MURIEL BOWSER
MAYOR
October 14, 2021
The Honorable Phil Mendelson
Chairman
Council of the District of Columbia
1350 Pennsylvania Avenue, NW
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
Amended and Restated In-Lease Agreement by and between the District of Columbia and
USGBF Waterfront Station LLC for 274,122 rentable square feet of office space located at 1101
4th Street, SW in Washington, DC. The leased premises would be occupied by the District's
Office of the Chief Financial Officer.
I urge the Council to take prompt and favorable action on this proposed contract. If you have
any questions, please contact Keith A. Anderson, Director, Department of General Services, at
(202) 727-2800.
 GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
COUNCIL REAL ESTATE CONTRACT SUMMARY
October 4, 2021
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
Type of Real Estate Contract: Amended and Restated In-Lease Agreement (District
is tenant)
Location of Real Property: 1101 4th Street, SW
Source Selection Method: Competitive
Primary Term (if applicable): 19 years
Consideration to be paid by District:
- First Lease Year Annual Rental: $16,447,320.00
- Certificate of Funding Amount:
Fiscal Year 2022: $255,912.52 (for storage and supplemental HVAC
costs; Annual Rental will be offset by rent
abatement)
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., storage and supplemental HVAC costs):
Components of $/RSF Total Amount for Annual Escalations after First
Annual Rental First Lease Year Lease Year
Net Rental $33.57 $9,202,275.54 2.85%
Initial Operating $9.24 $2,532,887.28 CPI-based
Costs
Initial Real $10.40 $2,850,868.80 Based on actual increases in Real
Estate Taxes Estate Taxes
Tenant $6.79 $1,861,288.38 N/A
Improvements
_________________________________________________________________________________________________
2000 14th Street, NW, 8th Floor, Washington, DC 20009 Telephone (202) 727-2800 Fax (202) 727-7283
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 Allowance
Amortization
Total Annual $60.00 $16,447,320.00 N/A
Rental
Known Additional Rent Obligations for First Lease Year
Storage Space (a) $12,883.08 monthly (a) $154,597.00 annually (a) 2% annual escalation
(b) $621.37 monthly (b) $7,456.44 annually (b) 3% annual escalation
Supplemental $7,821.59 monthly $93,859.08 annually 3% annual escalation
HVAC Costs
Overtime $30.00 hourly/floor Total for first Lease Year No escalation
HVAC Costs will depend 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 proposed Lease includes one option for the District to extend the primary term by 5 Lease
Years. The Annual Rental during the primary lease term is described above. 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 District has a right of first offer to purchase
the Building if Landlord decides to sell the Building during the term of the Lease.
4. A description of the real property to be acquired, developed or leased, including any
applicable improvements:
Street Address: 1101 4th Street, SW
Square/Lot Number: 0542 / 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 Lease, the Districts Office of the Chief Financial
Officer (OCFO) would continue to occupy 274,122 RSF of office space. OCFO would
also continue to have the use of up to 220 parking spaces for government fleet and
employee vehicles during the Lease Term.
5. A description of the Districts specific real property need associated with the proposed
real estate contract and the selection process, including the number of offerors, the
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 evaluation criteria, and the evaluation results, including price, technical or quality, and
past performance components:
On March 24, 2021, DGS began a competitive process for the space needs of OCFO by posting
a Request for Space (RFS). DGS received 11 proposals - 5 for existing buildings and 6 for
new construction options. The offers were evaluated by an evaluation panel comprised of DGS
personnel and members of Savills, Inc. (a contractor and real estate consultant to DGS). The
evaluation panel modeled the financial terms proposed by each of the offerors and compared
the qualitative aspects of each offer based upon the criteria set forth in the RFS. The evaluation
panel created a short list of 4 properties based on the results of the financial and qualitative
analyses, which were scored using weighted criteria specifically designed for this requirement.
The short list properties were toured by the evaluation panel (presentations were provided for
new construction options). During this process, DGS and Savills engaged in negotiations with
Landlord (one of the respondents to the RFS) for a new lease in order to allow OCFO to
continue to occupy space at 1101 4th Street, SW and to secure more favorable lease terms for
the District. As a result of the competitive process described above, DGS created leverage
with Landlord resulting in $17,057,564.00 in FY 2022 savings in the form of rent abatement
and a $42,448,505.02 tenant improvement allowance for the current leased premises. The
evaluation panel determined that this option was best for OCFO. The final decision to select
1101 4th Street, SW was made once the evaluation panel was satisfied with the economic and
legal terms negotiated in the Letter of Intent.
1101 4th Street, SW offers OCFO with the opportunity to:
o redesign their spaces to better serve their needs;
o improve workplace efficiencies;
o improve operational adjacencies and workflow; and
o conform space to current District work standards.
