10-5-12 letter to alcoholic beverage regulation administration with enclosures

manatt manatt I phelps I phillips

Jennifer Sincavage Manatt, Phelps & Phillips, LLP

Direct Dial: (202) 585-6568 E-mail: [email protected]

October 5, 2012

Client-Matter: 43858.001

BY E-MAIL AND COURIER

Alcoholic Beverage Regulation Administration 2000 14th Street, NW, Suite 400S Washington, DC 20009

Re: Request for Rehearing - License No. ABRA-089498 - 2441 Market Street, NE

Dear Honorable Members of the Board:

We write to bring to your attention facts that have come to light since the Alcoholic Beverage Control Board ("Board") granted the above-referenced license application on July 9, 2012. See attached. We believe these materials are important to the Board's consideration of our request for a re-hearing on the above application, which the Board will consider at its meeting on October 10, 2012.

Enclosures

cc: ANC 5A Chairperson, Janae Grant Kyrus Freeman, Holland & Knight

700 12th Street, NW., Suite 1100, Washington, District of Columbia 20005 Telephone: 202.585.6500 Fax: 202.585.6600

Albany I Los Angeles I New York I Orange County I Palo Alto I Sacramento I San Francisco I Washington, D.C.


Jennifer Sincavage Manatt, Phelps & Phillips, LLP

Direct Dial: (202) 585-6568 E-mail: [email protected]

October 5, 2012

Client-Matter: 43858.001

BY E-MAIL AND COURIER

District of Columbia Board of Zoning Adjustment 441 4th Street N.W. Washington, D.C. 20001

Re: Requests regarding ANC 5A Letter and/or Report in Support of Costco's Application for a Special Zoning Exception (Case No. 18395)

Honorable Members of the Board:

We write to bring to your attention facts that have come to light since the Board of Zoning Adjustment ("Board") held its initial hearing on the above-referenced matter on September 11, 2012. We also request that the Board decline to accept any report or letter from ANC 5A in support of the above-referenced application, and send the matter back to ANC 5A to receive proper community input and then report its position to the Board in compliance with District law and regulation.

As an initial matter, the Board should decline to accept any report or letter from ANC 5A concerning Costco's application as untimely. Title 11 D.C.M.R. § 3115.1 of the D.C. Zoning Regulations states that the written report of the ANC shall be submitted to the Board at least seven (7) days in advance of the hearing. Additionally, ANC 5A's own bylaws state that "within 30 days of receiving notification from the District Government of proposed actions...the Commission shall forward its written recommendations with respect to the proposed actions to the...appropriate agency." See Attachment 1, ANC 5A Bylaws, Article V, Section 7 (emphasis added).

The Board should also decline to accept any letter or report from ANC 5A given the following facts, which have only recently come to light. On September 26, 2012, ANC 5A held a regular meeting at the Potomac Lighthouse Public Charter School in Northeast. Towards the conclusion of that meeting, Robert King, Commissioner of 5Al2, motioned for a vote, which was properly seconded, to support Costco's special zoning exception request for permission to construct a gasoline station in Fort Lincoln subject to certain traffic conditions. The vote passed 6 to 3 (with one abstention, and one absence) over the objection of numerous residents of the community who requested further discussion; over the objection of Commissioner Angel Alston of 5A03 who noted that proper ANC procedure and protocol had not been followed for taking such a vote; and over the objection of Commissioner Carolyn Steptoe of ANC 5A07, who

700 12th Street, N.W., Suite 1100, Washington, District of Columbia 20005 Telephone: 202.585.6500 Fax: 202.585.6600

Albany I Los Angeles I New York I Orange County I Palo Alto J Sacramento I San Francisco I Washington, D.C.


District of Columbia Board of Zoning Adjustment October 5, 2012 Page 2

demanded first an explanation from Commissioner King with respect to documents she found on the ANC 5A computer that called into question his impartiality in the matter. Commissioner Steptoe also noted that she had referred those documents to the District of Columbia Office of the Attorney General for further investigation. See Attachment 2, August 22 Email from Commissioner Steptoe to the D.C. Office of the Attorney General and D.C. Attorney General Iry Nathan.

The documents Commissioner Steptoe was referring to relate to a lawsuit filed on August 9, 2012 by Commissioner King against DAG SPE Managing Member, Inc. ("DAG SPE"). See Attachment 3, Verified Complaint in the Matter of King v. DAG SPE Managing Member, Inc. DAG SPE is the holding company for approximately 22 of the 34 gasoline stations in the District operated by members of the Independent Gas Station Operators Alliance ("IGSOA"), who were granted party status in this matter by the Board at the September hearing. According to the President of DAG SPE, the dispute between Commissioner King dates back to March 30, 2011. See Attachment 4, March 30, 2011 Letter from Weinstock, Friedman & Friedman, P.A. to Eyob Mamo.

This lawsuit seriously calls into question Commissioner King's impartiality in advocating on behalf of Costco at the September 10 single member district ("SMD") meeting he held on the eve of the BZA hearing (at which his district voted in support of the gasoline station), at the September 11 BZA hearing at which Commissioner King testified in support of Costco's request, and at the September 26 ANC 5A meeting at which Commissioner King called for a vote to support the special exception request. In addition to Commissioner King's failure to disclose his clear conflict of interest (which developed as early as March 2011) to the members of his district, the commissioners of ANC 5A, and this Board, Commissioner King's actions have been fraught with other improprieties at every stage of his advocacy of Costco's proposal.

At the ANC 5A meeting on September 26, Claude Matthews, a resident of Commissioner King's SMD, objected to the fact that a Holland & Knight attorney representing Costco in this matter assisted in counting the votes taken at the September 10 meeting in support of Costco's proposed gas station. According to Commissioner Steptoe of ANC 5A07 who was also in attendance at that meeting, the votes were informally tallied, and the final number reached was 30-50 votes shy of the number Commissioner Steptoe counted.

At the September 11 BZA hearing, Commissioner King testified twice that ANC 5A would vote on whether to support Costco's special exception request for a gasoline station at its September 26 meeting. See BZA September 11 Hearing Transcript at pp. 274, 280. Yet, the agenda for the September 26 meeting contained no mention that such a vote would be taken. See Attachment 5, September 26 ANC 5A Meeting Agenda. Any report submitted by ANC 5A to the BZA at this juncture will, pursuant to 11 D.C.M.R. § 3115.1(c), be required to state that



proper notice of the September 26 meeting was not given to the community—a fact that should seriously undermine any weight the Board gives to such a report.

Additionally, the vote taken on September 26 violated Article V, Section 9 of the ANC 5A Bylaws, which state that `Thesident views will be incorporated in positions taken by the Commission." See Attachment 1, infra. No substantive discussion was allowed by Chairperson Janae Grant of ANC 5A prior to the vote taken on September 26; rather, residents who attempted to express their views were continually ruled out of order.' Commissioner Alston of ANC 5A03 also noted that the vote was premature as it had not yet been put to a vote by the Committee of the whole in compliance with ANC rules and procedures.

In light of his ongoing dispute with DAG SPE, the indirect owner of the majority of the service stations operated by IGSOA members, and Costco's most vocal opponent in this matter, Commissioner King had an obligation to recuse himself from any discussion by his SMD, ANC 5A and the Board on the issue of Costco and its request for permission to construct a gasoline station in Fort Lincoln. At the very least, Commissioner King had an obligation to inform the residents in his district, the commissioners of ANC 5A and the Board of his conflict of interest.

Given that Commissioner King has been the driving force behind ANC 5A's support of Costco's proposal, and combined with the other improprieties that have taken place (i.e., a Costco legal representative counting the votes at the 5Al2 SMD meeting on September 10, the refusal of ANC 5A Chairperson Grant to allow community members to express their views prior to the vote on September 26, and ANC 5A's failure to follow proper ANC procedure and protocol in allowing the vote), we ask that the Board refuse to accept any ANC 5A letter or report submitted in support of Costco's gasoline service station application, and send the matter back to ANC 5A for proper community input, so that ANC 5A can report to the Board in compliance with District law and regulation. In the alternative, we ask that the Board decline to

One of the ANC commissioners on the panel noted that an earlier exchange between Ward 5 Councilmember Kenyan McDuffie and several members of the audience during the Councilmember's presentation constituted sufficient community input.



extend the discretion typically afforded to an ANC's position under 11 D.C.M.R. § 3115.2 in reaching its final determination in this matter.

Enclosures

cc: ANC 5A Chairperson, Janae Grant Kyrus Freeman, Holland & Knight

Attachment 1

BY-LAWS OF

ADVISORY NEIGHBORHOOD COMMISSION 5A

Article I - Name

There is established by the Couneil of the District . of Columbia Advisory Neighborhood Commission 5A. This Commission shall be called the Advisory Neighborhood Commission 5A of the District of Columbia as described in the District of Columbia Self-Government and Governmental Reorganization Act 87 Stat. 788 Section 412. The Ward 5 Commission consists of Single Member Districts 5A-01 through 5A-12 as is established by Single Member District boundaries subject to legislative amendments and citizens ratification.

Article II - Object

Section 1.a., This Commission shall advise the Council of the District of Columbia, the Mayor and each executive agency an Government of the District of Columbia with respect to all proposed matters of District of Columbia policy including decisions regarding planning, streets, recreation, social service programs, education, health, safety, and sanitation which affect the Commission area. Proposed actions of the District governmental policy.shall be the same as those for which prior notice of proposed rule-making is required pursuant to D.C. Code S 1-1505(a) or as it pertains to the Council of the District of Columbia. Upon date of reeeipt of any notification and intended action to this Commission, notices shall be given to the general public within a seven (7) day period. After hearing consideration from citizens and agencies, the Commission shall respond to the action agency. (s) and citizens within a twenty (20) day time frame. Any decisions made during emergency sessions will be in effect only until such time when notification can be made.

Section 1.b. Proposed District Government actions that the Commission shall have the opportunity to comment upon shall not be limited to actions of the Council of the District of Columbia, the executive branch or independent agency. The Commission will advise each

• agency, board and commission regarding the award of any grant funds to a citizen organization or group, the formulation of any final policy decision or guideline with respect or proposed zoning changes, variances, public improvement, licenses, or permits affecting said Commission area, the District budget and city goals and priorities, proposed changes in District Government service delivery and the opening of any proposed facility system.

Section 2, The Commission will present its view to any Federal of District agency.

cont, Article - Object

Section 3,, The Commission may initiates its own proposals for District Government action. Any proposal submitted by the Commission will bear the signature of the chairperson and the corresponding secretary to the Commission.

