Proposed Contract No. DCEB-2026-L-5002 with DC Football Stadium LLC

MURIEL BOWSER
MAYOR

June 29, 2026

The Honorable Phil Mendelson
Chairman
Council of the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue, NW, Suite 504
Washington, DC 20004

Dear Chairman Mendelson:

Pursuant to section 451 of the District of Columbia Home Rule Act (D.C. Official Code § 1-
204.51), enclosed for consideration and approval by the Council of the District of Columbia is
proposed Contract No. DCEB-2026-L-5002 with DC Football Stadium LLC (the “Developer”).

The agreement supports the long-term maintenance and preservation of the new RFK Stadium by
creating an administrative framework for the use of funds generated by stadium operations and
deposited into the Stadium Maintenance Fund. Services under the agreement will be delivered
through a reimbursement process whereby DC Football Stadium LLC incurs eligible
maintenance, repair, or capital expenses, submits supporting documentation to the District for
review, and receives reimbursement from available funds in the Stadium Maintenance Fund,
subject to the terms of the agreement and annual appropriations. The completion of this
agreement is necessary to complete the larger RFK Campus project.

I am available to discuss any questions you may have regarding the proposed contract. In order
to facilitate a response to any questions, please have your staff contact Brian Hanlon, RFK
Stadium Project Executive, at 202-671-3500.

Sincerely,

Muriel Bowser

Enclosure
GOVERNMENT OF THE DISTRICT OF COLUMBIA

COUNCIL CONTRACT SUMMARY

Pursuant to D.C. Official Code § 2–352.02, the following contract summary is provided:

A. The contract number, proposed contractor, contract amount, unit and method
of compensation, contract term, and type of contract

Proposed Contractor: DC Football Stadium LLC (the
“Developer”)

Contract No.: DCEB-2026-L-5002

Contract Amount: Not Applicable

Unit and Method of Compensation: Not-to-Exceed Contract

Contract Caption: RFK Stadium Maintenance Fund

Term of Contract: Effective as of the Commencement Date
and shall terminate on the expiration or
earlier termination of the Stadium Lease
Agreement.

Type of Contract: Funding Agreement

B. The goods or services to be provided, including a description of the economic
impact of the proposed contract, the social impact of the proposed contract,
the methods of delivering goods or services, and any significant program
changes reflected in the proposed contract:

The Stadium Maintenance Fund Agreement establishes the process by which DC
Football Stadium LLC may request reimbursement from the District's Stadium
Maintenance Fund for eligible stadium maintenance, repair, and capital
replacement expenses. The agreement sets forth the procedures for submitting
reimbursement requests, documenting eligible expenses, reviewing and approving
requests, and disbursing available funds from the Stadium Maintenance Fund.

Page 2 of 4

The agreement supports the long-term maintenance and preservation of the new
RFK Stadium by creating an administrative framework for the use of funds
generated by stadium operations and deposited into the Stadium Maintenance
Fund. The economic impact of the agreement is to help protect the District's
investment in the stadium and ensure the facility remains in a state of good repair
throughout the lease term. The social impact includes supporting the continued
operation of a modern venue capable of hosting professional sports,
entertainment, cultural, civic, and community events for District residents and
visitors.

Services under the agreement will be delivered through a reimbursement process
whereby DC Football Stadium LLC incurs eligible maintenance, repair, or capital
expenses, submits supporting documentation to the District for review, and
receives reimbursement from available funds in the Stadium Maintenance Fund,
subject to the terms of the agreement and annual appropriations.

C. The selection process, including the number of offerors, the evaluation criteria,
and the evaluation results including price and technical components:

The District selected the DC Football Stadium LLC to develop, construct, operate,
and maintain the RFK Stadium pursuant to the T erm Sheet, executed on April 28,
2025, by and between the District and Pro- Football LLC, a n affiliate of the
Developer.
The Stadium Lease Agreement obligates DC Football Stadium LLC , at its sole cost
and expense, to operate, keep, and maintain the Leased Premises, including in
accordance with the Operating Standard and Applicable Law.
The Council of the District of Columbia (“Council”) enacted the RFK Act, which
created, among other things, a special fund known as the “Stadium Maintenance
Fund.”
The RFK Act and the Stadium Lease Agreement require that moneys in the Stadium
Maintenance Fund shall be used to pay maintenance, repair, and capital expenses of
the Stadium. All such costs in excess of the amounts available in the Stadium
Maintenance Fund shall be the responsibility of DC Football Stadium LLC and not
the District.
D. The background and qualifications of the proposed contractor including its
organization, financial stability, personnel, and prior performance on
contracts with the District of Columbia government:

The DC Football Stadium LLC is a limited liability company formed in Delawar e
with administrative offices at 4600 River Rd, Suite 400, Riverdale, MD 20737.

E. Performance standards and the expected outcomes of the proposed contract:

Page 3 of 4

The performance standards under the agreement require DC Football Stadium LLC
to submit complete an d accurate reimbursement requests for eligible stadium
maintenance, repair, and capital replacement expenses, including supporting
documentation and certifications demonstrating compliance with the agreement.
The District is responsible for reviewing submitted requests and processing
approved reimbursements in accordance with the timelines established in the
agreement.

The expected outcome of the agreement is the efficient administration of the
Stadium Maintenance Fund and the timely reimbursement of eligible expenses,
helping to ensure that the stadium is properly maintained and that available Stadium
Maintenance Fund resources are used solely for authorized purposes. The
agreement also supports transparency, accountability, and long- term stewardship of
the District-owned stadium.

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

The Agency Fiscal Officer provided a certification of funding dated June 24, 2026.

G. A certification that the proposed contract is legally sufficient and has been
reviewed by the Office of the Attorney General, including whether the
proposed contractor has any currently pending claims against the District:

The proposed Agreement has been reviewed by the Office of the Attorney General
and found to be legally sufficient.

H. A certification that the proposed contractor is current with its District and
federal taxes or has worked out and is current with a payment schedule
approved by the District or federal government:

A Certificate of Clean Hands issued by the District for the benefit of DC Football
Stadium LLC is attached to this file.

I. The status of the proposed contractor as a certified local, small, or
disadvantaged business enterprise:

The Developer is not a certified local, small, or disadvantaged business enterprise.

J. Other aspects of the proposed contract that the Chief Procurement Officer
deems significant:

None.

Page 4 of 4

K. A statement indicating whether the proposed contractor is currently debarred
from providing services to any governmental entity (federal, state, or
municipal), the dates of the debarment, and the reasons for the debarment:

The Developer is not debarred from providing government services.

L. Where the contract, if executed, will be made available online:
The executed Agreement will be submitted to Council and posted online within 30
days of execution.

