MURIEL BOWSER
MAYOR
January 26, 2024
Honorable Phil Mendelson
Chairman
Councilof 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 Councilof the District of Columbia is an
amendment to extend an in-lease agreement with USGBF Waterfront Station LLC for 274,122
square feet ofoffice space located at 1101 4th Street, SW. The leased premises are occupied by
the Office of the Chief Financial Officer.
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.
Singerely,
tufiel Bdwser
 GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
COUNCIL REAL ESTATE CONTRACT SUMMARY
January 17, 2024
Please note that any capitalized term used but not defined in this Summary shall have the meaning
given to such term in the proposed real estate contract.
1. The name of the proposed lessor, lessee, grantor or other party to the proposed real estate
contract, the type of real estate contract, the source selection method, the primary term
of the real estate contract (if applicable), and the consideration to be paid by the District
(for leases, the total annual rent for the first year and the fiscal years set forth in the
Funding Certification):
Contract Party Name: USGBF Waterfront Station LLC, a District of
Columbia limited liability company (“Landlord”)
Type of Real Estate Contract: Amendment to existing Amended and Restated In-
Lease Agreement (District is tenant) (the
“Amendment”)
Location of Real Property: 1101 4th Street, SW
Source Selection Method: Non-Competitive as to the Amendment
Primary Term: Approximately 16 years remaining with an option to
extend by 5 years under existing In-Lease
Agreement. The proposed Amendment would extend
the primary term by 5 years.
Consideration to be paid by District under the Amendment:
November 1, 2024, through
October 31, 2025: $16,812,673.59
Certificate of Funding
Fiscal Year 2024: $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 of 274,122 Rentable Square Feet (“RSF”)
Components of Annual $/RSF Total Amount for Annual Escalations after First
Rental First Lease Year Lease Year under Amendment
under Amendment
Net Rental $36.52 $10,011,706.77 2.85%
_________________________________________________________________________________________________
3924 Minnesota Avenue, NE, 6th Floor, Washington, D.C. 20019 • Telephone (202) 727-2800
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 Initial Operating Costs $9.24 $2,532,887.28 CPI-based
Initial Real Estate Taxes $10.40 $2,850,868.80 Based on actual increases in Real
Estate Taxes
Tenant Improvements $5.17 $1,417,210.74 N/A
Allowance Amortization
Total Annual Rental $61.33 $16,812,673.59 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 in-lease agreement
by 5 years. 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 annual rental during the primary term. This is primarily due to the fact that
the net rental rate for the first lease year of the extended term shall be equal to the then fair
market rental rate for comparable properties in the District of Columbia, as determined by the
Landlord and the District. The proposed amendment does not provide for any option to
purchase 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 original lease and is not amended by the proposed
Amendment.
Street Address: 1101 4th Street, SW
Square/Lot Number: Square 0542 / Lot 0827
Total RSF of Building: 292,034 RSF
Total RSF of Premises: 274,122 RSF
Description of Improvements: The building located at 1101 4th Street, SW, is an
existing office building. Under the proposed Amendment, the Office of the Chief Financial
Officer (“OFCO”) would continue to occupy approximately 274,122 RSF of office space.
OCFOwould also have the continued use of up to 220 parking spaces for government fleet and
employee vehicles and 4,987 RSF of storage space.
5. A description of the District’s specific real property need associated with the proposed
real estate contract and the selection process, including the number of offerors, the
evaluation criteria, and the evaluation results, including price, technical or quality, and
past performance components:
The existing Lease, which was deemed approved by Council on October 25, 2021 (CA24-
0300), was the result of a competitive process. By way of background, 1101 4th Street, SW is
a class A, LEED Gold building built in 2010. The building is in excellent condition and its
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 location above the Waterfront Metro station is ideal for OCFO and the District residents it
serves. OCFO also occupies leased space at the adjacent building located at 1100 4th Street,
SW under a separate lease with the Landlord. An amendment to such separate lease, which is
a counterpart to the subject Amendment, was deemed approved by Council on December 28,
2023 (CA25-0563).