Section 4 The Commission will acknowledge and monitor written complaints of.Commission area residents with. respect to problem and the delivery of services provided by the District Government, Federal Government, and other agencies; and will file comments on same with the appropriate District Government, Federal Government, and other agencies entities as well as the City Council of the District of Columbia. Complaints will be filed in the Commission's office with a copy to the chairperson of the Commission. The Duties and Responsibility Act also provided that "each Commission shall have access to D.C. officials and to all District Government official documents and public data pursuant to Commissions Order #71-370 that are material to the exercise of its development of recommendations to the District Government.° The Commissions order referred to is the local Freedom of Information Act by which citizens can obtain certain information from the District,

Section 5. On or before November 30 of each year, the Commission shall file an annual report with the Council of the District of Columbia and the Mayor for the preceding fiscal year. Such report shall include but shall not be limited to:

a. Summaries of important problems perceived by the Commission and in order of their priority,

b. Recommendations for action to be taken by the District Government.

c. Recommendations for improvements on the operation of the Commission.

d, Financial reports.

e. Summary of Commission activities.

Section 6 The Commission other than for neighborhood or community enhancement campaigns may operate programs only in conjunction with existing governmental activities provided that sueh activities on behalf of the Commission not duplicate already programs or services and further, provided that the Commission's programs are not conducted on a contractual basis with existing governmental agencies.

Section 7. The Commission shall constitute the citizen, advisory mechanism required by any Federal statute, working in conjunction with all other citizen groups as lead agency.

Articles al - Members

Section 1. The Commission shall be comprised of those persons duly elected and certified by the District of Columbia Board of Elections to Single Member Districts within.area 5A.

Section 2., Fach member of the Commission shall serve for a term of two years which shall begin •at noon on the second day of January next following the date of election of such Member, or at noon on the day after the date the Board certifies such election of such member, whichever is later, except that.the terms of the members elected at the first election for members of Advisory Neighborhood Commission 5A shall begin at noon on the first day of March 1976, of at noon on the day after the date Board certifies the results of such election, whichever is later, and shall terminate at noon on the second day of January 1978. Vacancies shall be filled in accordance with Section 8(d) of the Advisory Neighborhood Commission Act of 1975. Vacancies that occur less than six (6) months prior to regularly scheduled election of members of Advisory Neighborhood Commission should be filled on a temporal basis by the chairperson and members of Advisory Neighborhood Commission 5A.

Section 3.. The members shall serve without compensation; however, appropriate expenses may be reimbursed upon authorization by the Commission as specified in Article IV, Section 28 of these By-Laws.

SeCtion 4,, MI members shall have equal voting rights following the principle of one person, one vote. There shall be no voting proxy. The Commission as well as each commissioner of the Commission shall maintain a record of attendance of the members. Commissioners absence from meetings will be indicated as excused or unexcused. Such records shall be forwarded to the Commission's recording secretary for recordation and shall be available for public inspection. All meetings of Advisory Neighborhood Commission 5A should be recorded and kept for one year until such time when the compilation of all information for the District Government (budget) has been made. Minutes shall be transcribed and copies provided all commissioners within a reasonable time after meeting dates.

Article rv - Officers

Sectibn 1. The Commission shall elect a chairperson, a vice chairperson, corresponding secretary, recording secretary, treasurer, parliamentarian and such other officers as may be necessary from among the Commission members.

Section 2. The election of officers shall take place in January of each year on a day specified by the Commission, following the certification of a majority of the members of the Commission by the District of Columbia Board of Elections and Ethics.

cont. Articles IV - Officers

Seetion..3, The election process shall take place at a Commission meeting no later than 30 days prior to the expiration of the terms of officers. Nominations shall be made by Commission members at such meeting. There shall be no limit as to the number of nominations except that each nomination must be seconded.

Stction_4 4 A quorum for the election shall be one-half plus one of the Commission membership,

a. The chairperson shall attempt to hold elections at times when all commissioners can be available giving consideration t deaths and natural disasters.

b. The chairperson will give at least a fourteen (14) day notice to all Commissioners informing of dection date, time, and place.

Se&tion...5„. Each candidate for office shall be nominated from the floor.

a. A candidate may nominate himself or herself but may not second the nomination.

b. A nomination speech of two minutes may be made.

c. Each nomination must be seconded, but no seconding speech will be permitted.

d. . After nominations are closed, each candidate may make a two minute speech. .

Section 6. When nominations are closed, the election shall be conducted by the recording secretary of the Commission or such other person appointed by the Executive Committee, who has not been nominated shall certify the returns. The members who have received the most votes shall be elected.

Section 7. Voting on each office shall occur before the floor is opened for nominations for another office.

Section 8, The elected officers shall be elected to serve for one year or until their successors are elected, and their terms of office shall commence at the close of the regular meeting at which they are elected. In the event of a vacancy, the officer filling the vacant position shall only serve out the term of the officer he/she replaced.

$eetion 9. A simple majority shall be required for election of officers. If there is not simple majority after the first ballot, there shall be an election between the two candidates receiving the most votes.

Srs,tioz 10..1..n cue of vacancies among officers, the Executive Committee shall appoint inter:n officers from among Commission persons. A special meeting shall be called for the purpose of nominating and electing officers to fill vacancies.

cont. Articles IV - Officers

Section 12. The chairperson shall serve as a convener of the Commission and shall chair the Commission meetings. The vice chairperson shall fulfill the obligations of the chairperson in his/her absence.

aectiOn_13.. The chairperson may rule on procedural questions from the chair and such rulings may be overturned by a majority of the Commission.

Section 14. Bach standing committee shall be chaired by a commissioner. The chairperson of each such committee or task force shall be appointed by the Commission as shall be the members to that task force or committee.

Section 15. In the case of a vacancy in the office of treasurer there shall be within seven (7) days of such vacancy a special meeting of the Commission to select a new treasurer in accordance with these By-Laws.

Section 16 The vice chairperson shall provide such assistance to the chairperson as is requested and shall perform such duties as may be delegated by the chairperson.

Section 17. In the chairperson's absence, or when the chairperson wishes to give up the chair, the vice chairperson shall act as the chairperson.

Section 18. The recording secretary shall be responsible for the preparation of the minutes for all meetings of the Commission and for the distribution of copies of minutes to all members of the Commission pursuant to forthcoming amendments.

Section 19. The corresponding secretary shall be responsible for maintaining records of all activities and shall perform such other duties as the chairperson may direct.

Section 20. In the preparing of minutes, reports, etc., the recording secretary shall have the assistance of the Commission staff as may be required.

Sedisn2.L. The recording seeretary shall serve as a central repository of copies of minutes of all standing, special, and administrative committees.

Section 22. The corresponding secretary shall issue notices of meetdngs and conduct the general correspondence of the Commission.

Section 11 Deleted - Action taken by Commission at the ANC SA's Committee-of-the-Whole meeting schedul:d November 7, 1996.

cant, Articles IV - Officers

Section 23.. The treasurer and the Commission as a whole shall develop an annual fiscal year budget request forms to be provided by the Mayor of the District of Columbia office prior 'to which such budget shall be submitted to the residents of the Commission's area, in March of each year for their review and comments,

Section 23a. Draft form of the Commission's proposed budget will be available, no later than February 28th of each year.

Section 24, A final budget shall be submitted to the Council of the District of Columbia and to the Mayor on or before April 30th of each year provided that submission of any different dates may be required to conform with the District of Columbia budget schedule.

Section 25., The treasurer shall prepare and the Commission approve a quarterly financial report within 30 days ofthe close of each fiscal quarter. These reports shall be public documents and shall be available for public inspection. The quarterly report signed by the treasurer and chairperson of the Commission and attested by the recording secretary as having been approved by the Commission with the District of Columbia auditor.

SCction..2.6. The treasurer shall be bonded. The treasurer shall file with the District of Columbia auditor a cash or surety bond in the amount of $1,000.00. The treasurer shall file with the Office of the District of Columbia Auditor on a form provided by said auditor a statement giving: .

a. The treasurer's name.

b. Home address.

c. Business telephone number.

d. Business address'

e. Home telephone number

f. Location of the books and the records of the Commission.

g. Name and location of each depository.

Section 27. The treasurer and Commission will secure an investigate a local bank within Ward 5 boundaries as an institution of depository with affirmative action program:

a. The Commission will establish a checldng account in the name of Advimy Neighborhood Commission 5A at a District of Columbia bank in Ward 5. Li addition, a savings accsunt at a District of Columbia savings institution in 5 may be established to invest funds not immediately needed for the Commissior''.1 operations. If the Commission desires to establish more than these accounts it Vii

do so only after obtai2sig the written approval of the District of Columbia

cont. Articles IV- Officers

b. All checks will bear the name of the Commission on the face checks and be prenumbered by the bank. A commercial type checkbook will be used, which has space for entering each check and a brief explanation of the nature of the disbursement,

c. All checks will be issued by the treasurer in consecutive order. ,

d. All voucher packages will be retimed for a period of seven (7) years.

Seclion.28.,, Every expenditure of funds by the Commission shall be authorized in writing by the treasurer and recorded in the Commission's books of accounts, provided, however, _that the treasurer may disburse to another Commission member or employee of the Commission amounts not in excess of $50,00 out of petty cash funds.

Article V - Meetings

Section I. Pursuant to the provisions of S 742(a) of the District of Columbia Self-Government and Government Reorganization Act, all meetings of the Commission shall be open to the public. The Commission shall have its regular meetings on the fourth Wednesday of designated month except August. If the meeting is canceled due to a holiday, emergency, etc., the meeting shall take place within a fifteen (15) day period. All members shall have equal voting rights.following the principle of one person, one vote. There shall be no voting by proxy. The Commission as well as each committee of the Commission shall maintain a record of attendance of the members. Commissioners absence from meetings will be indicated as excused and unexcused. Such records shall be forwarded to the Commission's recording secretary for recordation and shall be available for public inspection. All meetings of the Advisory Neighborhood Commission 5A should be recorded and kept for one year until such time when the compilation of all information for the District Government (budget) has been made. Minutes shall be transcribed and copies provided all commissioners within a reasonable time after meeting dates.

Section 2. No official action may be taken by the Commission unless a majority of the elected representatives of the Commission are present and voting. •

Section 3. The Commission shall convene the residents of its Commission area at regular intervals at least four times a year to hear resident views on problems in the Commission area and on proposed District Government actions affecting said area.

Smtion 4 The Commission shall generally meet at regular intervals, not less than niite times a year to consider matters before the Commission which may include but not be Htniteri to consideration of actions CV pmposed actions of the Council of the Dif.:trict of Columbia, the i7.:xecutive branch or any indepen:ient agency, board or commission and reommendatic:.4th

cont. Articles V - Meetings

Section 5. Meeting places shall be varied so as to be held in all geographical areas of the Commission.