1101 4th Street, SW
Washington, DC 20024
Date of Notice: June 15, 2026 L0016690882Notice Number:
FEIN: **-***5627
Case ID: 19001563

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
DC FOOTBALL STADIUM LLC
4600 RIVER RD
RIVERDALE MD 20737-1248

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
Initial File #: US-DC-FN062600669
Entity Type: Foreign Limited Liability Company
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF LICENSING AND CONSUMER PROTECTION
CORPORATIONS DIVISION
C E R T I F I C A T E
THIS IS TO CERTIFY that all applicable provisions of the District of Columbia Business
Organizations Code (Title 29) have been complied with and accordingly, this CERTIFICATE OF
GOOD STANDING is hereby issued to
DC Football Stadium LLC
WE FURTHER CERTIFY that the qualified foreign entity is registered to do business in the
District; that all fees, and penalties owed to the District for entity filings collected through the Mayor
have been paid and Payment is reflected in the records of the Mayor; The entity's most recent
biennial report required by § 29-102.11 has been delivered for filing to the Mayor; and the entity's
registration has not been terminated. This office does not have any information about the entity’s
business practices and financial standing and this certificate shall not be construed as the entity’s
endorsement
IN TESTIMONY WHEREOF I have hereunto set my hand and caused the seal of this office to be
affixed as of 06/18/2026 8:24 PM
Muriel Bowser
Mayor

Tracking #: C2026CT0091061
Business and Professional Licensing Administration

Delaware
The First State
Page 1

10539323 8300 Authentication: 204285623
SR# 20263462327 Date: 06-18-26
You may verify this certificate online at corp.delaware.gov/authver.shtml
I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE
OF DELAWARE, DO HEREBY CERTIFY "DC FOOTBALL STADIUM LLC" IS DULY
FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD
STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS
OFFICE SHOW, AS OF THE EIGHTEENTH DAY OF JUNE, A.D. 2026.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "DC FOOTBALL
STADIUM LLC" WAS FORMED ON THE NINTH DAY OF MARCH, A.D. 2026.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE BEEN
ASSESSED TO DATE.
GOVERNMENT OF THE DISTRICT OF COLUMBIA
Executive Office of the Mayor
Office of the Deputy Mayor for Planning and Economic Development
John A. Wilson Building | 1350 Pennsylvania Ave, NW, Suite 317 | Washington, DC 20004
TO: Jennifer Budoff
Budget Director
Council of the District of Columbia
FROM: Curtis J. Lewis, II
Agency Fiscal Officer
Office of the Deputy Mayor for Planning & Economic Development
DATE: June 24, 2026
RE: Funding Certification for Stadium Maintenance Fund Agreement between the District of
Columbia and DC Football Stadium LLC (“StadCo”)
The purpose of this memorandum is to provide a funding certification for the Stadium Maintenance
Fund Agreement (the “Agreement”).
The Robert F. Kennedy Campus Redevelopment Amendment Act of 2025 (D.C. Law 26-54; D.C. Code
§§ 10-1605.01, et seq.) (the “RFK Act”) established the Stadium Maintenance Fund (the “Fund”) as a
non-lapsing special fund into which Excess Stadium Revenue Funds shall be deposited.
Under the Agreement, DC Football Stadium LLC (“StadCo”), the tenant under the lease (the “stadium
lease”) for the new football stadium at the RFK Campus, will be entitled to request reimbursement for
the costs of the maintenance, repair, and capital expenses of the stadium in amounts limited to those
funds deposited into the Fund. On or about the date of signing the Agreement, it is anticipated that the
Mayor will delegate responsibility to administer the stadium lease and the Agreement to a District
agency or instrumentality (the “administering agency”). Any anticipated future requirement will be
included in the administering agency’s annual fiscal year budget and long-term financial plan, and all
financial obligations are subject to annual budget appropriation and anti-deficiency limitations set forth
in the Agreement.
Please feel free to contact me with any questions.
CC: Erin Law, Associate General Counsel (OCFO)
Leroy Clay III, Associate Chief Financial Officer (EDRC)
Curtis.Lewis3
Digitally signed by
Curtis.Lewis3
Date: 2026.06.24 11:47:54
-04'00'
AITORNE GENERAL
BRIA L. CHWALB
GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF THE ATTORNEY GENERAL
*** --
COMMERCIAL DIVISION
TO:
THROUGH:
FROM:
DATE:
Jennifer Castor
General Counsel
Office of the Deputy Mayor for Planning and Economic Development
Charles J. Coughlin
Deputy Attorney General
CommerciaJ Division
Lawrence J. Wolk
Assistant Attorney General
June 16, 2026
SUBJECT: Stadium Maintenance Fund Agreement for the RFK Stadium Site by and
between the District of Columbia (the "District") and DC Football Stadium LLC ("StadCo"), under
D.C. Code§ 10-1605.01, et seq. ("Stadium Maintenance Fund Agreement")
This is to Certify that the Commercial Division of the Office of the Attorney General has examined the
Stadium Maintenance Fund Agreement (Council Draft 6/2/2026) provided by the Office of the Deputy
Mayor for Planning and Economic Development in connection with the redevelopment program for the
RFK Stadium ite ( 'RFK Stadium Site Redevelopment').
After a detailed examination of the Stadium Maintenance Fund Agreement (with Exhibit A but without
Attachments A, B, and C), we conclude that it does not contravene or violate any known legal
requirements obligations or commitments of the District government.
Accordingly, as provided to us, the Stadium Maintenance Fund Agreement is approved for legal
sufficiency.
This Office has not reviewed any other transactional documents in connection with the RFK Stadium Site
Redevelopment and provides no legal opinion about any transactional documentation other than the
Stadium Maintenance Fund Agreement.
If you have any questions, please do not hesitate to contact me at lawrence. wolk@dc.gov or 202-236-
4654.
400 6th Street, NW, Washington DC 20001; (202) 724-5094; 202-236-4654
Council Draft 6/2/26
DCEB-2026-L-5002