The proposed Amendment will extend the current Lease by 5 years and provide an
approximately $1.57 million supplemental tenant improvement allowance. The tenant
improvement allowance provided under the current Lease was deemed sufficient in 2021 to
complete the buildout required for OCFO. However, since the execution of the current Lease,
the cost of construction has risen materially. According to the U.S. Bureau of Labor and
Statistics, the cost of commercial labor and materials has increased by approximately 30% as
a result of COVID19 and associated impacts on the supply chain.
DGS has confirmed with OCFO its desire to extend the lease term, remain at its current location
and support the proposed Amendment. Upon buildout completion, 1101 4th Street, SW will
offer a renovated premises to address the requirements of OCFO; improve workplace
efficiencies, operational adjacencies, and workflow; and conform the premises to the current
District work standards.
6. A description of any other contracts the proposed contract party is currently seeking or
holds with the District.
Landlord is currently the landlord under a lease agreement with the District for premises at
1100 4th Street, SW, which premises is occupied by the Department of Buildings, the
Department of Licensing and Consumer Protection, the District Department of Transportation
and OCFO.
7. The background and qualifications of the proposed contract party, including its
organization, principals, financial stability, personnel, and performance on past or
current real estate contracts with requirements similar to those of the proposed contract:
USGBF Waterfront Station LLC is a District of Columbia limited liability company and is the
owner of 1101 4th Street, SW. Landlord has no employees. Landlord’s principals are: Len
O’Donnell, Chairman and Chief Executive Officer; Peter McLaughlin, Senior Managing
Director & Co-Chief Operating Officer; Tana Gardner, Chief Financial Officer; Michael Boyd,
General Counsel; and Bruce Petersen, Co-Chief Operating Officer. USGBF Waterfront Station
LLC has been the District’s landlord since it acquired 1101 4th Street, SW, in May 2011.
USGBF Waterfront Station LLC has performed satisfactorily to date under the two existing
leases it has with the District at 1100 4th Street, SW, and 1101 4th Street, SW.
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8. Expected outcomes of the proposed real estate contract:
The execution of the proposed Amendment is expected to result in the continued occupancy
by OCFO of the subject space for an additional 5 years, and possibly an additional 5 years
pursuant to the extension option described above.
9. A statement that suitable space owned by the District is not available or cannot be
reasonably renovated or altered:
Based upon an evaluation of space owned by the District, there is no suitable space owned by
the District, either as-is or which can reasonably be renovated or altered, which would meet
the needs of the District under the Amendment.
10. ANC notice of the proposed real estate contract:
Not applicable, as OCFO 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:
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:
According to the District’s Office of the Attorney General and based upon a certification from
Landlord, other than appeals of the Office of Tax and Revenue’s real estate tax assessments on
the Property, Landlord does not have any legal claims currently pending against the District.
14. A certification 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.
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15. A certification from the proposed contract party that it is current with its federal taxes,
or has worked out and is current with a payment schedule approved by the federal
government:
Based upon a certification from Landlord, Landlord is current with its federal taxes, or has
worked out and is current with a payment schedule approved by the federal government.
16. A certification that the proposed contract party has not been determined to be in
violation of section 334a of the Board of Ethics and Government Accountability
Establishment and Comprehensive Ethics Reform Amendment Act of 2011:
Based upon a certification from Landlord, Landlord has not been determined to be in violation
of section 334a of the Board of Ethics and Government Accountability Establishment and
Comprehensive Ethics Reform Amendment Act of 2011.
17. A certification from the proposed contract party that it currently is not and will not be
in violation of section 334a of the Board of Ethics and Government Accountability
Establishment and Comprehensive Ethics Reform Amendment Act of 2011:
Based upon a certification from Landlord, Landlord currently is not and will not be in violation
of section 334a of the Board of Ethics and Government Accountability Establishment and
Comprehensive Ethics Reform Amendment Act of 2011.