Section,6, No less that seven (7) days' notice shall be given by the Commission of its meetings or convocations by posting written notices in at least two conspicuous places in each Single Member District within the Commission area, except when shorter notice for good cause is necessary o in the case of an emergency.

Section 7. Within 30 days of receiving notification from the District Governinent of proposed actions or propbsal final policy decisions or guidelines, the Commission shall forward its written recommendations with respect to the proposed actions to the Council of the District of Columbia, the Mayor of the District of Columbia, and the appropriate agency, board or commission.

Section, 8. If, with respect to the proposed action, the Commission does not have a recommendation, it shall indicate same in writing within the required time.

Section 9. Resident views will be incorporated in positions taken by the Commission.

Section 10. The Commission may 'establish such mechanisms as will insure the broadest dissemination of information with respect to the Commission meetings, positions, and actions. The Commission shall make good faith effort to involve all segments of the CommissiOn population in its deliberations regardless of race, sex, age, voting status, religion, or economic status.

stational._ Special meetings of the Commission can be called by the chairperson or by the Executive Committee or by written request of one-sixth of the Commission membership. The purpose of the meeting shall be stated in the notice and no other topic may be discussed at that meeting. Reasonable notice shall be given in writing.

Section 12. The Commission may hold joint meetings with other Advisory Neighborhood Commission to deal more effectively with or respond to similar concerns and issues which transcend and affect the areas of the Commissions, jointly meeting and for informational purposes.

Stetional. Joint Commission meetings may be held only after the Commission votes by a • majority to participate in such joint meetings and t discuss such matters as have been given to each participant Commission in a meeting held prior to each such joint meeting.

Sectima, The Commission members shall reflect but not necessarily be bound by the views of the Commission. The Commission members attending the associated Commission shall have no power other than what their Commission shall have agreed upon.

cont. Articles V - Meetings

Section 15. All associated meetings of Commissions shall be open and at least 14 days' notice shall be given by posting written notices in at least two conspicuous places in each Single Member District of Commission.

a. The Commission may appoint a spokesman and other representatives to the joint commission.

Section 16., Voting at joint meetings shall be limited to the Commission members. The hosts by-laws shall prevail.

Stetion.12.. Commission actions except for amending these By-Laws, shall be approved by a simple majority of those Commission members present and voting.

Seetion 18. In the case of a tie vote, the motion for Commission action shall fail.

Article VI Executive Committee

Section 1. There shall be established an Executive Committee of Advisory Neighborhood Commission 5A.

Section 2 The Executive Committee shall consist of, and be limited to:

A. Chairperson B. Vice Chairperson C. Secretaries ( recording and correspondence) D. Treasurer E. Parliamentarian

Section 3. The Executive Committee-of the Commission shall have the authority to establish special committees.

aect4on 4. The Executive Committee of the Commission shall have the power to act with the full authority of the Commission in emergency situations providing an attempt is made to contact individual commissioners on the issue.

a. All actions.of the Executive Committee shall be subject to the approval of the full Commission at a later meeting.

Sm.tion 5. Vacancies on the Execiitive Committee shall be promptly filled, using the procedure, and maintaining the composition outlined in these By-laws.

cont. Articles VI - Executive Committee

lioLfia. The Encutive Committee may recommend the removal of a member of the Executive Committee for sufficient cause that is detrimental to the Advisory Neighborhood Commission, but removal must be by majority vote of the' Commission.

section 7. A majority of the members of the Executive Committee shall constitue a quorum for executive meetings.

Article VII- Committees

Section 1. There shalll be two categories of committees:

a. Standing committees - Those created permanently with the concurrence by majority vote of the Commission.

b. Special Committees - Those created temporarily by the Conunissin and/or the Executive Committee of the Commission.

Such committes may include citizen representation. Each Commission may involve representatives of other neighborhood groups in he work of its standing or special committee.

Section 2. Each standing committee shall be chaired by a commissioner.

Section 3. The Executive Committee of the Commission shall have the power to recommend the appointment or removal of standing committee chairpersons.

Section 4. The standing committees shall also elect or appoint such other officers as are needed.

Section 5. The composition, manner of selection and duties of all special committees shall be determined by the Executive Committee of the Commission, with the concurrence of the Commission.

ection 6. Any special committee created by the Commissionbecomes a standing committee withe the concurrence of the Commission.

ection 7. Upon transformation of a special committee into a standing committee, the Commission members serving on, and purpose of the committee, shall remain the same; except that the Executive Committee of the Commission may make such changes as are necessary. with the concurrence of the Commission.

staismiL, The time and regularity of Executive Committn, standing and special comrLtees meetings shall be established by the respective committees themselves.

cont. Articles VII - Committees

a. Each committee shall have the power and the responsiblity to develop attendance requirements for the committee its sub-committees. The chairpersons of the committee has the authority to remove non-participating members.

Articles VIII - Parliamentary Authority

Itobert's Rules of Order Newly Revised shall govern the Commission in all cases in which they are not inconsistent with these By-Laws and any special rules of order the Commission may adopt.

Article IX - Miscellakv

Section 1. The Commission may not solicit or accept funds for a Federal or District Government agency or private source except as my be specifically or previsously authorized by resolution of the Council of the District of Columbia, provided that receipt of contributions of $100.00 or less from a single contributior need not be approved by the Council of the District of Columbia.

' Section 2. The Commission within its ward may pool its funds in accordance with agreements established by the Commission members.

swim& Should the Commission fell legal redress is required, it shall petition the COUriCil of the District of Columbia through its special committee on Advisory Neighborhood Commissions or such successor committee.

SectionAL Any Commission member may institue a legal action in the courts of the District of Columbia or in the Federal courts, but the Commission itself shall not have such power.

Section_5. The Commission shall have no authority to incorportate; however, no member of the Commission may be liable for action taken. as an elected representative from a Single Member District.

Stclionii, Employees of the Commission shall be hired by the Commission and shall serve at the pleasure of the Commission.

Seclion.2. The Commission shall establish position descriptions for its employees. The employees of the Commission may be hired on a full-time or a part-time basis and for attindefinte or for a defmite term, Persons hired by the Commission shall meet the qualifications established in the job description.

Miele X - Amendment of By-Laws

Section 1. The Commission shall file an up-to-date of each and all amendments thereto with the Council of the District og Columbia with in seven (7) daays of the initial adoption.

Section 2. Revision of these By-Laws requries a two-third vote of the entire Commission with at least tow weeks prior notice to each Commission member that the rules will be recommended for change. Such notification shall include the suggested changes.

Section 3.. .These Buy-Laws shall be consistent with all Congressinal and District of Columbia legislation and other applicable laws regarding Advisory Neighborhood Commissions and any inconsistencies are to be held null and void.

Section 4. Where not otherwise provided, the procedure of the Commission shall be governed by Roberts' Rule of Order.

Section 5. These By-Laws shall.be open to the public.

Attachment 2

From: Steptoe, Carolyn C.(ANC 5A07) Sent: Wednesday, August 22, 2012 12:36 AM To: ATD OAG Cc: Nathan, Irvin (OAG) Subject: AG NATHAN: ANC COMMISSIONER INVESTIGATION

Dear Attorney General Irvin Nathan and OAG:

I am a 2-term ANC Commissioner in Ward 5. I was very conflicted about this sending this and exhausted much consideration (and prayer) about the possible fallout. However, I view this as very serious and am now confident about what I need to be done and what I am supposed to do. I am not interested in full expose or identification of this (I trust your office will handle discreetly). But both my Biblical moral beliefs and my fiduciary responsibilities to the constituents who elected me necessitate this action. Regrettably, I believe the attached documents may serve as sufficient evidence for the Office of the Attorney General to investigate 5A ANC Commissioner Robert "Bob" King. As a non-attorney, it appears the attached documents depict a duplicitous (pay-to-play) alliance between 5A ANC Commissioner Robert "Bob" King's and Joe Mamo. The documents reference a period from 2000-2012.

I will state at the outset that I am aware that in recent month the Office of the Attorney General and some DC councilmembers investigated and/or pursued Mr. Mamo. My interest does not lay there. Instead, as the 5A ANC commissioner in the district (5A07) wherein a small group of elderly, senior long-term property owner constituents feel railroaded, sold-out and bought out by some 5A ANC commissioners as relates to a 7-story, 220+ unit apartment building approved for development w/in 10-200 feet from their homes ("901 Monroe/Colonel Brooks" project), these attached documents seem to legitimized speculation I raised to OAG in a March 2011 advice query email: my speculative concerns about improprieties and duplicitous affiliations between businesses and ANC commissioners. In my 5A07 case, then (March 2011) and now, my impropriety speculation involved the 901 Monroe/Colonel Brooks developers (Bo Menkiti, Jim Steigman and Horning Brothers) possibly cutting a deal with Commissioner King (and others). To date however, all remains speculative. Unfortunately for the elderly senior citizens, this 7-story project was approved by my ANC and the Zoning Commission.

Still, I have difficulty looking into the fragile, delicately fearful faces of my elderly property owner constituents. They speak daily of their anxiety as they await this behemoth. They appear emotionally paralyzed. Worse too is their absolute conviction that their neighborhood elected leadership are nothing more than shameless predators vying in the cesspool of corporate and political greed. It is a very disheartening realization to hear such conclusions from them. It is not too comforting for me to also believe this.

With that, it is against this backdrop then that I am now obliged to forward what I found on the 5A ANC office computer Sunday evening (August 19). Once the ANC computer booted for me to begin the full logon to download documents I needed the next day about the Nat'l Arboretum, "recent documents" popped up. After reading the list, three (3) documents in particular caught my attention. The three documents were:

1) August 8, 2012 Memorandum to Bob King w/cc to Stewart Fried and Brian Lederer from Elizabeth Wilburn Joyce [Esq.], Pinckney, Harris & Weidinger, LLC re DAG SPE Managing Member - Complaint and issues related thereto. (3 pages). Important to note pgs. 2-3, ///. Litigation Risks , especially last 3 paragraphs of this section.

2) [draft] In the Court of Chancery of the State of Delaware, "Verified Complaint to Compel Inspection of Books and Records,"Robert L. King v. DAG SPE Managing Member, Inc., (10 pages).

3) [draft] In the Court of Chancery of the State of Delaware, "Verification of Complaint" Robert L. King v. DAG SPE Managing Member, Inc., (1 page).

After reading and realizing their significance, I forwarded them to my home email to figure out what next to do. Interestingly, however, I returned to my ANC office yesterday AM (Tuesday, August 21) to check more on the computer.: I found all references to the 3 documents had been removed and/or deleted.