STADIUM MAINTENANCE FUND AGREEMENT
BY AND BETWEEN
DISTRICT OF COLUMBIA
AND
DC FOOTBALL STADIUM LLC
DCEB-2026-L-5002

DATED AS OF [_____], 2026
Council Draft 6/2/26
DCEB-2026-L-5002

STADIUM MAINTENANCE FUND AGREEMENT
This STADIUM MAINTENANCE FUND AGREEMENT (as it may be amended,
restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of
[____], 2026 (the “ Commencement Date”) , by and between DISTRICT OF COLUMBIA, a
municipal corporation or its designee (“the District”), and DC FOOTBALL STADIUM LLC, a
Delaware limited liability company (“StadCo”).
RECITALS
A. Pro-Football LLC, a Maryland limited liability company ( “TeamCo”), an affiliate
of StadCo, owns a professional football franchise currently known as the Washington
Commanders (the “Team”), which is a member of the National Football League (“NFL”).
B. The District and Washington Convention and Sports Autho rity t/a Events DC, an
independent authority of the District of Columbia ( “Events DC”), have determined that it is of
considerable public benefit to engage StadCo for the development and construction of a new,
world-class, approximately 65,000- seat, state- of-the-art stadium with a roof and supporting
facilities, improvements, and infrastructure (collectively, the “Stadium”), on a portion of the RFK
Campus for use by the Team, together with other sporting, entertainment, cultural, and civic
events.
C. P ursuant to the Robert F. Kennedy Campus Redevelopment Amendment Act of
2025 (D.C. Law 26-54; effective November 21, 2025; D.C. Official Code § 10- 1605.01, et seq.)
(as may be amended from time to time, the “Act ”), the District was authorized to participate, as
further described therein, in the financing, developing, constructing, operating, and leasing of the
Stadium.
D. I n connection with the design, development, construction, operation, use, and
occupancy of the Stadium, t he District and StadCo have entered into that certain Stadium Lease
Agreement, dated as of the Commencement Date (as it may be amended, restated, supplemented,
or otherwise modified from time to time, the “Stadium Lease Agreement”), concerning the long-
term use of the Stadium.
E. The Stadium Lease Agreement obligates StadCo, at its sole cost and expense, to
operate, keep, and maintain the Leased Premises, including in accordance with the Operating
Standard and Applicable Law.
F. The Council of the District of Columbia (“ Council”) enacted the Ac t, which
created, among other things, a special fund known as the “Stadium Maintenance Fund.”
G. The Act and the Stadium Lease Agreement require that moneys in the Stadium
Maintenance Fund shall be used to pay maintenance, repair, and capital expenses of the Stadium.
All such costs in excess of the amounts available in the Stadium Maintenance Fund shall be the
responsibility of StadCo and not the District.
DCEB-2026-L-5002 2
H. The purpose of this Agreement is to set forth the terms and conditions for the
disbursement of amounts from the Stadium Maintenance Fund to pay all or a portion of the
Qualified Costs (as defined herein).
NOW, THEREFORE, in consideration of the foregoing Recitals, which are hereby
incorporated into this Agreement and form an integral part hereof, and the mutual promises,
undertakings, and covenants hereinafter set forth, and intending to be legally bound hereby, the
District and StadCo covenant and agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Defined Terms. Except as set forth in Schedule 1 to this Agreement or
where otherwise stated, initially capitalized words used in this Agreement shall have the meaning
ascribed to them in the S tadium Lease Agreement. Schedule 1 also contains rules of usage
applicable to this Agreement.
ARTICLE II
FUNDING; DISBURSEMENTS FOR QUALIFIED COSTS
Section 2.1 Funding of Stadium Maintenance Fund. To the extent that Excess Stadium
Revenue Funds are available, the District agrees to deposit such Excess Stadium Revenue Funds
in the Stadium Maintenance Fund.
Section 2.2 Q ualified Costs. The Stadium Maintenance Fund shall be used solely for
the purpose of providing a source of funding for Qualified Costs during the Lease Term, to the
extent that each is a maintenance, repair, or capital expense of the Stadium.
Section 2.3 D isbursements.
(a) Appropriations. Disbursements from the Stadium Maintenance Fund shall
be subject to annual appropriation by the Council. Beginning with the first Fiscal Year following
Substantial Completion of the Stadium, and each Fiscal Year thereafter during the Lease Term,
the Mayor shall include in the budget request for such Fiscal Year an appropriation for Stadium
Maintenance Fund expenditures equal to the sum of (i) the funds the District projects to remain
undisbursed at the end of the current Fiscal Year, if any; plus (ii) the Excess Revenue Funds
identified in Section 2.1 the District projects to be deposited into the Stadium Maintenance Fund
in the subsequent Fiscal Year.

(b) Valuation Date; Annual Maintenance Fund Amount. Within forty- five
(45) days after the start of the Fiscal Year (the “Valuation Date”), the District shall confirm the
amount available in the Stadium Maintenance Fund for expenditure in the current Fiscal Year (the
“Annual Maintenance Fund Amount”). On the Valuation Date, the District will provide StadCo
with a statement identifying the maximum amount of funds that can be withdrawn from the
Stadium Maintenance Fund for the then-current Fiscal Year. Upon written request of StadCo not
more than four (4) times per Fiscal Year, the District will provide StadCo with the current
undisbursed balance of the Stadium Maintenance Fund for the then-current Fiscal Year. During
each Fiscal Year, StadCo may apply to obtain a payment from the Stadium Maintenance Fund
DCEB-2026-L-5002 3
pursuant to this Section 2.3 in an amount not to exceed the remaining Annual Maintenance Fund
Amount, but only for the purpose of paying a third party, or reimbursing itself, for Qualified Costs
that StadCo has incurred in accordance with the requirements of th e Stadium Lease Agreement.
Except as provided in Section 2.3(k), any Qualified Costs incurred by or on behalf of StadCo
under the Stadium Lease Agreement in excess of the available balance in the Stadium
Maintenance Fund shall be the responsibility of StadCo.

(c) Qualified Costs Certificate. To obtain a payment from the Stadium
Maintenance Fund, StadCo shall execute and deliver to the District a certificate in the form of
Exhibit A (each, a “Qualified Costs Certificate ”) requesting that the District reimburse StadCo
for Qualified Costs incurred by StadCo.

(d) Submission Requirements . Ea ch Qualified Costs Certificate shall be
accompanied by:

(i) A description of the Qualified Costs to be reimbursed under the
Qualified Costs Certificate and how such Qualified Costs relate to
individual items in the applicable Approved Annual Budget;
(ii) Such invoices, purchase orders, bills of sale, or other documents
that reasonably evidence the incurrence of such Qualified Costs (or
any qualifying maintenance or repairs, as applicable);
(iii) Lien waivers from any c ontractor(s), subcontractors, and other
laborers to the extent the Qualified Costs w ork giving rise to any
lien or encumbrance is covered by the Qualified Costs Certificate;
and
(iv) A certification that all amounts paid pursuant to the previous ly
submitted Qualified Costs Certificates, if any, were attributable to
Qualified Costs and were either ( A) paid to StadCo as a
reimbursement or (B ) paid to the appropriate Contractor,
subcontractors, Project Manager, or material or equipment suppliers
in accordance with the requirements of the Contracts or similar
agreements signed by such entities ; provided, however , that the
District may request at any time reasonable evidence confirming
such certification.

