MURIEL BOWSER
MAYOR
May 22, 2024
Honorable Phil Mendelson
Chairman
Council of the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue, NW, Suite 504
Washington, DC 20004
Dear Chairman Mendelson:
Pursuant to section 451 of the District of Columbia Home Rule Act (D.C. Official Code § 1-
204.51), enclosed for consideration and approval by the Council of the District of Columbia is an
in-lease agreement with 370 L’Enfant Owner LLC for 35,772 square feet of space located at 901
D Street, SW. The leased premises will be occupied by the Department of Youth Rehabilitation
Services.
If you have any questions regarding this contract, please contact Delano Hunter, Director,
Department of General Services (“DGS”), or have your staff contact Tiwana Hicks, Associate
Director, Portfolio Management Division, DGS, at (202) 727-2800.
I look forward to the Council’s favorable consideration of this contract.
Sincerely,
Muriel Bowser
 GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
COUNCIL REAL ESTATE CONTRACT SUMMARY
May 7, 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: 370 L’Enfant Owner LLC, a Delaware limited
liability company (“Landlord”)
Type of Real Estate Contract: In-Lease Agreement (District is tenant) (the “Lease”)
Location of Real Property: 901 D Street, SW
Source Selection Method: Competitive
Primary Term (if applicable): 17 years and 5 months
Consideration to be paid by District:
- First Lease Year Annual Rental: $1,734,942.00
- Certificate of Funding
Fiscal Year 2024: $0
2. If the real estate contract is a lease, a breakdown of the Annual Rental for the first Lease
Year set forth above, the scheduled escalations thereof and known first Lease Year
Additional Rent obligations (e.g., parking and supplemental HVAC costs):
Components of $/RSF Total Amount for Annual Escalations after First
Annual Rental First Lease Year Lease Year
Net Rental $22.16 $792,707.52 2.5%
Initial Operating $9.86 $352,711.92 CPI-based
Costs
Initial Real $6.15 $219,997.80 Based on actual increases in Real
Estate Taxes Estate Taxes
Tenant $10.33 $369,524.76 N/A
Improvements
Allowance
Amortization
_________________________________________________________________________________________________
3924 Minnesota Avenue, NE, 6th Floor, Washington, D.C. 20019 • Telephone (202) 727-2800
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 Total Annual $48.50 $1,734,942.00 N/A
Rental
Known Additional Rent Obligations for First Lease Year
Parking $273.00/monthly $13,104.00 total 2.5% annual escalation
(for 4 fleet spaces)
Overtime HVAC $50/hour Total will depend 3% annual escalation
Costs on usage
3. If the real estate contract is a lease, a description of any options to renew the primary
lease term set forth above, the contract amount for the primary lease term and each
option period (and an explanation of any difference), and a description of any options to
purchase the real property:
The Lease includes one option for the District to extend the primary term by five lease years.
The annual rental for the extension term cannot be determined at this time, but is not anticipated
to be equal to the annual rental during the primary term. This is primarily due to the fact that
the net rental rate for the first lease year of the extension term shall be equal to the then fair
market rental rate for comparable properties in the District of Columbia, as determined by
Landlord and the District. In addition to the payment of the new net rental rate applicable to
the first lease year of the extension term, the District shall continue to pay for escalations in
net rental, operating costs and real estate taxes during the extension term, as such escalations
are described in Section 2 above. The Lease does not include any option to purchase the real
property.
4. A description of the real property to be acquired, developed or leased, including any
applicable improvements:
Street Address: 901 D Street, SW
Square/Lot Number: 0386/0001
Total Building Square Footage: 407,321
Total Premises Square Footage: 35,772
Description of Improvements: The existing building is a 407,321 square foot multi-tenant
office building located on approximately 67,082 square feet of land. The Department of Youth
Rehabilitation Services (“DYRS”) will occupy approximately 35,772 square feet of office
space. The District will also have the use of 4 parking spaces for government fleet vehicles
during the Lease term (22 additional spaces will be available for employee use, at no cost or
expense to the District).
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 Department of General Services (“DGS”) issued a Request for Solicitation (“RFS”) in
July 2022 and October 2022 to building owners in the District of Columbia capable of
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 providing 24,000 to 32,000 square feet of office space. DGS received 8 offers in response to
the October 2022 RFS. The offers were evaluated by a panel comprised of DGS and DYRS
personnel. The panel concluded that the District should negotiate an extension of the existing
lease for DYRS at 450 H Street, NW, which was due to expire in June 2025. A lease extension
was seen as an opportunity to secure favorable terms for the District, including ownership’s
performance of significant deferred building maintenance. DGS studied the shortcomings of
the property and shared its findings and proposed solutions with ownership. Multiple terms
sheets were exchanged between DGS and ownership. After much time, effort and analysis,
DGS determined that 450 H Street, NW could not provide an acceptable, code compliant,
economic solution for DYRS. Accordingly, DGS posted another RFS in the fall of 2023, in
response to which 4 proposals were received. A new evaluation panel comprised of DGS and
DYRS personnel toured each of the 4 properties, modeled the financial terms proposed by each
of the offerors and compared the qualitative aspects of each of the proposed options based
upon the criteria set forth in the RFS. Based on the financial, operational and qualitative
aspects of the proposals, the District selected 901 D Street, SW, subject to further due diligence
and negotiation of a letter of intent. The final decision to select 901 D Street, SW was made
once the District was satisfied with the economic and legal terms of the letter of intent,
including the projected delivery date of the premises.
901 D Street, SW offers a centrally located, Metro-accessible building with space that will
meet the specific needs of DYRS’ service center.