At least on the surface, these documents seem to indisputably suggest that Commissioner King acted inappropriately. I suspect after you read them, you too will wish clarity about Commissioner King's dealings with DAG SPNJoe Mamo. specifically as relates to:

(a) possible kickbacks for Commissioner King's non-recusal, non-disclosure, conflict of interest "advocacy" efforts for Mamo ("you would have had to disclose that to the ANC and City Council on those occasions when you advocated on behalf of him, and/or recused yourself from consideration of the matter."

(b) Commissioner King's $5M demand to Mamo

"If he were to go public in some way, particularly with respect to the $5 million demand, it could be damaging to you given your public support of Mamo between 2003 and 2009.... This entire effort could backfire if (A) Mamo goes public and tries to imply that you acted inappropriately in supporting him between 2003 and 2009 and/or makes public your $5 million demand..."

There is more an investigation can and will glean. And of course, I could be completely wrong about merit. In the meantime, I cannot reiterate how unpleasant this is for me. Yet, it would be worse for our 5A commission, all of our 5A constituents and the full DC citizenry should this prove to be what it appears to me.

Unfortunately then, there was actually no other recourse except to contact OAG. Please feel free to contact me should you wish to speak further with me.

Very kind regards,

Commissioner Carolyn C. Steptoe 5A07 - (202) 556-5886 5a07(aanc.dc.gov (pardon typos, etc.) 7n all things I have shown you that by so toiling one must help the weak, remembering the words of the Lord Jesus, how he said, 'It is more blessed to give than to receive."'

- Acts 20:35

Grade.DC.gov has expanded! Now you can grade the DC Public Library, Police, Fire and EMS, the Office of Unified Communications (311/911) and the Office on Aging. Check out www.grade.dc.gov today.

Attachment 3

EFiled: Aug 9 2012 5:36P1) Transaction ID 45822569 r-0 Case No. 7770- vo-A-67

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

ROBERT L. KING,

Plaintiff

V. CA. No.:

DAG SPE MANAGING MEMBER, INC., a Delaware corporation,

Defendant.

VERIFIED COMPLAINT TO COMPEL INSPECTION OF BOOKS AND RECORDS

Plaintiff Robert L. King ("King" or "Plaintiff), by and through the undersigned counsel,

hereby brings the following complaint to compel the inspection of corporate books and records

pursuant to 8 Del. C. §220(d) in order to identify corporate action taken without his knowledge,

but trading on his name. In support thereof, Plaintiff alleges as follows:

1. This is an action pursuant to 8 Del. C. § 220(d) seeking an order compelling

defendant DAG SPE Managing Member, inc. ("DAG" or the "Company"), to provide Plaintiff

access to certain corporate books and records for the purpose of inspection and copying.

2. Plaintiff was designated without his knowledge as an initial director of DAG and an

Independent Director, as defined below, pursuant to the Company's filings with the Delaware

Secretary of State. Plaintiff has never been a shareholder of the Company.

3. Plaintiff is a resident of the District of Columbia ("D.C.") and is a retired D.C.

government employee who served for 25 years and retired in 2005.

4. Plaintiff also serves as an Advisory Neighborhood Commissioner for Advisory

Neighborhood Commission ("ANC") 5A in D.C. ANC 5A serves the communities of

13rookland, Fort Lincoln, Fort Totten, Lamond-Riggs, Michigan Park, North Michigan Park,

Queens Chapel, and Woodridge.

5. Mr. King is the longest serving elected official in D.C., serving now in his twenty-

eighth (28) year after being re-elected in 2010 and is recognized as a man of influence in ANC

and other governmental matters.

6. The ANCs consider a wide range of policies and programs affecting their

neighborhoods, including traffic, parking, recreation, street improvements, liquor licenses,

zoning, economic development, police protection, sanitation and trash collection, and the

District's annual budget. Commissioner positions are unpaid. The ANCs advise the D.C. City

Council, the Mayor, D.C. Executive agencies and D.C. Government with respect to all proposed

matters of D.C. policy including decisions regarding planning, streets, recreation, social service

programs, education, health, safety, and sanitation which affect a particular Commission area.

7. Defendant DAG is a Delaware corporation with its principal place of business

located in Washington, D.C. DAG and its affiliates own, operate or supply over 200 Shell and

Exxon branded retail gas stations, convenience stores and car washes in Washington D.C.,

Manhattan, Queens and the Bronx.

8. DAG is the managing member of DAG Realty, LLC, a Delaware limited liability

company. On information and belief, DAG may also serve as the managing member for certain

of its affiliates, including DAG Petroleum Suppliers, LLC, Rock Creek Petroleum Realty, LLC,

NOVA Petroleum Realty, LLC, Anacostia Petroleum Realty, LLC, Mount Vernon Petroleum

Realty, LLC, White Oak Petroleum Realty, LLC, Burke Petroleum Realty, LLC, Fairfax

Petroleum Realty, LLC, Springfield Petroleum Realty, LLC, East River Petroleum Realty, LLC,

Liberty Petroleum Realty, LLC, and Shirlington Petroleum Suppliers, LLC and numerous others.

2

9. On information and belief, DAG or its affiliates operates at least four (4) Shell-

branded service stations in ANC Ward 5.

10. DAG may be served with process at the office of its registered agent in the State of

Delaware, Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

11. On information and belief, the Company is owned by Eyob "Joe" Mamo ("Joe

Mamo" or "Mr. Mame), Tamrat Mama and Gerald "Jerry" Schaeffer.

12. On information and belief, Joe Mamo is the President of the Company and Tamrat

Mamo serves as Vice President and Secretary.

The Formation of DAG and the Relationship Between King and Joe Mamo

13. DAG was incorporated in the State of Delaware on December 15, 2000 by the filing

of a Certificate of Incorporation with the Secretary of State of the State of Delaware (the

"Secretary of State"). A true and correct copy of the DAG Certificate of Incorporation is

attached hereto as Exhibit "A" (the "Certificate of Incorporation"). Unbeknownst to King at the

time, he was identified as an initial director, along with Joe Mamo, Tarnrat Mamo and Jerry

Schaeffer.

14. The purpose provisions of the Certificate of Incorporation provide that the purpose

of the Company is primarily to: (a) serve as the Independent and Managing Member of DAG

Petroleum Suppliers, LLC; (b) execute and deliver the limited liability company agreement of

DAG Petroleum Suppliers, LLC; (c) execute and deliver, on behalf of DAG Petroleum Suppliers,

LLC certain loan and related documents with FFCA Acquisition Corporation ("FFCA") as lender

(the "Loan Documents"); and (d) take such actions as are necessary to permit DAG Petroleum

Suppliers, LLC to achieve its limited purpose of owning, leasing, refinancing, selling, conveying,

3

financing, mortgaging and otherwise disposing of certain real estate and equipment pursuant to

the Loan Documents.

15. In addition, the Certificate of Incorporation requires the Company to have at least

two (2) independent directors at all times, defined as someone who had not been affiliated with

the Company or any of its stockholders, officers, directors, partners, employees, or significant

customers, creditors, suppliers or independent contractors for the prior five (5) years

("Independent Director"). The Certificate of Incorporation also provides that if the position of

Independent Director were to become vacant, the Company could take no action requiring the

unanimous affirmative vote of the Board of Directors until a successor Independent Director is

elected, qualified and approved of such action.

16. Pursuant to the Certificate of Incorporation, the unanimous written consent of the

Board of Directors (including any Independent Directors) is required to take certain enumerated

corporate action so long as any indebtedness was outstanding under the FFCA Loan Documents.

17. The Certificate of Incorporation requires the Board of Directors of the Company to

convene meetings at least three (3) times per year.

18. On December 21, 2000, the Company caused a Certificate of Correction to be filed

with the Secretary of State. A true and correct copy of the Certificate of Correction is attached

hereto as Exhibit "B" (the "Certificate of Correction").

19. The Certificate of Correction made three (3) major changes to the Certificate of

Incorporation: (i) it changed the entity for which the Company serves as managing member and

the entity subject to the Loan Documents to DAG Realty, LLC; (ii) it reduced the number of

required Independent Directors from two (2) to one (1); and (iii) it specifically states that "the

member of the initial Board of Directors who fulfills the requirements of an Independent

4

Director is: Robert King." Again, Mr. King had no knowledge at this time that he was being

identified as the Independent Director of DAG.

20. On March 1, 2003, the Company became void for its failure to file annual reports

and pay its annual franchise taxes.

21. On March 21, 2003, Joe Mamo caused a Certificate of Renewal and Revival to be

filed with the Delaware Secretary of State, reviving the Certificate of Incorporation, as corrected.

A true and correct copy of the Certificate of Revival is attached hereto as Exhibit "C" (the "First

Certificate of Revival").

22. The First Certificate of Revival provided that it was being filed "by authority of the

duly elected directors as prescribed by Section 312 of the General Corporation Law of the State

of Delaware." Mr. King was never asked to authorize any Secretary of State filings by his

written consent or at a meeting, as he was never invited to attend any Board of Director meetings

at any time.

23. On December 18, 2003, the Company caused a Certificate of Amendment to be filed

with the Delaware Secretary of State, deleting the "purpose" section of the original Certificate of

Incorporation and Certificate of Correction, and replacing it in its entirety with a far broader and

generic purpose "to engage in, promote, conduct and carry on any lawful acts or activities for

which corporations may be organized under" Delaware law. A true and correct copy of the

Certificate of Amendment is attached hereto as Exhibit "D" (the "Certificate of Amendment").

24. DAG again allowed its charter to lapse for nonpayment of franchise taxes and had to

file another Certificate of Revival on April 16, 2010 with the Secretary of State (the "Second

Certificate of Revival"). A true and correct copy of the Second Certificate of Revival is attached

hereto as Exhibit "E".

5

25. For the past 25 years, Mr. King has been friendly with Joe Mamo, even attending

Mr. Mamo's wedding. Indeed, Joe Mamo has come to Mr. King for assistance in certain

economic development projects over the years, i.e., when Mr. Marno wanted to build a new gas

station in Mr. King's Ward.