(e) Submission Limits.

(i) Quarterly Submissions. Subject to Section 2.3(e)(ii), StadCo shall
not submit to the District more than one (1) Qualified Costs
Certificate per quarter nor shall StadCo submit a Qualified Costs
Certificate for less than the then applicable quarterly threshold
(“Quarterly Threshold”) set forth in the table bel ow, and StadCo
shall accumulate Qualified Costs until they exceed the then
applicable Quarterly Threshold before submitting a Qualified Costs
Certificate; provided, however, that a Qualified Cost s Certificate
submitted during the last quarter of a Fiscal Y ear (A) shall not be
subject to such Quarterly Threshold and (B) shall be submitted to
DCEB-2026-L-5002 4
the District by no later than September 15. During the Lease Term,
the Quarterly Threshold amounts shall be as follows:

Fiscal Year† Quarterly Threshold Amount
1-5 $100,000
6-10 $119,000
11-15 $135,000
16-20 $152,000
21-25 $172,000
26-30 $195,000
31-35 $221,000
36-40 $249,000
41-45 $282,000
46-50 $319,000
† Fiscal Year 1 shall begin during Lease Year 1.

(ii) Monthly Submissions. Notwithstanding Section 2.3(e)(i), StadCo
shall have the right to submit to the District not more than one (1)
Qualified Costs Certificate per month if such Qualified Costs
Certificate describes Qualified Costs in an amount equal to or
greater than the then applicable monthly threshold (“ Monthly
Threshold”) set forth in the table below. For any such Qualified
Costs Certificate, StadCo shall append not more than six (6)
invoices, purchase orders, bills of sale, or other documents that
reasonably evidence the incurrence of such Qualified Costs .
StadCo shall accumulate Qualified Costs until (A) they exceed the
then applicable Monthly Threshold, in which case StadCo shall be
entitled to submit a Qualified Costs Certificate pursuant to this
Section 2.3(e)(ii), or (B) they exceed the then applicable Quarterly
Threshold, in which case StadCo shall be entitled to submit a
Qualified Costs Certificate pursuant to Section 2.3(e)(i); provided,
however, that a Qualified Cost s Certificate submitted during the
last month of a Fiscal Year (I) shall not be subject to such Monthly
Threshold and (II) shall be submitted to the District by no later than
September 15. During the Lease Term, the Monthly Threshold
amounts shall be as follows:

Fiscal Year† Monthly Threshold Amount
1-5 $600,000
6-10 $714,000
11-15 $807,000
16-20 $914,000
21-25 $1,034,000
26-30 $1,169,000
31-35 $1,323,000
DCEB-2026-L-5002 5
36-40 $1,497,000
41-45 $1,694,000
46-50 $1,916,000
† Fiscal Year 1 shall begin during Lease Year 1.

(f) Submission Review. Upon receipt of a Qualified Costs Certificate with the
necessary documentation for the Qualified Costs as set forth in this Agreement, the District will
review the Qualified Costs Certificate within ten (10) Business Days. Within such ten (10)
Business Day period, the District shall either approve the Qualified Costs Certificate or return the
Qualified Costs Certificate to StadCo with a request for additional information and any necessary
adjustments (which may include reduction in the amount sought by such Qualified Costs
Certificate to the amount of the Qualified Costs confirmed by the District). StadCo shall timely
address any comments received from the District, which may include revising such Qualified
Costs Certificate to incorporate any additional information or adjustments so requested by the
District. Once StadCo has addressed such comments, StadCo shall submit the revised Qualified
Costs Certificate to the District and the process above shall be followed until the issues identified
by the District to StadCo are resolved. If the District is unable to approve the revised Qualified
Costs Certificate, the Parties shall attempt in good faith to resolve such dispute (“Dispute”) by
negotiations between senior representatives of the District and StadCo who have the authority to
act and who will promptly meet for negotiations to resolve the Dispute. If the Dispute has not
been resolved within ten (10) Business Days from the referral to such senior representatives, either
Party may bring an action in law or in equity in a court of competent jurisdiction pursuant to
Section 6.12 to resolve the Dispute.

(g) Payment. Within fifteen (15) days after the District has approved the
Qualified Costs Certificate, as provided above (but in no event more than thirty (30) days after
the initial receipt of a Qualified Costs Certificate, if and to the extent such Qualified Costs
Certificate was finally approved by the District within the initial ten (10) Business Day period
described in the first sentence of Section 2.3(f)), the District Office of Chief Financial Officer
shall cause payment to be made to StadCo from the Stadium Maintenance Fund in the amounts
specified in such Qualified Costs Certificate.

(h) No Waiver . Payment of any amounts under this Agreement shall not
constitute a waiver or relinquishment of any rights or remedies the District may have under this
Agreement or the Stadium Lease Agreement.

(i) Contractor Payments. The District shall have no obligation to pay, nor
shall the District be responsible in any way for payments directly to, StadCo’s contractors ,
consultants, subcontractors, or any other similar party.

(j) Limitations—Generally. Notwithstanding anything in the Stadium Lease
Agreement or this Agreement to the contrary, (i) StadCo’s financial responsibility with respect to
Capital Undertakings (or any qualifying maintenance or repairs, as applicable) shall not be limited
to the amount allocated to, available in, or disbursed from the Stadium Maintenance Fund, (ii) in
no event may StadCo requisition funds from the Stadium Maintenance Fund for the purpose of
funding any Capital Undertakings that are not included in either the Annual Capital Budget or the
DCEB-2026-L-5002 6
CAMP for the year in which the applicable Qualified Costs Certificate is submitted, unless such
Capital Undertakings are permitted pursuant to Section 8.3.1(c) of the Stadium Lease Agreement,
(iii) in no event may StadCo requisition funds from the Stadium Maintenance Fund that exceed
the available balance thereof at the time the applicable Qualified Costs Certificate is submitted,
(iv) in no event may StadCo requisition funds from the Stadium Maintenance Fund that are not
Qualified Costs, and (v) except as provided in Section 2.3(b) , the District makes no
representations or warranties to StadCo regarding the availability of funds in the Stadium
Maintenance Fund, nor shall the District have any obligation to pay any costs or expenses relating
to Capital Undertakings or any maintenance or repairs of the Leased Premises required by the
Stadium Lease Agreement.

(k) Qualified Costs in Excess of Stadium Maintenance Fund. To the extent the
available balance in the Stadium Maintenance Fund is insufficient to pay all or any portion of the
Qualified Costs for which StadCo has submitted a Qualified Costs Cert ificate in the applicable
Fiscal Year, StadCo shall be responsible for paying the full amount from StadCo’s own funds or
through funding otherwise available to StadCo for such purpose.