6. The background and qualifications of the proposed contract party, including its
organization, 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 has been the Districts
landlord since it acquired 1101 4th Street, SW in May of 2011. Landlord has performed
satisfactorily to date under the 2 existing leases it has with the District at both 1100 4th Street,
SW and 1101 4th Street, SW.
7. Expected outcomes of the proposed real estate contract:
The execution of the proposed real estate contract is expected to result in the occupancy by
OCFO of the subject space for 19 Lease Years, and possibly an additional 5 Lease Years
pursuant to the extension option described above.
8. 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.
9. ANC notice of the proposed real estate contract:
Notice was not sent to the applicable ANC based on Portfolio Divisions Standard Operating
Procedures (SOP) relating to ANC notices. The applicable SOP states the following, If
DGS intends to enter into (i) a lease amendment under which leased premises will be added,
(ii) a new lease agreement at a location or in a building where DGS has an existing lease
agreement, or (iii) a new lease agreement which replaces an existing lease agreement where
the new lease agreement increases the lease premises, the Realty Specialist shall provide the
PMEA with the information required in the monthly report if the square footage being added
is equal to or exceeds the greater of (x) 25,000 square feet, or (y) 20% of the square footage
being leased under the existing lease (or if there is more than one District lease at the same
subject property or building, 20% of the total square footage being leased under the existing
leases). Otherwise, an ANC Notification Letter will not be required for a lease amendment, a
new lease agreement at a location or in a building where DGS has an existing lease agreement
or a new lease agreement which replaces an existing lease agreement. Since the proposed
Amended and Restated Lease is a replacement for the existing lease at the property and does
not increase the size of the leased premises, notice was not sent to the applicable ANC
regarding DGS intent to acquire a leasehold interest under the proposed Amended and
Restated Lease.
10. 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.
11. 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.
12. A certification as to whether the proposed contract party has any currently pending legal
claims against the District:
According to the Districts Office of the Attorney General and based upon a certification from
Landlord, Landlord does not have any legal claims currently pending against the District.
13. A certification that the Citywide Clean Hands database indicates that the proposed
contract party is current with its District taxes:
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 The proposed contract party is current with its District of Columbia taxes. Please see the
attached Citywide Clean Hands certificate.
14. 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.
15. 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: September 30, 2021 Notice Number: L0006317824
USGBF WATERFRONT STATION, LLC FEIN: **-***4388
9830 COLONNADE BLVD STE 600 Case ID: 969209
SAN ANTONIO TX 78230-2209
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 Marc Aronin
Chief, Collection Division
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: October 04, 2021
Agency Budget: Department of General Services (AM0)
Occupying Agency: Chief Financial Officer (AT0)
Funds Needed: $255,912.52
Purpose: Funding is needed for an Amended and Restated In-Lease at 1101 4th Street, SW.
The In-lease provides District agencies 274,122 Sq. Ft. of office space.
Certification: This is to certify that $255,912.52 is available for FY 2022. Funding for FY 2023 in
the amount of $16,965,228.65 is subject to approval in the Districts Budget and
Financial Plan.
Cost of Obligation FY 22: $255,912.52
Cost of Obligation FY 23: $16,965,228.65
Term: 19 Years
_________________________ 10.04.21
_______________________
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: Ronan Gulstone
Director, Office of Policy and Legislative Affairs
THROUGH: Xavier Beltran XB
General Counsel, Department of General Services
FROM: Katherine Jough KJ
Senior Assistant General Counsel, Department of General Services
SUBJECT: Legal Sufficiency Certification for Proposed Amended and Restated In-Lease
Agreement by and between the District and USGBF Waterfront Station LLC
for premises at 1101 4th Street Street, SW, Washington, DC (the Lease)
DATE: October 4, 2021
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.
__________________________
Katherine Jough
Senior Assistant General Counsel, Department of General Services
________________________________________________________________________________________________
2000 14th Street, NW, 8th Floor, Washington, DC 20009 Telephone (202) 727-2800 Fax (202) 727-7283
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 EXECUTION VERSION
D.C. DEPARTMENT OF GENERAL SERVICES
AMENDED AND RESTATED IN-LEASE AGREEMENT 1. LEASE NO. ____________
AWARD OF IN-LEASE (L-100)
2. BUILDING NAME AND ADDRESS (No., street, city, state, and zip code)
Waterfront Station West Building
1101 4th 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 (Amended and Restated In-Lease Agreement
Definitions and Standard Clauses and Provisions),
(d) Exhibit A (Depiction of Premises),
(e) Exhibit B (Legal Description of Land),
(f) Exhibit C (Work Exhibit for Tenant Improvements),
(g) Exhibit D (Form of Declaration of Delivery),
(h) Exhibit E (Rent Schedule of Net Rental),
(i) Exhibit F (Form of SNDA),
(j) Exhibit G (Form of Tenant Estoppel Certificate),
(k) Exhibit H (Form of Declaration of Final Accounting),
(l) Exhibit I (Janitorial Speci