLARATION OFDELIVERY AND FINAL
ACCOUNTING
THIS EXTENDED TERM DECLARATION OF DELIVERY AND FINAL
ACCOUNTING (this “Declaration”), made effective as of __________ ___, 20__ (the
“Declaration Effective Date ”), is entered into by and b etween 2424 EVARTS
PARTNERS LLC, a Delaware limited liability company (“Landlord”), and the
DISTRICT OF COLUMBIA , a municipal corporation, acting by and through its
Department of General Services (the “ District”), pursuant to that certain Second
Amendment to In -Lease Agreement with a Second Amendment Effective Date of
________ __, 2026 (the “ Second Amendment ”) which amends that certain In-Lease
Agreement dated November 7, 2016 for premises located at 2424 Evarts Street, NE (as
amended, the “Lease”).
Capitalized terms used, but not defined, herein shall have the meanings ascribed to
them in the Second Amendment. Landlord and the District do hereby agree and confirm
that:
1. Landlord and the District agree that Landlord has Substantially Completed
the Extended Term Tenant Improvements in accordance with the Work
Exhibit on _________________, subject to any remaining Punch List items,
if any, set forth in “Schedule 1” attached hereto and made a part hereof
2. Landlord and the District agree on the Final Accounting of the TI
Construction Costs, a copy of which is set forth in “Schedule 2” attached
hereto and made a part hereof.
3. The Extended Term TI Allowance is in the total amount of $________.
4. The total amount of the TI Construction Costs is $___________.
[SELECT FROM AND COMPLETE THE FOLLOWING, IF AND AS
APPLICABLE:]

5. The total amount of Excess Costs is $____________.
6. The District is entitled to a credit against Annual Rental under Section 6(c)
of the Second Amendment in the total amount of $_____.

7. The District has paid $_____ of Excess Costs prior to the Declaration
Effective Date as permitted under Section 16 of the Work Exhibit.
8. The District shall pay Excess Costs in the amount of $_____ as Addi tional
Rent in a lump sum to Landlord with the next installment of Annual Rental
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due after the Declaration Effective Date.
9. The Extended Term TI Allowance exceeds the TI Construction Costs by an
amount equal to $_____ which amount shall be deemed to be the Additional
Landlord Credit. Pursuant to the Work Exhibit, such amount is available to
the District as a rental abatement of Annual Rental payable under the Lease,
to be applied to the next successive payment(s) of Annual Rental due and
payable by the District under the Lease once the District is obligated to
make payments of Annual Rental under the Lease.

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

LANDLORD:

__________________________
a _________________________

By: _____________________________
Name: _____________________________
Title: _____________________________

[DISTRICT’S SIGNATURE PAGE AND SCHEDULES TO FOLLOW]
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DISTRICT:

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

By: _____________________________
Name: _____________________________
Title: _____________________________

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

By:______________________________
[Senior/Assistant] General Counsel

[SCHEDULES TO FOLLOW]

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SCHEDULE 1
(To Extended Term Declaration)

Punch List

[Attach]

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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
SCHEDULE 2
(To Extended Term Declaration)

Final Accounting

[Attach]

[REMAINING SCHEDULES TO FOLLOW]

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SCHEDULE 2

PM Services

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

Scope of Work

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

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

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

4. The District PM(s) shall provide the PM Services to the District on a 50% time
basis.

5. The District PM shall perform and provide, as applicable, the following:
a. Work under the direction and supervision of District personnel, as
identified by the District;
b. Provide regular, written status and incident reports to the District and, as
required, the District agency to occupy the Premises (the “District
Agency Occupant”);
c. Inform the District and the District Agency Occupant of the progress of
Extended Term Tenant Improvement work and any project activities that
may impact the District;
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d. Ensure timely processing of, and responses to, Work Exhibit
documentation and other project documentation as it relates to District
responsibilities;
e. Maintain and update the project schedule, and track milestone activity
against the then-current project schedule (using Microsoft Project);
f. Review all Extended Term Tenant Improvement-related invoices and
prepare same for District execution;
g. Assist the District with District Agency Occupant requests and other
project inquiries;
h. Attend regular project progress meetings, and coordinate with Landlord’s
Contractor so that it prepares and distributes meeting minutes for such
meetings within 72 hours of meeting end time;
i. Provide digital photo documentation to support the information provided
to the District and/or the District Agency Occupant;
j. Advise the District on all known potential scope and cost changes as the
result of existing conditions or complications; and
k. Perform other standard project management duties, such as:
i. document control and records keeping;
ii. utilities coordination;
iii. spot check review of building materials for compliance with Lease
and Work Exhibit requirements (Contractor is required to ensure
building material compliance);
iv. coordinate with Landlord and Contractor to confirm all installation
and construction work adheres to Lease and Work Exhibit
requirements;
v. review and interpret drawings, specifications and shop drawings;
and
vi. advise the District of any specialized construction required to
install systems or sub-components.