Section 2.4 Reports . Upon written request of the District, not more than four (4) times
per Fiscal Year StadCo shall submit to the District (a) a summary of all of the Qualified Costs
Certificates submitted during the prior Fiscal Year, whether such Qualified Cost s Certificates
have been approved, and whether such Qualified Costs Certificates have been paid, (b) a summary
of all estimated Qualified Costs for the current Fiscal Year, which shall include Capital
Undertakings included in the Annual Capital Budget and any other projected Qualified Costs for
such Fiscal Year, and (c) such other information that the District may request to enable the District
to administer the Stadium Maintenance Fund and prepare the report the Mayor is required to
submit to the Council relating to the Stadium Maintenance Fund pursuant to Section 11(e) of the
Act.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of StadCo . StadCo makes the following
representations and warranties on the Commencement Date:
(a) O rganization and Good Standing. StadCo is a limited liability company
duly created and validly existing pursuant to the laws of Delaware and is qualified to do business
in the District of Columbia. True, correct, and complete copies of the organizational documents
of StadCo have been delivered to the District on or before the Commencement Date.
(b) D ue Authorization. StadCo has right, power, and authority to enter into,
execute, and deliver this Agreement and to perform its obligations hereunder.
(c) B inding Obligation. This Agreement has been duly executed and delivered
by StadCo and, when duly executed and delivered by the District, shall constitute a legal, valid,
and binding obligation of StadCo enforceable against StadCo in accordance with its terms.
DCEB-2026-L-5002 7
(d) No Violation. The execution, delivery, and performance of this Agreement
by StadCo does not violate any of the terms, conditions, or provisions of (i) StadCo’s
organizational documents, (ii) any judgment, order, injunction, decree, regulation, or ruling of
any court or other Governmental Authority, or any Applicable Law to which StadCo is subject,
(iii) any agreement or contract to which StadCo is a party or is otherwise subject, or (iv) the NFL
Rules and Regulations.
(e) N o Proceedings . There is no litigation, arbitration, administrative
proceeding, or other similar proceedings pending or, to StadCo’s knowledge, threatened in writing
against StadCo or Members which, if decided adversely to StadCo or its Members, would impair
StadCo’s ability to enter into and perform its obligations under this Agreement.
(f) N o Consents . No action, consent, or approval of, or registration or filing
with or other action by, any Governmental Authority or other Person is or will be required in
connection with the execution and delivery by StadCo of this Agreement or the assumption and
performance by StadCo of its obligations hereunder.
(g) A pproval by NFL . The NFL has taken all necessary action under
applicable NFL Rules and Regulations to approve the terms of this Agreement, the Stadium Lease
Agreement, and the other Project Documents.
(h) P rohibited Person . Neither StadCo nor any Member of StadCo, n or
Corporate Affiliate of StadCo is a Prohibited Person.
Section 3.2 R epresentations and Warranties of the District . The District makes the
following representations and warranties on the Commencement Date:
(a) A uthorization . The District and has all requisite power, right, and authority
to enter into, execute, and deliver this Agreement and to perform its obligations hereunder.
(b) B inding Obligation. This Agreement has been duly executed and delivered
by the District in accordance with Applicable Laws and, when duly executed and delivered by
StadCo, shall constitute a legal, valid, and binding obligation of the District enforceable against
the District in accordance with its terms.
(c) N o Violation . The execution, delivery, and performance of this Agreement
by the District does not violate any of the terms, conditions, or provisions of any judgment, order,
injunction, decree, regulation, or ruling of any court or other Governmental Authority or
Applicable Law to which the District is subject, or any agreement or contract to which the District
is a party or otherwise subject.
(d) N o Proceedings . There is no litigation, arbitration, administrative
proceeding, or other similar proceeding pending or, to the District’s knowledge, threatened in
writing against the District that, if decided adversely to the District, would impair the District’s
ability to perform its obligations under this Agreement.

DCEB-2026-L-5002 8
ARTICLE IV
TERM OF AGREEMENT; TERMINATION
Section 4.1 Term of Agreement. This Agreement, and (subject to the terms and conditions
hereof) the rights, duties, and obligations established hereby, is effective as of the Commencement
Date and shall terminate on the expiration or earlier termination of the Stadium Lease Agreement.
S ection 4.2 Disposition of Funds on Expiration or Termination of this Agreement. Any
funds remaining in the Stadium Maintenance Fund at the expiration or termination of this
Agreement shall automatically belong to and revert unconditionally to the District.
ARTICLE V
ASSIGNMENT
Section 5.1 StadCo. Because of the interrelationship of the Stadium Lease Agreement and
this Agreement and the need for the rights or duties of StadCo under the Stadium Lease
Agreement and this Agreement to be vested in the same Person at all times, an assignment,
transfer, or other disposition of StadCo rights or duties under the Stadium Lease Agreement, to
the extent such assignment, transfer, or other disposition was authorized pursuant to the Stadium
Lease Agreement, will automatically result in an assignment, transfer, or other disposition of
StadCo rights or duties under this Agreement to the assignee or transferee of StadCo under the
Stadium Lease Agreement. In each such case of an assignment required under this A greement,
StadCo shall furnish the executed assignment and assumption agreement for such transaction to
the District within ten (10) days of such occurrence, and the assignee therein shall, from and after
the effectiveness of such assignment and assumption agreement, be a party to this Agreement as
successor to StadCo.
Section 5 .2 District. The rights and duties of the District under this Agreement shall inure
to the benefit of and be binding upon any successor to the District permitted under Section 10.9
of the Stadium Lease Agreement without any further action or approval by StadCo.