26. On or about March 28, 2003, Joe Mama telephoned Mr. King at his office and told

him that he was going to list Mr. King as a Board member for the Company, and that he needed

King's signature because DAG was going to sell some property to Howard University. This is

the first time that Plaintiff was told anything about the Company. Mamo caused a document to

be faxed to King purporting to be an "Action by Unanimous Written Consent of the Directors of

DAG SPE Managing Member, Inc." dated March 28, 2003 and purporting to authorize: (i) the

sale of certain property on Georgia Avenue, N.W., Washington D.C. to Howard University

pursuant to an Agreement of Purchase and Sale dated as of January 27, 2003; and (ii) the

acquisition of certain real property on South Dakota and Minnesota Avenues, Washington, D.C.

from BP Products North America Inc., the borrowing of certain funds in connection therewith

from Harbor Bank of Maryland, and the approval of a certain Real Estate Contract and

Commitment Letter in furtherance of the acquisition (the "March 28 Written Consent"). The

March 28 Written Consent bears a document identification footer: "v2 03/28/2003" and is dated

"March , 2003" above the signature lines. Mr King signed the document and sent it back to

Mr. Mamo's counsel. He did so without the benefit of his own counsel. Mr. Mamo did not

disclose to Mr. King and Mr. King did not understand: (i) that he had been named a director of

the Company over two years earlier in the Company's initial Secretary of State filings, and (ii)

that he had been identified in the 2000 Certificate of Correction as the sole Independent Director

6

of tbe Company. Had Mr. King been told this material information he would not have signed the

March 28 Written Consent. Tbe March 28 Written Consent is attached hereto as Exhibit "F".

27. Mamo never mentioned anything to do with DAG to King again.

King Learns the True Status of his Identification as an Independent Director and Makes Ws Demand

28. In the Spring of 2011, while cleaning out documents brought home after his

retirement, Mr. King discovered the March 28 Written Consent along with a second document.

The second document was an April 17, 2003 fax transmittal from the Piper Rudnick firm on

behalf of Mr. Mamo. It was also titled Action by Unanimous Written Consent of the Directors

of DAG SPE Managing Member, Inc., but was dated April 1, 2003 on the signature page and

bears a "v3" footer (the "April 1 Written Consent"). The April 1 Written Consent authorizes

only the borrowing of certain funds from Harbor Bank of Maryland secured by real property

located at Minnesota Avenue, South Dakota Avenue and Alabama Avenue in Washington, D.C.

This document purports to contain the signatures of all four (4) directors of the Company;

however, King did not sign this particular document and asserts that the signature below his

name is a forgery. The April 1 Written Consent is attached hereto as Exhibit "G".

29. Shortly after discovering these documents and realizing for the first time their

potential significance, Mr. King caused his counsel to make inquiries to Mr. Mamo and to

investigate DAG's Delaware Secretary of State filings, as well as its Recorder of Deeds filings in

D.C.

30. This investigation revealed DAG's designation of King as the Independent Director

in its Secretary of State incorporation filings. It also revealed that DAG had financed at least

fourteen (14) properties through FFCA in 2000. On information and belief, these 14 properties

are the properties subject to tbe "Loan Documents" as defined in the Certificate of Incorporation.

7

31. Based upon documents on file with the D.C. Recorder of Deeds, it appears that

DAG may have incurred, assumed or guaranteed certain indebtedness in addition to the original

14 properties subject to the FFCA Loan Documents. If so, pursuant to its Certificate of

Incorporation, as amended, DAG lacked the authority to engage in such transactions without the

approval of Mr. King, as its Independent Director.

32. For the first time, on or about April 20, 2011, the Company, through the same

counsel representing Mr. Mamo from 2000 to 2003, claimed to have removed and replaced Mr.

King as an Independent Director by unanimous written consent of the shareholders in 2003,

though the Company refused to produce a copy of the alleged removal document.

33. After several attempts to seek information identifying what corporate actions were

taken by the Company during Mr. King's tenure as a director, on April 23, 2012, pursuant to 8

Del. C. § 220(d), Mr. King sent his written demand letter (the "Demand") to DAG for inspection

of books and records including evidence of corporate action such as minutes and written

consents, financial materials and other books and records of DAG. A true and correct copy of

the Demand is attached hereto as Exhibit "H".

34. The Demand clearly stated that Mr. King's proper purpose for the Demand was: (a)

to detei mine with certainty the period of time in which he served as a director of the Company;

(b) to detennine what corporate actions were taken during the period of time in which Mr. King

served as a director of the Company; (c) to evaluate whether Mr. King's signature was forged on

any documents; and (d) to determine whether any personal or corporate liability may exist for

any actions taken during the period of time in which Mr. King served as a director.

8

DAG Refuses to Produce Documents

35. Though the parties have engaged in discussions regarding Mr. King's Demand, the

Company has made no written response and has refused to permit the requested inspection.

36. After a year of King's repeated requests for documentation of his purported removal

as a Company director, on June 19, 2012, DAG produced a copy of a document that it alleges

was executed on December 18, 2003 removing Mr. King as Independent Director and replacing

him. This document is titled "Unanimous Written Consent of the Board of Directors," but then

recites that it is the "unanimous written consent of the stockholders" (the "Removal Document").

A true and correct copy of the Removal Document is attached hereto as Exhibit "I." Plaintiff

reserves all rights with respect to the efficacy of the Removal Document and whether or not it

complies with the Delaware General Corporation Law.

37. Notwithstanding the alleged execution of the Removal Document in December

2003, and that the Company has been represented by sophisticated counsel at all times since its

incorporation, the Company has failed to amend its Certificate of Incorporation to remove Mr.

King's name as Independent Director. Consequently, the Company still continues to hold Mr.

King out to the world as Independent Director — nearly ten (10) years after his alleged removal

and despite having filed other documents with the Secretary of State since 2000.

38. Plaintiff is informed and alleges that as of August 8, 2012, DAG still has not

amended its Certificate of Incorporation to remove Mr. King as an Independent Director, thereby

still holding him out to the public at large as remaining affiliated with the Company. During the

time between 2000 and 2012, DAG and its affiliates have continued to do business in D.C. and

elsewhere.

9

COUNT I PRODUCTION UNDER 8 DEL. C. 220(d)

39. Plaintiff incorporates by reference each and every allegation set forth in the

foregoing paragraphs as if set forth fully herein.

40. Plaintiff seeks books and records for proper purposes, which purposes are

reasonably related to his position as a director of the Company.

41. Plaintiff has complied with the requirements of 8 Del. C. § 220 and is entitled to

production of the documents and information set forth in his Demand.

42. Plaintiff has no adequate remedy at law.

WHEREFORE, Plaintiff requests entry of an Order:

a. requiring Defendant to provide copies of all documents and information requested

in the Demand;

b. awarding Plaintiff his costs and fees expended in prosecuting this action,

including attorneys' fees; and

c. awarding such other and further relief as the Court deems just and proper.

Respectfully submitted,

PINCKNEY, HARRIS & WEIDINGER, LLC

Dated: August 9, 2012 /s/ Elizabeth Wilburn Joyce Elizabeth Wilburn Joyce (DE Bar No. 3666) Joanne P. Pinckney (DE Bar No. 3344) 1220 North Market Street, Suite 950 Wilmington, Delaware 19801 Telephone: (302) 504-1497 Facsimile: (302) 655-5213

Counsel for Plaintiff

10

EFiled: Aug 9 2012 5:36PRO Transaction ID 45822569 Case No. 7770-

EXHIBIT A

STATE OF DELAUARE SECRETARY OF STATE

DIVISION OF CORPORATIONS FILED 01:09 PM 12/15/2000

001630455 - 3331121

CERTIFICATE OF INCORPORATION OF

DAG SPE MANAGING MEMBER, INC.

ARTICLE I

NAME

The name of the Corporation is DAG SPE MANAGING MEMBER, INC.

ARTICLE LI

REGISTERED OFFICE; REG/STERED AGENT

The street address of the initial registered office of the Corporation is The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, in the City of Wilmington, County of Newcastle, Delaware 19808; and the name of the registered agent of the Corporation in the State of Delaware is Corporation Service Company.

ARTICLE Ili .

PURPOSES

The Corporation is formed for the purpose of engaging exclusively in the following activities:

A- service as the Independent and Managing Member (the "Managing Member") in DAG Peholeurn Suppliers. LLC, a Delaware limited liability nompany (tbe "LLC");

B. execution and delivery of the Limited Liability Company Agreement pursuant to which the LLC will be formed and operated;

C. execution, and &livery, on behalf of the LLC, of one or more Loan Agreements with 'FUCA Acquisition Corporation ("Lender") and related documents (collectively, the "Loan Agreements");

D. web actions as are necessary to permit the LLC to achieve its limited purpose of: (1) owning certain real estate (the "Real Estate") and leasing sueh Real Estate to a lessee ("Lessee") consistent with the Loan Agreements, refinancing the Real Estate pursuant to the Loan Agreements, and us permitted by the Loan Agreements, selling, conveying, financing, mortgaging and otherwise disposing of all or any part of the Real Estate; and (ii) owning certain equipment (the "Equipment") and leasing such Equipment to . Lessee consistent with the Loan

DEC-15-2000 12;41 FROM:WESTaFEINBERG,PC 301-951-15e5 TO:302 739 3813 P.004

equipment (the "Equipment") and leasing such Equipment to Lessee consistent with the Loan Agreements, refinancing the Equipment pursuant to the Loan Agreements, and as permitted by • the Loan Agreements, selling, eonveying, financing, mortgaging and otherwise disposing of an or any part of the Equipment; and

E. any lawful act or activity that may be taken by corporations organized under the General Corporation Law of Delaware that are necessaty or desirable for the accomplishmeut of the above-mentioned purposes.

ARTICLE IV

COVENANTS RECARDING OPERATIONS

A. So long as any indebtedness is outstanding under the Loan Agreements, without the unanimous written consent of the entire Board of Directors, including the independent Direetors:

1. The Corporation shall not incur, assume or guarantee any indebtedness other than the Corporation's obligations as Managing Member with respect to the Loan Agreements.

ii. The Corporation shall not engage in any business or aetivity other than as permitted in Article III hereof

iii. The Corporation shall not consolidate or merge with or into any other entity or convey or transfer its pmporties and assets substantially as an entirety to any entity nor shall the Corporation permit the LLC to consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity.

iv. The Corporation shall not dissolve or liquidate, in whole or in part nor shall the Corporation permit the LLC to dissolve, terminate or liquidate, in whole or in part.

V. The Corporation shall not commingle its funds or other assets with those of any other individual or entity.

vi. The Corporation shall not hold itself out as being liable for the debts of any other party and the Corporation shall not pay from its assets any obligations and indebtedness of any other individual or entity.

• vii. The Corporation shall pay from its assets all obligations and indebtedness of any kind incurred by the Corporation.

viii. The Corporation shall not form, or cause to be formed, any subsidiaries nor shrill the Corporation permit the Company to form, or cause to be formed any subsidiaries nor shall the Corporation acquire any interest as a general or limited partner or member in any entity other than the Company as specified herein.