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, personnel, and performance on past or
current real estate contracts with requirements similar to those of the proposed contract:
Landlord is a Delaware limited liability company and is the owner of 901 D Street, SW.
Landlord has no employees. Landlord’s principals are Adam Flatto, CEO and President;
Jonathan Schmerin, Managing Principal and COO; and Peter Armstrong, Managing Director.
Landlord has no past contracts or current contracts with the District.
8. Expected outcomes of the proposed real estate contract:
The execution of the proposed real estate contract is expected to result in the occupancy by
DYRS of the subject space for 17 years and 5 months, and possibly an additional 5 years
pursuant to the extension option described above.
9. A statement that suitable space owned by the District is not available or cannot be
reasonably renovated or altered:
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 Based upon an evaluation of space owned by the District, there is no suitable space owned by
the District, either as-is or which can reasonably be renovated or altered, which would meet
the needs of the District under the proposed real estate contract.
10. ANC notice of the proposed real estate contract:
DGS provided written notice, dated December 11, 2023, to ANC 6D and Councilmember
Charles Allen regarding the proposed real estate contract, as required by applicable law. The
notice provided the ANC with an opportunity to provide written recommendations regarding
the proposed contract within thirty (30) business days. Pursuant to applicable law, DGS would
then give great weight to the issues and concerns raised in any ANC recommendations and
provide a written response to the ANC addressing those issues and concerns. DGS received
operational questions from the ANC as to hours of operation, the location of DYRS’ building
entrance and employee parking, and responded to the questions in writing on March 28, 2024.
DGS has given, and will continue to give, any issues and concerns raised by the ANC great
weight. In addition, DGS has shared the ANC’s questions with DYRS, as the agency which
will operate and perform its functions under the proposed lease.
11. A certification that the proposed real estate contract is within the appropriated budget
authority for the agency for the fiscal year and is consistent with the financial plan and
budget adopted in accordance with §§ 47-392.01 and 47-392.02:
The Office of the Chief Financial Officer has certified the availability of funds for the proposed
real estate contract. Please see the attached Funding Certification.
12. A certification that the proposed real estate contract is legally sufficient:
The Office of the General Counsel for the Department of General Services has certified that
the proposed real estate contract is legally sufficient. Please see the attached Legal Sufficiency
Certification.
13. A certification as to whether the proposed contract party has any currently pending legal
claims against the District:
Based upon a certification from Landlord, Landlord does not have any legal claims currently
pending against the District.
14. A 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. As Landlord is
considered a “disregarded entity” for tax purposes, the name of its parent entity, Georgetown
Meadow 370 Venture LLC, appears on the attached Cityside 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: April 25, 2024 Notice Number: L0011732542
GEORGETOWN MEADOW 370 VENTURE LLC FEIN: **-***9416
500 PARK AVE FL 10 Case ID: 4530904
NEW YORK NY 10022-1606
CERTIFICATE OF CLEAN HANDS
As reported in the Clean Hands system, the above referenced individual/entity has no outstanding
CO
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)
PY
§ 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: April 29, 2024
Agency Budget: Department of General Services (AM0)
Occupying Agency: Department of Youth Rehabilitation Services (JZ0)
Ward: 6
Funds Needed: $0.00
Purpose: Funding is needed for a new lease at 901 D Street, SW. As the current lease is
approaching expiration, it is imperative to secure a new location to ensure
uninterrupted operation of DYRS’ services. This relocation is critical to continuing
their commitment to provide essential rehabilitation services to the youth in our
community.
Certification: This is to certify that $0.00 funding is needed for FY 2024 and $437,011.50 in FY
2025 is subject to approval of the District’s Budget and Financial Plan.
Cost of Obligation FY 2024: $0.00
Cost of Obligation FY 2025: $437,011.50
Term: 17 years, 5 months
_________________________ April 29, 2024
_______________________
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: Tomás Talamante
Director, Office of Policy and Legislative Affairs
THROUGH: Xavier Beltran
General Counsel, Department of General Services
FROM: Jennie O’Flanagan
Assistant General Counsel, Department of General Services
SUBJECT: Legal Sufficiency Certification for Proposed In-Lease Agreement by and
between the District and 370 L’Enfant Owner LLC for premises at 901 D
Street, SW, Washington, D.C. (the “Lease)
DATE: May 7, 2024
This is to certify that this Office has reviewed the above-referenced Lease and that we have
found it to be legally sufficient, subject to the submission of any required materials and Council
approval.
If you have any questions, please do not hesitate to contact me at (202) 727-2800.
__________________________
Jennie O’Flanagan
Assistant General Counsel, Department of General Services
________________________________________________________________________________________________
3924 Minnesota Avenue, NE, 6th Floor, Washington, D.C. 20019 • Telephone (202) 727-2800
1
 EXECUTION VERSION
D.C. DEPARTMENT OF GENERAL SERVICES
IN-LEASE AGREEMENT 1. LEASE NO. ____________
AWARD OF IN-LEASE (L-100)
2. BUILDING NAME AND ADDRESS (No., street, city, state, and zip code)
370 L’Enfant Plaza, SW (Building name)
901 D Street, SW
Washington, DC 20024
3. Your offer is hereby accepted. THIS AWARD CONSUMMATES THE LEASE WHICH CONSISTS OF THE FOLLOWING DOCUMENTS:
(a) this DC DGS Form L-100 (Award of In-Lease),
(b) DC DGS Form L-102 (Accepted Proposal to Lease Space),
(c) DC DGS Form L-105 (In-Lease Agreement Definitions and Standard
Cl