ARTICLE VI
MISCELLANEOUS
Section 6.1 Amendments. None of the terms or provisions of this Agreement may be
amended, changed, waived, modified, or removed except by an instrument in writing executed
and delivered by the Party or Parties against which enforcement of the amendment, change,
waiver, modification, or removal is asserted.
Section 6.2 E ntire Agreement. This Agreement, together with the other Project
Documents, represents the entire agreement between the Parties with respect to the matters set
forth herein and supersedes all prior negotiations, representations, or agreements, either written
or oral, pertaining to the subject matter of this Agreement.
Section 6.3 J oint Preparation. The District and StadCo each acknowledge that it has
thoroughly read and reviewed this Agreement, including all exhibits and attachments thereto, and
has sought and received whatever competent advice and counsel as was necessary for it to form a
full and complete understanding of all rights and obligations herein. The language of this
DCEB-2026-L-5002 9
Agreement has been agreed to by the Parties to express their mutual intent and no rule of strict
construction shall be applied against any Party hereto.
Section 6.4 Severability. If any provision of this Agreement is held to be illegal,
invalid, or unenforceable under present or future Applicable Law, such provision shall be fully
severable, this Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part of this Agreement, and the remaining
provisions of this Agreement shall remain in full force and effect and shall not be affected by the
illegal, invalid, or unenforceable provision or by its severance from this Agreement, unless this
construction would constitute a substantial deviation from the general intent of the Parties as
reflected in this Agreement. Furthermore, there shall be added automatically as a part of this
Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as
may be possible that is legal, valid, and enforceable.
Section 6.5 N o Joint Venture . StadCo and the District are independent parties under
this Agreement and nothing in this Agreement shall be deemed or construed for any purpose to
establish between them, or any third party, a relationship of principal and agent, employment,
partnership, or joint venture. The Parties shall have no joint and several liabilit y.
Section 6.6 I ncorporation of Exhibits; Recitals . All exhibits, schedules , or other
attachments referenced in this Agreement are incorporated by this reference as if fully set forth in
this Agreement . In the event of any conflict between this Agreement, on one hand, and any
exhibit, schedule, or other referenced attachment, on the other, this Agreement shall control. The
Recitals of this Agreement are hereby incorporated herein by this reference and made a
substantive part of the agreements herein between the Parties. In the event of any conflict between
this Agreement and the Stadium Lease Agreement, the Stadium Lease Agreement shall control.
Section 6.7 N o Implied Waivers. No waiver by a Party of any term, obligation,
condition, or provision of this Agreement shall be deemed to have been made, whether due to
any course of conduct, continuance or repetition of non-compliance, or otherwise, unless such
waiver is expressed in writing and signed and delivered by the Party granting the waiver. No
express waiver shall affect any term, obligation, condition, or provision other than the one
specified in such waiver and that one only for the time and in the manner specifically stated.
Without limiting a Party’s rights under any provision of this Agreement, it is agreed that no
receipt of moneys by a Party from the other Party after the expiration or termination of this
Agreement shall reinstate, continue, or extent the term or this Agreement, or affect any Notice
given to a Party prior to the receipt of such moneys.

Section 6.8 Notices. Any notice, request, demand, instruction, or other document that
this Agreement expressly requires to be given or served as a “Notice” (each, a “Notice”) shall be
in writing and delivered (a) by U.S. Certified Mail (return receipt requested, postage pre -paid);
(b) by hand; (c) by reputable private overnight commercial courier service; or (d) by such other
means as the Parties may agree in writing; and, in each case, also by electronic copy at the email
address identified below (which copy, for the avoidance of doubt, shall not constitute Notice).
For the avoidance of doubt, any communication that is not a Notice may be made via email. Any
Notice served upon a Party in the manner aforesaid shall be deemed to have been received for all
purposes hereunder at the time such Notice shall have been: (i) if hand delivered to the Party
DCEB-2026-L-5002 10
against receipted copy, when the copy of the Notice is receipted; (ii) if given by overnight courier
service, on the next Business Day after the Notice is deposited with the overnight courier service;
or (iii) if given by certified mail, return receipt requested, postage pre -paid, on the date of actual
delivery or refusal thereof. If Notice is tendered under the terms of this Agreement and is refused
by the intended recipient of the Notice, the Notice shall nonetheless be considered to have been
received and shall be effective as of the date provided in this Agreement. All Notices shall be
sent to each Party at its address below; provided that each Party may change its address for receipt
of Notices by service of a Notice of such change in accordance herewith. Notices may be given
on behalf of a Party by its attorneys. If any Notice is required to be made to a specific Party, such
Notice shall only required to be sent to such Party and the copies listed for such Party. Events
DC shall receive copies of all Notices provided by StadCo to the District hereunder, and the
District shall receive copies of all Notices provided by StadCo to Events DC hereunder.

To StadCo: c/o Pro-Football LLC
d/b/a Washington Commanders
[_____]
Washington, DC 20003
Attention: Chief Legal Officer
With a copy to: legaldepartment@commanders.com
(which copy shall not constitute Notice)

with a copy to: DLA Piper LLP (US)
500 Eighth St., N.W.
Washington, DC 20004
Attention: Mark D. Whitaker
With a copy to: mark.whitaker@us.dlapiper.com
(which copy shall not constitute Notice)

To District: Office of the Deputy Mayor for Planning and Economic
Development
The John A. Wilson Building
Suite 317
1350 Pennsylvania Avenue, N.W.
Washington, DC 20004
Email: dmpednotice@dc.gov
Attn: RFK Stadium

with copies to: Office of the Deputy Mayor
for Planning and Economic Development
The John A. Wilson Building
Suite 317
1350 Pennsylvania Avenue, N.W.
Washington, DC 20004
Email: dmpednotice@dc.gov
Attention: General Counsel

DCEB-2026-L-5002 11
Events DC
801 Allen Y. Lew Place, NW
Washington, DC 20001
ATTN: President and CEO

Events DC
801 Allen Y. Lew Place, NW
Washington, DC 20001
ATTN: General Counsel

Office of Finance and Treasury
Office of the Chief Financial Officer
1101 4th Street, SW
Suite 850W
Washington, DC 20024
ATTN: Treasurer

Office of the Chief Financial Officer
1350 Pennsylvania Avenue, NW
Suite 203
Washington, DC 20004
ATTN: General Counsel