2

DEC-15-2000 12:41 FROM:WESTSFEINBERG,PC 301-951-1525 TO:302 riV 3813 P.005

ix. The Corporeon shall snot file any voluntary petition or consent to the filing of any petition in or institute any bankruptcy, reorganization, arrangement, hisolveney or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law on behalf of itself or the LLC.

x. The Corporation shall not withdraw as Managing Member.

xi, The Corporation shall have at all times at least two Independent Direetors. An Independent Director shall be any person who (1) Is not and for the prior five years has not been (A) a stockholder, officer, director, partner or employee or a significant customer, creditor, supplier or independent contractor of the Corporation, its ultimate parent or any subsidiariet or affiliates thereof, or (B) a member of the immediate family of any person described above, and (ii) does not directly or indirectly oWil any class of voting stock of the Corporation or nny of its affiliates. As used herein, the term "affiliate" means any person controlling, under common control with, or controlled by the person in question, and the term "contml" means the possession, directly or iedirectly, of the power to direct or the cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise. As used herein, the term "significant" means any person described above (1) who, in the preceding fiscal year, received 'compensation from the Corporation, its ultimate parent or any subsidiaries or affiliates thereof, in excess of 5% of such person's

• consolidated gross revenues and who reasonably expects to receive revernies from the Corporation, its ultimate parent or any subsidiaries or affiliates thereof; in the current fiscal year in excess of such amount, or (ii) from whom, in the preceding fiscal year, the Corporation, its ultimate parent or any subsidiaries or affiliates thaw& received revenues in excess of 5% of such person's consolidated gross revenues and from whom the Corporation, its ultimate parent or any subsidiaries or affiliates thereot reasonably expects to receive revenues in excess of such amount in the current fiseal year.

If an Independent Director resigns, dies or becomes incapacitated, or such position is otherwise vacant, no action requiring the unanimous affirmative vote of the Board of Direotors shall be taken until a successor Independent Director is elected and qualified and approves such action. In the event of the death, incapacity, or resignation of an Independent Director, or a vacancy for any other reason, a successor Independent Director shall be appointed by the remaining directors.

• No Independent Director shall owe a fiduciary duty or other obligation to the initial stockholder(s) nor to any successor stockholders, and every stockholder, ineluding the initial stockholder(s) and each successor stockholder, shall be deemed to have consented to the foregoing by virtue of such stockholder's purchase of shares of capital stock of the Corporation, no further act or deed of any stockholder being required to evidence such consent. Instead, each such Independent Director, in voting on matters subject to the approval of the Board of Direetors, shall at all times take into account the interests of creditors of the Corporation and Lender in addition to the interests of the ' Corporation. No Independent Director may be removed unless a successor Independent Director is appointed.

3

DEC-15-2000 12:41 FROM:WESTWEINBERG,PC 301-951-1525

TO:382 739 3813 P.806

• The Corporation shall not amend, alter, change or repeal any provision contained herein nor shall the Corperation permit the LLC to amend, alter, change or repeal any provision pf its Organizational doctmteots.

xiii. The Corporation shall not sell, exchange, convey, encumber or otherwise dispose of any or all of the Corporation's right, title or interest as the Managing Member of the LLC.

B. The Corporation shall make no asset distributions, including, without limitation, any distribution of dividends, except to the extent of cash on hand in excess of that needed to cover the expected operating expenses of the Corporation, including any debt service due with respect to the Loan Agreements.

C. The Corporation shall act solely in its corporate name and through its duly authorized officers or agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity o r the entity with which they are coneerned.

D. The Corporation shall transact business with any affiliated entity on an arms length basis and pursuant to enforceable agreement&

E, • The Corporation shall maintain corporate records and books of account and shall not commingle its corporate records and books of account with the corporate records and books of account of any entity. The books of the Corporation may be kept (subject to any provision contained in the statutes) inside or outside the State of Delaware at such place or places as may be designated from tinte to time by the Board of Directora or in the Bylaws of the Corporation.

F. The 13oard of Directors of the Corporation shall hold appropriate meetings to authorize all of its corporate actions. Regular meetings of the Board of Directors shall bc held not less frequently than three times per annum.

G. Meetings of the stockholders of the Corporation shall be held not less frequently than one time por annum.

II. The Corporation will at all times ensure that its capitalization is adequate in light of its business and purposes.

ARTICLE V

AUTHORIZED STOCK

The aggregate number of shares which the Corporation may issue is 100 shares of Common Stock with a par value of $1.00 per share. Bach share of Common Stock issued shall be entitled to one vote. No additional Common Stock and no classes of Preferred Stock may be issued.

4

DEC-15-2000 12:41 FROM:WESTgFEINBERGsPC 301-951-1525 TO:302 739 3813 P.007

ARTICLE VI

BOARD OF DIRECTORS

The number of directors constituting the initial Board Of Directors is four (4). The number of directors may be changed as provided in the Bylaws. The names and addresses of the persons who will serve as directors until the first annual meeting of stockholders or' until their successor is elected and qualified am as follows:

NAME ADDRESS

Eyob Mamo

Tamrat Memo

Jerry Schaeffer

Robert King

5683 Columbia Pike Suite 100 Falls Church, VA 22041

5681 Columbia Pike Suite 100 Falls Church, VA 22041

3341 penning Road, N.W. Washington, D.C. 20019

3102 Apple Road, N.E. Washington, D.C. 20018

ARTICLE VII

BYLAWS

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized and empowered to make; alter or repeal the Bylaws of the Corporation; provided, however, that so long as any indebtedness is outstanding under the Loan Agreements, any such action may be taken only with the unanimous written consent of the entire Board of Directors,.incIuding the Independent Directors.

ARTICLE VIII

LIMITATION ON DIRECTOR LIABILITY

No Director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as Director; provided, however, that this limitation of liability of a Director shall not apply with respect to (i) any breach of the Director's duty of loyalty to the Colporation or its stockholders, (ii) acts or omissions not in

5

Steven W. acobson, Incotpomtor

DEC-15-2000 iE:42.FR0M:WEST&FEINBERG.PC 301-951-1525 TO:302 79 ZO13 P.008

good faith or which involve intentional Misconduct or a knowing violation of law, (iii) any liability arising under Section 174 of the General Corporation Law of the State of Delaware and (iv) any transaction from which the Director derives au improper personal benefit.

ARTICLE IX

INCORPORATOR

The name arid mailing address of the imorriorator of the Corporation is as follows:

Name Wit_ligAdAess

Steven W. Jacobson, Esq. 4550 Montgomery Ave. #775N Bethesda, Maryland 20814

IN VarNESS WHEREOF, the undersigned, being the. sole incorporator, does hereby • make this certificate Par the purpose of forming a corporation pursuant to the Cleneral Corporation Law of the State of Delaware, and does hereby certify that the- facts set forth herein are true arid correct,

Dated this 15-110k day of er:CCAKAC.A. , 2000.

STATh OE MARYLAND ) ss.

COUNTY OFMONTGOMERY )

Before me, a notary public, on this day personally appeared Steven W. Jacobson, known to me to be the person whose name is subscribed in the foregoing document, and, being by me first duly sworn, declared that the statements therein contained are true and cannot.

Given under my hand and seal, of office this if —day of 2000.

AMtlics\ 15 NIA* br ccavonitton oxrt of inadna

-k,-,. ,'''''.: . . ...•!' .-72,.% .... .- • 4.' •

lAWRENCE S. sffiti4,1 , NOTARY 11.1111.0 5TATE CV1,11truisa,

My Conimistian Expirtis 3043140-.. 20(ILL•S 1.31' Z.

' 1- S

,.. ,

Notary Public

6

EFiled: Aug 9 2012 5:36PAq Transaction ID 45822569 Case No. 7770-

EXHIBIT B

, STATE OF DELAWARE SECRLTARY OF STATE

DIVISION OF CORPORATIONS FILED 04;30 PM 12/21/2000

001644264 - 3331121


CERTIFICATE OF CORRECTION

DAG SPE MANAGING lvtaMBER, INC., a corporation organized and existing under

ai.d by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY

CERTIFY" THAT:

1. The name of the Corporation is: DAG SPE MANAGING MEMBER, INC.

2. That a C I ificate of Incorporation was filed by the Secretary of State of Delaware

on December 15, 2000 and said Certificate required correction as peruiitted by

Section 103 of the General Corporation Law of the State of Delaware.

3. The inaccuracy or defect of said Certificate to be corrected is as follows:

a) ARTICLE 11E, Paragraph A. of the Certificate of Incorporation stated:

A. service as the Independent and Managing Member (the "Managing Member) in DAG Petroleum Suppliers, LLC, a Delaware limited liability company (the "LLC");

1) ARTICLE IV, Paragraph A. xi. stated:

xi. The Corporation shall have at all times at least two (2) Independent Directors. An Independent Director shall be any person who (i) is not and for the prior five years has not been (A) a stockholder, officer, director, partner or employee or a significant customer, creditor, supplier or independent contractor of the Corporation, its Intimate parent or any subsidiaries or affiliates thereof, or (13) a member of the immediate family of any person described above, and (ii) does not directly or indirectly own any class of voting stock of the Corporation or any of its affiliates. As used herein, the term "affiliate" means any person controlling, under common control wirb, or controlled by the person in question, and the term "control" means the possession, directly or indirectly, of the power to direct or the cause the direction of the management and policies of a person, whether tluough ownership of voting seculities, by contract or otherwise. As used herein, the term "significant" means any person described above (i) who, in the preceding fiscal year, received compensation from the Corporation, its ultimate parent or any subsidiaries

=1 9/21/2n0 17:55 3019510427 RICK TANENBAUM PAGE 03

or affiliates thereof, in excess of 5% of such person's consolidated gross revenues and who reasonably expects to receive revenues from the Corporation, its ultimate parent or any subsidiaries or affiliates thereof, in the current fiscal year in excess of such amount, or (ii) from whom, in the preceding fiscal year, the Corporation, its ultimate parent or any subsidiaries or affiliates thereof, received revenues in excess of 5% of such persons consolidated gross revenues and from whom the Corporation, its ultimate parent or any subsidiaries or affiliates thereof, reasonably expects to recchre revenues in excess of such amount in the current fiscal year.

If an Independent Director resigus, dies or becomes incapacitated, or such position is otherwise vacant, no action requiring the unanimous affurnative vote of the Board of Directors shall be taken until a successor Independent Director is elected and qualified and approves such action. In the event of the death, incapacity, or resignation of an I ndependent Director, or a vacancy for any other reason, a successor Independent Director shall be appointed by the remaining directors.