18. The status of the proposed contract party as a certified local, small, or disadvantaged
business enterprise, as defined in subchapter IX-A of Chapter 2 of title § 2-218.01 et seq.:
The proposed contract party is not a certified local, small, or disadvantaged business enterprise.
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 Government of the District of Columbia
Office of the Chief Financial Officer 1101 4th Street, SW
Office of Tax and Revenue Washington, DC 20024
Date of Notice: January 10, 2024 Notice Number: L0010716996
USGBF WATERFRONT STATION, LLC FEIN: **-***4388
9830 COLONNADE BLVD STE 600 Case ID: 1806664
SAN ANTONIO TX 78230-2209
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
Authorized By Melinda Jenkins
Branch Chief, Collection and Enforcement Administration
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.
1101 4th Street SW, Suite W270, Washington, DC 20024/Phone: (202) 724-5045/MyTax.DC.gov
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: January 11, 2024
Agency Budget: Department of General Services (AM0)
Occupying Agency: Office of the Chief Financial Officer (AT0)
Ward 6
Funds Needed: $0.00
Purpose: Funding will be needed in FY 2026 upon completion of tenant improvements for
premises located at 1101 4th Street, SW, for the Office of the Chief Financial
Officer.
Certification: This is to certify that $0.00 is needed for FY 2024 and FY 2025.
Cost of Obligation FY 2024: $0.00
Cost of Obligation FY 2025: $0.00
Term: 24 Years
_________________________ January 11, 2023
_________________________
Antoinette Hudson Beckham Date
Cc: Angelique Rice, Associate Chief Financial Officer, GOC
441 4th Street, NW – Suite 890 North - Washington, DC 20001
 GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
Office of the General Counsel
MEMORANDUM
TO: Director, Office of Policy and Legislative Affairs
THROUGH: Xavier Beltran
General Counsel, Department of General Services
FROM: Kimberly C. Jones
Assistant General Counsel, Department of General Services
SUBJECT: Legal Sufficiency Certification for Proposed Second Amendment to
Amended and Restated In-Lease Agreement by and between the District and
USGBF Waterfront Station LLC for premises at 1101 4th Street, SW,
Washington, DC (the “Amendment”)
DATE: January 17, 2024
This is to certify that this Office has reviewed the above-referenced Amendment and that we have
found it to be legally sufficient, subject to the submission of any required materials and Council
approval.
If you have any questions, please do not hesitate to contact me at (202) 727-2800.
__________________________
Kimberly C. Jones
Assistant General Counsel, Department of General Services
________________________________________________________________________________________________
3924 Minnesota Avenue, NE, 6th Floor, Washington, DC 20019 • Telephone (202) 727-2800 • Fax (202) 727-7283
1
 EXECUTION VERSION
SECOND AMENDMENT TO
AMENDED AND RESTATED IN-LEASE AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED IN-LEASE
AGREEMENT (this “Second Amendment”) is made and entered into as of this ___ day
of ________, 20__ (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 USGBF WATERFRONT STATION
LLC, a District of Columbia limited liability company (“Landlord”). Landlord and the
District are each referred to hereinafter as a “Party” and collectively referred to as the
“Parties”.
WITNESSETH:
WHEREAS, pursuant to that certain Amended and Restated In-Lease Agreement,
by and between Landlord and the District, with Lease Commencement Date of October 27,
2021 (the “Base Lease”), as amended by that certain First Amendment to Amended and
Restated In-Lease Agreement dated December 22, 2021 (the “First Amendment”,
together with the Base Lease being the “Original Lease”, and such Original Lease together
with this Second Amendment, the “Lease”), the District leases from Landlord, and
Landlord leases to the District, those certain Premises located at 1101 4th Street, SW in
Washington, D.C., as is more particularly set forth in the Original Lease; and
WHEREAS, the Parties desire to amend the terms of the Original Lease as set forth
h