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6. In addition to the above, the District PM shall also ensure that the full scope of
standard construction management functions are duly executed, including,
without limitation, the following:
a. Review and validate all Extended Term Tenant Improvement invoices and
provide recommendations to the District as to the same;
b. Resolve technical and/or procedural conflicts and keep the District
informed so that the District may provide directives;
c. Coordinate with Contractor to confirm it maintain logs of all clarifications
requested by Landlord’s Contractors and Subcontractors;
d. Provide written notifications to Landlord’s Project Architect requesting
design clarification and discussing delays that may be caused;
e. Respond in an expeditious manner to situations or occurrences which
warrant a change order;
f. Provide written recommendations to the District as to all change orders,
including all costs and potential impacts on the project schedule. Suggest
alternatives which may be more beneficial to the District, with respect to
both cost and project schedule. Support all recommendations with cost
and scheduling data which are in accordance with the Lease and Work
Exhibit requirements and reconcile with the applicable budget. Prepare a
written cost estimate, provide technical assistance during negotiations, and
prepare appropriate documentation for approval of the District;
g. Coordinate with Architect so that it maintains a current lists of observed
construction/installation defects, omissions and subsequent corrections.
Confirm additional reviews before construction work proceeds where
defects may be covered by ensuing work, provide follow-up, management,
and resolution of defect and omissions lists so that project delivery date
for Substantial Completion is achieved;
h. Monitor the Contractor’s compliance with labor and safety standards and
advise of any non-compliance issues;
i. Provide regular progress photos. Photographs shall be labeled with the
name of the building, the scope item or area name, and the date taken.
These photos shall be provided via email as requested by the District,
compiled onto one (1) CD-ROM per site and delivered to the District upon
Substantial Completion;
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j. Review the Contractor’s development of its detailed construction
schedule. Such schedule shall use the critical path method, shall be the
schedule by which the Extended Term Tenant Improvements will be
sequenced, and shall be used as the basis for measuring progress of the
construction;
k. Review and reconcile the Extended Term Tenant Improvements budget
for each of the activities included in the project schedule and make
recommendations to the District for the District’s approval. Monitor the
project using the then-current budget;
l. Review the progress of construction with the Contractor, observe work in
place and properly stored materials on a regular basis, and evaluate the
percentage complete of each construction activity as indicated in the
project schedule;
m. Coordinate with Contractor so that it prepares project schedule updates for
the District. These will include proper evaluation of the actual progress as
observed. Assign schedule activities percentage-complete values in
conjunction with the Contractor. Reflect in the schedule actual progress as
compared to scheduled progress noting variances (if any);
n. For change orders, evaluate the Contractor’s proposed cost and make
recommendations to the District regarding the same. In the event of major
scope changes, prepare an estimate, if required, for such change in scope
in a format for approval by the District. District PM will endeavor to
provide estimates within 24 hours of District request. The District PM
may be directed to negotiate change orders with Landlord or the
Contractor on behalf of the District;
o. Prepare accurate and detailed written records of progress during all stages
of the project and prepare progress reports in the format and frequency
required by the District; provide or approve formats for periodic monthly
reports, status reports, etc.; maintain a monthly report of all events which
affect, or may be expected to affect, project progress; submit monthly
reports to the District on the status of the Extended Term Tenant
Improvements, including updated copies of all Contractor logs maintained
at the site for change orders, claims, submittals, etc.; and make reports
available to the District at all times and turn over to the District an
electronic file upon Substantial Completion;
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p. Confirm Substantial Completion with the Contractor and provide the
required documentation to the District; develop a work list with the
Contractor before recommending inspection for occupancy;
q. Advise the District if the Premises is Substantially Complete and ready for
inspection for occupancy. During the inspection with the District and the
District Agency Occupant, coordinate with Architect so that it prepares a
comprehensive punch list, and coordinate required inspections. Transmit
the punch list to Landlord and the Contractor for implementation and
provide a copy to the District. Monitor the corrective work and coordinate
with the Architect so that it signs off each deficiency as it is corrected.
Provide all documentation required for final budget approval, Declaration
of Delivery and close-out;
r. Coordinate the delivery of the completed Premises to the District Agency
Occupant, ensuring that equipment and system testing and start-up take
place. Organize equipment start-up seminars and training with the
Contractor and facility personnel and supervise start-up testing and
balancing of all equipment and systems and assure that the Contractor’s
obligation to provide this training is fulfilled; and
s. Provide all personnel, equipment and supplies necessary to fulfill the
requirements set forth in this Schedule 3.

[REMAINING SCHEDULES FOLLOW]

EXECUTION VERSION

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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
SCHEDULE 3

Title 29 Code of Federal Regulations

[Please see attached 12 pages]

[LAST SCHEDULE TO FOLLOW]

EXECUTION VERSION

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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
SCHEDULE 4

Davis-Bacon Wage Rates
as of May 22, 2026

[Please see attached 9 pages]

EXECUTION VERSION

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2424 Evarts St. NE – Second Amendment to In-Lease Agreement
EXHIBIT C

Base Building Work Plan

• Roof Leaks – Landlord to repair all leaks and water infiltration in or from the
Building’s roof to include, at a minimum, those identified on the Parties’ site visit
on April 30, 2026.

• HVAC Repair/Replacement – Landlord to repair and/or replace all HVAC units
and thermostats so that they operate in accordance with the Original Lease,
including Section 11(iv) of the Base Lease.

• Exterior Drainage – Landlord to repair or replace all downspouts and to clean
the trench drain.

• Sewage Maintenance – Landlord to clean the sewage pump and lines.

• Elevator Repair – Landlord to repair existing elevator such that it is operational.