No Independent Director shall owe a fiduciary duty or other obligation to the initial stockholder(s) nor to any successor stockholders, and every stockholder, including the initial stockholder(s) and each successor stockholder, shall be deemed to have consented to the foregoing by virtue of 'mob stockholder's purchase of shares of capital stock of the Corporation, no further act or deed of any stockholder being required to evidence such consent. Instead, each such Independent Director, in voting on matters subject to the approval of the Board of Directors, shall at all times take into account the interests of creditors of the Corporation and Lender in addition to the interests of the Corporation. No Independent Director may be removed unless a successor Independent Director is appointed.

4. a) Article ll Paragraph A. of the Certificate of Incomoration is hereby corrected to read:

A. service as the Independent and Managing Member (the "Managing Member") in DAG Realty, LLC, a Delaware limited liability company (the "LLC");

b.) ARTICLE IV, Paragraph A. xi. of the Certificate of Incorporation is hereby corrected to read:

xi. The Corporation shall have at all times at least one (I) Independent Director. AB Independent Director shall be any person who (i) is not and for the prior five years has not been (A) a

2

12/21/20)0 17:55 3019510427 RICK TANENBAUM PAGE 04

stockholder, officer, director, partner or employee or a significant customer, creditor, supplier or independent contractor of the Corporation, its ultimate parent or any subsidiaries or affiliates thereof, or (B) a member of the immediate family of any person described above, and (ii) does not directly or indireetly own any class of voting stock of the. Corporation or any of its affiliates. As used herein, the term "affiliate" meaus any person controlling, under common control with, or controlled by the person in question, and the term "control" means the possession, directly or indirectly, of the power to direct or the cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise. As used herein, the term "significant" means any person described above (I) who, in the preceding fiscal year, received compensation from the Corporation, its ultimate parent or any subsidiaries or affiliates thereof, in excess of 5% of such person's consolidated gross revenues and who reasonably expects to receive revenues from the Corporation, its ultimate parent or any subsidiaries or affdiates thereof, in the current fiscal year in excess of such amount, or (ix) from whom, in the preceding fiscal year, the Corporation, its ultimate parent or any subsidiaries or affiliates thereo4 received revenues in excess of 5% of such person's consolidated gross revenues and from whom the Corporation, its ultimate parent or any subsidiaries or affiliates thereof, reasonably expects to receive revenues in excess of such amount in the can -ent fiscal year.

The member of the initial Board of Directors who fulfills the requirements of an Independent Director is: Robert King.

If an Independeut Director resigns, dies or becomes incapacitated, or such position is otherwise vacant, no action requiring the unanimous affirmative vote of the Board of Directors shall be taken until a successor Independent Director is elected and qualified and approves such action. In the event of the death, incapacity, or resignation of an Independent Direttor, or a vacancy for any other reason, a successor Independent Director shall be appointed by the remaining directors.

No Independent Director shall owe a fiduciary duty or other obligation to the initial stockholder(s) nor to any successor stockholders, and every stockholder, including the initial stockholder(s) and each successor stockholder, shall be deemed to have consented to the foregoing by virtue of such stockholder's purchase of shares of capital stock of the Corporation, no farther act

3

i 2/ 21/ 2E, )0 17: 55 3019510427

RICK TANENBAUM PAGE 05

or deed of any stockholder being required to evidence such consent Instead, each such bdependent Director, tu voting im matters subject to the approval of the fioard of Directors, shall at all times take into account the interests of creditors of the Corporation and Lender in addition to the interests of the Corporation. No Independent Director may be removed unless a successor Independent nh-ector is appointed.

nt wanss WHERBOP, DAG SPE MANAGING MEMBER, INC. bas caused ibis Lartificarc to be signed by Eyob Marno, its President, and attested to by Ttuuraz Mama, its S:icretary, this 21st day of December, 2000.

4

EFiled: Aug 9 2012 5:36P110TD Transaction ID 45822569 L 'v fr Case No. 7770-

EXHIBIT C

STATE OF DELANARE SECRETARY OF STATE

DIVISION OF CORPORATIONS FILED 12:00 Ail 03/21/2003

030190250 - 3332121

CERTIRCATE OF RENEWAL AND REVIVAL OF CaRTNICATE OI/CORPORATION

OF BAG SPE MANAGING MOM INC

It in ktereby Certified that

The name of the corporation (hereinafter oiled tha "oorporaliosi") i D.A.0 SPE MANAGINO MEMBER, /NC.

2. The corporation wu organized ander the provisions of the OteseraJ Corperarioa Law of the Stare of Delaware. .Tho date of &ling of its original certifieste of inoomocation with the Secretary of Stete ofthe State ofDeleware Depend= L5, 2000,

3. The address, inshuling the strmi ei% Ina! coreitY, cd. die rtesierod arc= elite coWorsdion in the Stele of Delaware Ind the MEM of ate Itgisrmcd WM a such trams arc Be Mows: Corporation Sersiet Company, 271 Centervilis *Wade Suite 400, Wilmington, Debevere 19808„ OxeityorNew Casa

4. The caw:ration hereby procures a renewal end revival or its certificate of inoceponation, which became inoperative by law on March I, 21:00 for failure to file *mai mons mod notn-payremnt cortexes oeYebic to the Stem onaelliwmc.

5. The certificate of ineorporstion ottli;e corpocrigiun t which ProYides fbr end will amain= provide for, perpetual &maim, chalk upon the Meg of this Crailifiente of Rgiewal sat Reviver of the Certificate of beceporotion in the Department of State Of the State 4 Delman, be ten mod NW revived and aball beoome fully operative ea Felmary28. 2003;

6. This Cedificeri of Reerwei and Revival of the Certcate of incatipaon le filed by tothetrity 'of the doIy elected direct= as gorescribod by Section S t 2 of lite Germs! Corporattion Law of the State ofDelawaro, -

Signed on lvismita,,, 2003.

...Dili Mt if I:3718899A t

.eiTT r` f ' EFIled: Aug 9 2012 5:36PIW

i RD

Transaction ID 45822569 WI' Case No. 7770-

EXHIBIT D

CERTIFICATE OF AMENDMENT of CERTIFICATE OF INCORPORATION

OF


DAG SPE Managing Member, Inc. (the "Corporation"), a corporation incorporated and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

1. The Certificate of Incorporation of the Corporation was filed with the State of Delaw are on December 15, 2000.

2. Eyob Mamo, Tanarat Mamo, and Gerald Schaeffer, being all of the stockholders of the Corporation, have joined in this Certificate to evidence their approval and agreement that Article 11:1 (Purposes) of the Certificate of Incorporation shall be deleted in its entirety, and replaced with the following:

The purposes of the Corporation are to engage in, promote, conduct and carry on any lawful acts or activities for which corporations may be organized under the General Corporation Law of the State of Delaware (the "DGCL"), to have and exercise all the powers conferred by the laws of Delaware upon corporations formed under the DGCL, and to do and perform all acts necessary or desirable to carry out any of the foregoing purposes.

4. The amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.

5. The capital of the corporation shall not be reduced under or by reason of said amendment.

-WASH i ;4117343.v I

State of De1awaxe Secretary of State

Division of Coz -porations Deilvered 06:04 PM 12/18/2003

FILED 05:53 PM 12/18/2003 SW 030820276 - 3331122 FILE

IN WITNESS WHEREOF, the undersigned have executed this Consent as of the le day of December, 2005.

DAG SPE MANAGING MEM:BER, INC.

By: 1s/ Eyob Mame,Tresident Eyob Mama, President

The undersigned, being all of the stockholders of the Corporation, hereby join in this Certificate of Arnendment to evidence their approval of the same.

/s/ Eyob Memo Eyob Mamo

Is/ Tamrat Mama Tamrat Memo

/s/ Gerald Schaeffer Gerald Schaeffer

-WAS/II:017343.v)

EFiled: Aug 9 2012 5:36P10 Transaction ID 45822569 "--` Case No. 7770-

/,-

EXHIBIT E

State of Delaware Secretary of State

Division of corporations Eilivered 04:14 PM 04/16/2010

PILED 02:56 PM 04/16/2010 SEW 100393268 - 3331121 PILE

STA I E OF DELAWARE CERTIFICATE FOR RENEWAL AND REVIVAL OF CHARTER

The corporation organized under the laws of the State of Delaware, the charter of which was voided for non-payment of taxes and/or for failure to file a complete annual report, now-desires-to-won Is ;age i:••:1 el f.T k c er pursuan i ec on 312 of the Geoeml Corporation Law of the State of Delaware, and hereby certifies as follows:

1. The name of the corporation is DM) SPE Managing Membeyno.

2. The Registered Office of the corporation in the State of Delaware is located at 1209 Oran e Street (street), in the City of Wilmington County of New Castle Zip Code 19801 . The name of the Registered Agent at such address upon whom process against this Corporation may be served is The Corporation Trust Company

3. The date of filing of the Corporation's original Certificate of tncorpomtion in Delaware was 12/15/00

4. The renewal and revival of the charter of this corporation is to be perpetual.

5. The corporation was duly organized and carried ott the business authorized by its charter until the 1st day of March A.D.2009 at which time its charter became inoperative and void for non-payment of taxes and/or failure to file a complete annual report and the certificate for renewal and revival is filed by authority of the duly elected directors of the corporation in accordance with the laws of the State of Delaware.

bn6 SPE mtw 1461 04, onEolA, nor.