Any notice, request for approval, communication or amendment, demand, instruction, or
other document to be given hereunder that is not identified by the capitalized term “Notice”, may
be given or served in the same manner as a Notice or by electronic mail, and shall be deemed
received as indicated above in this subsection or, if given by electronic mail, upon the recipient’s
electronic mail response confirming receipt.
Section 6.9 Calculation of Time . Unless otherwise stated, all references to “day” or
“days” means calendar days. If any time period set forth in this Agreement expires on other than
a Business Day, such period shall be extended to and through the next succeeding Business Day.
Section 6.10 H eadings. The headings of the various sections, paragraphs, and
subparagraphs of this Agreement are for convenience only and shall not be considered or referred
to in resolving questions of interpretation.
Section 6.11 F urther Assurances. Each Party agrees to execute and deliver to the other
Party such additional documents and instruments as the other Party reasonably may request in
order to fully carry out the purpose and intent of this Agreement, provided that the Party receiving
the request will not incur any out -of-pocket expense or liability w ith respect to such additional
documents or instruments.
Section 6.12 L aw Applicable; Forum for Disputes . This Agreement shall be governed
by, interpreted under, construed, and enforced in accordance with the laws of t he District of
Columbia, without re ference to conflicts of laws provisions thereof. The Parties agree that any
suit, action, or proceeding arising out of this Agreement, or any transaction contemplated hereby,
DCEB-2026-L-5002 12
shall be brought exclusively in (a) the courts of the District of Columbia and (b) the United States
District Court for the District of Columbia. The Parties irrevocably and unconditionally waive
any objection to the laying of venue of any action, suit, or proceeding arising out of this
Agreement or the transactions contemplated hereby in the courts named in clauses (a) and (b)
above, and hereby further waive and agree not to plead or claim in any such court that any action,
suit, or proceeding brought in any such court has been brought in an inconvenient forum.
Section 6.13 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, ALL PARTIES HERETO WAIVE THE RIGHT TO TRIAL BY JURY IN
CONNECTION WITH ANY LITIGATION ARISING IN RESPECT OF THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 6.14 T hird Party Beneficiaries. Except as otherwise expressly provided herein
relating to indemnification, nothing in this Agreement shall create a contractual relationship with
or a cause of action in favor of a third party against any Party and no third party shall be deemed
a third party beneficiary of this Agreement or any provision hereof.
Section 6.15 C ounterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which shall together constitute
one and the same instrument. Execution and delivery of this Agreement by electronic copy or
email .pdf (e.g., Adobe Sign) shall be sufficient for all purposes and shall be binding on any Party
who so executes.
Section 6.16 C onflicts of Interest; Representatives Not Individually Liable. No official
or employee of the District shall participate in any decision relating to this Agreement that affects
his or her personal interests or the interests of any District agency, partnership, or association in
which he or she is, directly or indirectly, interested. No official or employee of the District shall
be personally liable to StadCo or any successor-in-interest in the event of any default or breach
by the District or for any amount that may become due to StadCo or such successor-in-interest or
on any obligations hereunder. No m ember, employee, officer, director, or manager of StadCo
shall be personally liable to the District or any successor-in-interest in the event of any default or
breach by StadCo or for any amount which may become due to the District or such successor-in-
interest or on any obligations hereunder.

Section 6.17 Anti-Deficiency Limitations . This Agreement shall not be construed as
creating a financial obligation of the District. Except as otherwise provided in the Home Rule Act,
the following limitations exist as to each and every purported obligation of the District set forth in
this Agreement or any other Project Document, whether or not expressly conditioned:
(i) T he obl igations of the District to fulfill financial obligations pursuant to
this Agreement or any other Project Document (to which the District is a party) are and
shall remain subject to the provisions of (i) the federal Anti-Deficiency Act, 31 U.S.C.
§§ 1341, 1342, 1349-1351, and 1511-1519, and D.C. Official Code §§ 1-206.03(e) and 47-
105; (ii) District of Columbia Anti- Deficiency Act, D.C. Official Code §§ 47-355.01 -
355.08 (clauses (i) and (ii) collectively, as amended from time to time, the “ Anti-
Deficiency Acts”); and (iii) § 446 of District of Columbia Home Rule Act. Pursuant to the
Anti-Deficiency Acts, nothing in this Agreement or any other Project Document shall
DCEB-2026-L-5002 13
create an obligation of the District in anticipation of an appropriation by the Council or
Congress for such purpose, and the District’s legal liability for the payment of any of their
respective obligations under this Agreement or any other Project Document shall not arise
or obtain in advance of the lawful availability of appropriated funds for the applicable
Fiscal Year as approved by the Council or by Act of Congress.
(ii) No officer, employee, director, member, or other natural person or agent
of the District shall have any personal liability in connection with the breach of the
provisions of this Section or in the event of a default by the District.
(iii) Neither this Agreement, nor any other Project Document, once signed,
shall constitute an indebtedness of the District, nor shall they constitute an obligation for
which the District is obligated to levy or pledge any form of taxation or for which the
District has levied or pledged any form of taxation. No District official or employee is
authorized to obligate or expend any amount under this Agreement or any other Project
Document unless such amount has been appropriated by the Council and by Act of
Congress and is lawfully available.
(iv) It is specifically understood and agreed that a failure or inability to obtain
appropriated funds shall not constitute a default by the District under this Agreement or
any other Project Document.
Section 6.18 No Impact on the Stadium Lease Agreement. Notwithstanding anything to
the contrary in this Agreement, nothing in this Agreement amends the Stadium Lease Agreement
or any other Project Document.
[SIGNATURE PAGES FOLLOW]

DCEB-2026-L-5002 14
IN WITNESS WHEREOF, each of the Parties hereto has executed this Agreement as of
the Commencement Date.

STADCO:
DC FOOTBALL STADIUM LLC, a Delaware
limited liability company
By:
Name:
Title:

DCEB-2026-L-5002 15
DISTRICT:
DISTRICT OF COLUMBIA
By:
Name:
Title:

DCEB-2026-L-5002 16
SCHEDULE 1
DEFINITIONS
“Act” shall have the meaning set forth in the Recitals.
“Agreement” shall have the meaning set forth in the Preamble, as the same may be
amended, restated, supplemented, or otherwise modified from time to time.

“Annual Maintenance Fund Amount” shall have the meaning set forth in Section 2.3(b)
(Valuation Date; Annual Maintenance Fund Amount).
“C ommencement Date” shall have the meaning set forth in the Preamble.
“Contract(s)” means any contract executed and delivered by StadCo and a Contractor that
produces or results in the generation of Qualified Costs.
“C ontractor (s)” means a third -party contractor whose costs are included in a previously
submitted Qualified Costs Certificate.
“C ouncil” shall have the meaning set forth in the Recitals.

“Dispute” shall have the meaning set forth in Section 2.3(f) (Submission Review).

“District” shall have the meaning set forth in the Recitals.

“Events DC” shall have the meaning set forth in the Recitals.
“Excess Stadium Revenue Funds” shall have the meaning set forth in the Act.

“Fiscal Year” means the District of Columbia fiscal year that is annually from October 1
to September 30.
“M onthly Threshold” shall have the meaning set forth in Section 2.3(e)(ii) (Monthly
Submissions).

“NFL” shall have the meaning set forth in the Recitals.
“Party” or “Parties” means either or both of, as applicable, the District and StadCo.

“Qualified Costs Certificate” shall have the meaning set forth in Section 2.3(c) (Qualified
Costs Certificate).
“Q uarterly Threshold ” shall have the meaning set forth in Sectio n 2.3(e)(i) (Quarterly
Submissions).
“S tadCo ” shall have the meaning set forth in the Recitals.

DCEB-2026-L-5002 17
“Stadium” shall have the meaning set forth in the Recitals.
“Stadium Lease Agreement” shall have the meaning set forth in the Recitals.
“Stadium Maintenance Fund” shall have the meaning set forth in the Recitals.
“Team” shall have the meaning set forth in the Recitals.
“TeamCo” shall have the meaning set forth in the Recitals.

“Valuation Date ” shall have the meaning set forth in Section 2.3(b) ( Valuation Date;
Annual Maintenance Fund Amount).

DCEB-2026-L-5002 18
RULES AS TO USAGE

1. Use of Words. Unless the context clearly indicates to the contrary, for all purposes
of this Agreement, (a) words importing the singular number include the plural number and words
importing the plural number include the singular number; (b) words of the masculine gender
include correlative words of the feminine and neuter genders; (c) words importing persons include
any person; (d) any reference to a particular Section shall be to such Section of this Agreement,
except as otherwise indicated; (e) any reference to a particular Schedule or Exhibit shall be to such
Schedule or Exhibit to this Agreement, and to all sub-Exhibits related thereto (e.g., references to
Exhibit A shall include Exhibit A -1, Exhibit A -2, etc.); (f) the words “hereof”, “ herein”, and
“hereunder” and words of similar import when used in this Agreement shall refer to this
Agreement; and (g) the word “includes” when used in this Agreement means “ includes, without
limitation,” and the word “including” means “including, but not limited to”. No listing of specific
instances, items, or matters in any way limits the scope or generality of any language in this
Agreement. This Agreement shall not be construed more strictly against one Party than against
the other, merely by virtue of the fact that it may have been prepared primarily by counsel for one
of the Parties.

DCEB-2026-L-5002 19
EXHIBIT A
Qualified Costs Certificate Form

QUALIFIED COSTS CERTIFICATE

Payee: DC Football Stadium LLC
c/o Pro-Football LLC
d/b/a Washington Commanders
[______]
Washington, DC 20003

Project Name: Washington Commanders Stadium

Qualified Costs Certificate Number:

Qualified Costs Certificate Amount ($):

$____________
Qualified Costs Certificate Date:

Submission Period of This Qualified Costs
Certificate (indicate the month or quarter
to which this Qualified Costs Certificate
relates):

DC Football Stadium LLC , a Delaware limited liability company, as Payee hereunder, submits this
Qualified Costs Cert ificate (“Qualified Costs Certificate”) under that certain Stadium Maintenance Fund
Agreement dated as of [___________________, 2026] (as amended, modified, or supplemented, the
“Agreement”) between Payee and the District of Columbia, for the payment of Qualified Costs (a) incurred
by Payee, or (b) for which Payee has been invoiced by a Contractor, subcontractor, Project Manager, or
material or equipment suppliers. Capitalized words used in this Qualified Costs Certificate shall have the
meanings ascribed to them in the Agreement unless the contest otherwise requires. The following
documentation is attached in support of this Qualified Costs Certificate and forms an integral part hereof:

Attachment Description
A Description of Qualified Costs to be reimbursed and how those Qualified Costs
relate to individual items in the applicable Approved Annual Budget
B Copies of invoices, purchase orders, bills of sale, and other documents that
reasonably evidence the incurrence of Qualified Costs
C Lien Waivers for Qualified Costs included in Qualified Costs Certificate

Payee certifies that it has reviewed and submitted payment applications or invoices for parties that
performed the work for which Qualified Costs are covered under this Qualified Costs Certificate and Payee
has confirmed that:

1. All amounts paid pursuant to the previously submitted Qualified Costs Certificates, if any,
were attributable to Qualified Costs and were either (a) paid to Payee as a reimbursement or (b) paid to the
appropriate Contractor, subcontractors, Project Manager, or material or equipment suppliers in accordance
with the requirements of the Contracts or similar agreements signed by such entities;
DCEB-2026-L-5002 20
2. The costs for which Payee seeks reimbursemen t or payment under this Qualified Costs
Certificate (a) constitute Qualified Costs and (b) are not less than the applicable Monthly Threshold or
Quarterly Threshold set forth in the Agreement;
3. All amounts currently sought by Payee hereunder are currently due and owing;
4. All work comprising the Qualified Costs, and all related materials or equipment, for which
payment is sought is, to the best of a Contractor’s or its subcontractor’s knowledge, free from defect and
meets all of the requirements set forth in the Agreement and in that certain Stadium Lease Agreement dated
as of [___________________, 2026] (as amended, modified, or supplemented, the “Lease Agreement”)
between Payee, as tenant, and the District of Columbia, as landlord;
5. All Contracts and subcontracts include the clauses required by subparagraphs (1) through
(5) of D.C. Official Code § 2-221.02(d);
6. The Qualified Costs included in this Qualified Costs Certificate are intended to be paid to
the parties that performed the work comprising the Qualified Costs;
7. Payee is not in breach of the Agreement and the Lease Agreement; and
8. All Contract(s) and subcontracts include language prohibiting, to the extent permitted by
Applicable Law, Contractor(s), subcontractors, and material or equipment suppliers from placing or causing
to be placed any liens or encumbrances on any portion of the Project or covering any portion of the work
comprising the Project.
By submitting this Qualified Costs Certificate, Payee is deemed to have restated the representations and
warranties Payee made in the Agreement and certifies that the same remain true and correct as of the date
of this Qualified Costs Certificate.

The person signing this Qualified Costs Certificate on behalf of Payee certifies that it is authorized to submit
this Qualified Costs Certificate on behalf of Payee and acknowledges that (1) the District of Columbia is
relying on the accuracy of the statements included in this Qualified Costs Certificate, including the
Attachments and other supporting documentation attached hereto or submitted herewith, and (2) any false
statement contained in this Qualified Costs Certificate, including the Attachments and other supporting
documentation, may be punishable by criminal penalties pursuant to the laws of the District of Columbia.

Council Draft 6/2/26
DCEB-2026-L-5002

PAYEE
DC Football Stadium LLC,
a Delaware limited liability company

By: ________________________________
Name: _____________________________
Title: _______________________________

2
ATTACHMENT A
DESCRIPTION OF QUALIFIED COSTS TO BE REIMBURSED AND HOW THOSE
QUALIFIED COSTS RELATE TO INDIVIDUAL ITEMS IN THE APPLICABLE APPROVED
ANNUAL BUDGET

3
ATTACHMENT B
COPIES OF INVOICES, PURCHASE ORDERS, BILLS OF SALE, AND OTHER DOCUMENTS
THAT REASONABLY EVIDENCE THE INCURRENCE OF QUALIFIED COSTS

4
ATTACHMENT C
LIEN WAIVERS FOR QUALIFIED COSTS INCLUDED IN QUALIFIED COSTS
CERTIFICATE