Name: YO6 MAY) Print or Tylk

Into lon112004 C 1 Symm Onrgic

EFiled: Aug 9 2012 5:36PW . Transaction ID 45822569 Case No. 7770-

EXHIBIT F

SENT 13Y:F' PER RUDNICK LU dA ; 3-zo - y y

ACTION Oil UNANIMOUS WRITTEN CONSENT OF 'ME DIRECTORS OF •


The undersigned, tieing all of the rocrr1er0 or.tii61360444 Directors (the "Boaid of Direckirs") named in the pert ficate• 0-• SPE Managing Member, Inc., a Delaware corporation (the "CcirpOratintV);ItettqldOpt thc foliowing resolutions;

.i41:10:,00,4A,:.',ti*c40iii.g_':6P)PANtgiPO4v.pliisit ,pf.DAG Realty, LT ,Ci a , Company is the oworr or

,AtiatUrtairt 01:41iPTV:kpy,t;o:#12.0.'Qd6rgig:ME.T1g...04 Washington, DC (the "Saie Property"). fr,

NOWT111?:EflAg,:13g,Tr B.E.01.:X.E1?i..thai-The .441,0114174:9,ii*or. con*ailx,...;lidAf,#p*Arizo...A040*.y* .114s40:-.):4thg

gigq4.00;;;Dilitit s ,60.00tiqyffipro*Oit.h: , Oeriin'Atti*tioiol*Aitithciriiejkanti.tipprova br-Iliatittrttifa Agreerntint'd

410.64-,:OrlaragtrY1,4.,.PPA;:11.0.14..:1"0040t and !4C-OMP443 1.:(aP: it may be amended, ihe "Sale Agreetnent")..tm4:,.spehaM*MehAlOhther'Sgreeetigent$ Mkt:tint ile.0.4..40..isprOnts, instruments, certificates or other documents as May Ve tieeetOty'er -4e4rakletih'the opinion of any officer of the Corporation, to effect the r,rinigietiet*StMfirin the Attreernent; and beit further

RESOLVED, that the Corporation, on li*If Gf ili .e.tirtiptinylier4y au -00717gs' 'end approves the acquisition of thatecrudiurroperty4mO*0 2530 smith Dakota Avenue, W1141100, DC.:(anifectiye1yi4ieliki'elfaSePrOgllY!) from BP Products North America Inc: i ltt connection therewith (the "Funds') from Tbe : liailinttia.n.k (054t3H40.0r14#46.01X-andt, in connection therewith, the Corporatiort•botquihofizmrd.::41,*4 .i.04,tioh ef that certain Real, Estate Contract dated tth:07.:Dnearither26,1041ind that464441 Estate ContraeudateiI .IWK•• - _ _ „ hetWeeir Patchaser and the Company ceo1leul1ve1y,,;444orrod4th,spirm;tinsg ,kareeorey and that certain Commitment Letter dated:lit.'aNlayiii, "*1,1g,itii:dfthe Lender (at$ it may he amended. the "Commitment Leuer") .(arv3 faich amendments raid other aVi: Merits and any loan aexecments, deeds, assignments, inst -t-unents. reisyft.O.tmor.0.114. 4kiitu641. .N:tnay be necessary or desirable. In the opinion of any off)raxotkgorporalK.1 .6.aftiet the transaction set Inrth in the Purchase Agreement ortliKm11014 .*terind.ho it further

It BOLV ED, that the Corporation. for Itself, and on be.half of the Company, he and herchy As, authorized to take the. foraying. aellotiN and consummate the sale of the Sale property porwooi to the S3le AgreFlment upon the ftrms and conditions set forth in the Sale Agreement, the borrowni.g of the f7unds upon the terms and conditions set forth m the 1 nun Agreement. and the acquis'ition of the Purchase' Property upon the term and conditions set forth in the Purchase Agro.mieut-, and he it thriller

RESOLVED, OW the CorPoratio 11, for itself , anti on bahalr of the Company, he. an0 hueby Lc authorized to execuie. and deliver Lull or the Closing Documents (at't hereinafter deFined) with such changes n.:; any officer of t.he Corporation executing same

WAS111 :17,122 tvP2r(13

PER H. I CI': r :J -

" Ow xi** iAtittthY'tAtt..0.4

Arotimnielitid.- ElidiA4Y00..4FOkiri ..:*fric:nts and oertsficatc:, rit%ce:ssary or lq.-.10. 1qpni,c.4nintiWi4i:#61:0:r .gfFfenced trarivacuortg (collectively, tha

cl-"V.t1,'WO*1 ur Vi`i;:46 on-yam to et5ti's .Vnttr .4.m.'llio:...sa le of the

Ag.r.9.- f.1.t, the botrowIm -rfiu . t114.1 Licn?..n. "/.*.*nenkfifid:OK-,, aequisition bribe Piirthase Property

..q.illitOtt.011141.*:0q*.f.i4ss(5,Agt.Ifeiti61:::00 all of thc othcr transactions amtc4iated deeck,24&wnments. bills of $aie,

as.c14APKInr- ,p.Insing st.sternents .and any Oat!' declii',.4:044goRy.. or appropnate in his (If

acile Cliscroion; and lg.. it further

R MOLVED, tlin DU of the actiom taiwn -Jur) I.l•y,iirnent5, li1a1winnt. iitld cc 1.t ficatts (txecuted and dc.livcra by kny officer in connection with the foregoing resolutiou?ire hereby 1iiti fled, apProved and eon firmed, .1#44:3Ippi.i.i*.woiuttfritidommkd *11(014, , executed and delivmd and oil actinns tatcd.1.1v.:mly.ogim.,shaltOntAtt5R3TV4.00t44, thcir anthotity thnn the ( nrporn bon and dia apyirp-4110..z;rtirt7tokliotv.Wiltfkito0004 far t hteircm anti on b I:11a f f the annivany,bi*:40.-03.-tptg, so ex P..e.mtoti and delivaed and the actions AU taken,

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EFiled: Aug 9 2012 5:36PIV, Transaction ID 45822569 t-Case No. 7770-

EXHIBIT G

t.■ I it" •/•• • • ■ •••• 1■ ••,•.• •• 1.401 ,1-01

ACTION BY UNANIMOUS WRITFEN CONSENT OF THE DIRECTORS OF


Ocpsy The undersigned, being all of the members of the Board of Directors (the "Board of

Directors") named in the Certificate of Incorporation of DAG SPE Managing Member, Inc., a Delaware corporation (the 'Corporation"), hereby adopt the following replutions:

WHEREAS, the Corporation is Ih Managing Member of DAG Realty, LLC; a Delaware limited liability company (the "Company"), which Company is the owner of that certain property /mown as 2201 Georgia Avenue, N.W., Washington, DC (tlie "Sale Property"),

NOW, THEREFORE, BE IT RESOLVED, that the Corporation, on behalf of the Company, hereby authorizes and apliroves borrowing of certain ftmds (the "Funds") from The Harbor Bank of Maryland ("Lender"), the borrowing of such Funds to be sebured by various items of collateral, including without limitation, a mortgage or deed of tiust on the real property located at 5830 Minnesota Avenue, 2530 South Dakota Avenue, and 4107 Alabama Avenue, Washington, DC (collectively, the "Pmperty"); and be it Anther

RESOLVED, that the Corporation, for itself, and on behalf of the Company, lre and hereby is, authorized and directed in the name and on behalf of the Company, to,take any and all actiona, and execute any and all documents that the Corporation, in its sole distrofion, deems necessary, desirable, convenient or appropriate with respect to,the borrowing of the Funds, including, but not limited to, execution and delivery of Promissory Notes, Deed of Trust, Assignment and Security Agreement, Assignnlent of Leases and Rents, and Loan Agreement, and such other documents and forms wluch the Lender or any other provider of credit may request (collectively, the "Loan Documents"): and be it further

RESOLVED, that all documents and instruments oxeouted pursuant to the foragoing resolutions shall be in such form and in such definitive terms as the Cumoration determines in its exclusive discretion, such determination to be evidenced conclusively by the Corporation's execution and delivery of imy such document or instrument; and be it further

RESOLVED, that the Corporation has expressly consented to any confessed jUdgrilent provisions of the Loan Documents; and be lt further

RESOLVED, that all of the Wiens taken and documents, instruments and coritificates exeeuted and delivered by any officer in connection with the foregoing resolution are hereby ratified, approved and confirmed, and all documents, instruments and certificates executed and delivered and all actions taken by any officer, shall conclusively establish their authority from the Corporation and the approval and ratification by the Corporation for itself on and on behalf of the Company, of the documents, instruments and certificates so executed and delivered arid the actions so taken.

...WASIII:3742211.v3

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• EFiled: Aug 9 2012 5:36PNY,. Transaction ID 45822569 Case No. 7770-

EXHIBIT H

Brian Lederer, Esq. Law Offices of Brian Lederer

3003 Van Ness St., NW, Suite #W228 Washington, D. C. 20008

Office: 202-244-1715; fax 202-244-7833

April 23, 2012

Eyob Mamo, President DAG SPE Managing Member, Inc. c/o CT Corporation 1209 Orange Street Wilmington, DE 19801

RE: Director's Demand for InfornMtion and Documents Under Delaware Code Title 8, §220(d)

Dear Mr. Mama:

This Firm represents Robert L. King, 3102 Apple Road, N.E., Washington ; DC 20018 in matters related to DAG SPE Managing Member, Inc., (DAG SPE"). On behalf of Mr. King and pursuant to the attached authorization, we hereby serve the following demand for information and documents pursuant to §220(d) of the Delaware General Corporation Law, Del, Code Title 8, §220(d),

DAG SPE's Certificate of Incorporation of DAG SPE, dated December 15, 2000, listed Mr. King as one of four initial members of the Board of Directors, along with Eyob Mamo, Tamrat Mamo, and Gerald ("Jerry") Schaeffer, DAG SPB's Certificate of Correction, dated December 21, 2000 ("Certificate of Correction"), specifically named Mr. King as DAG SPE's sole Independent Director. That Certificate of Correction, amending the Certificate of Incorporation, prohibited the Independent Director from possessing an equity interest in the corporation and proscribed that director from owing any fiduciary duty to the corporation's shareholders. Instead, the Certificate of Correction directed and mandated the Independent Director, when voting on corporate matters, to "take into account the interests of creditors of the Corporation and Lender in addition to the interests of the corporation." See, Article 1Y, paragraph A. xi.

That section also requires that "no action requiring the unanimous affirmative vote of the Board of Directors shall be taken [if the position is vacant for any reason] until a successor Independent Director is elected and qualified and approves such action" and that "[n]o Independent Director may be removed unless a successor Independent Director is appointed." (emphasis added)

Notwithstanding his status and fiduciary obligations as an Independent Director, as set forth in the Certificate of Incorporation and Ceilificate of Correction, Mr. King never received notice, in writing or otherwise, of any annual or other meetings of the Board of Directors. With one exception, Mr. King neither received any information regarding DAG SPE' s business or transactions nor was provided with any resolutions for consideration. The sole exception

referenced above related to a resolution, dated March 28, 2003, authorizing DAG SPE to borrow funds related to several parcels of real estate located in the District of Columbia. A March 28, 2003, resolution was sent to Mr. King by Scott Collins, DAG's outside counsel at Piper Rudnick, who requested that he execute and return same to him. The document that Mr. Collins faxed to Mr. King was a two (2) page unsigned resolution. Mr. King executed the March 28, 2003, resolution and returned same to Mr. Collins.

On April 17, 2003, Mr. Collins sent a document to Mr. King which purported to be a fully executed copy of the March 28, 2003, corporate resolution. To the contrary, that document is a different corporate resolution, dated April 1, 2003. And while the April 1, 2003, document purports to be fully executed by the Board, Mr. King was never provided with a copy thereof for review and did not sign. it. Mr. King asserts that what purports to be his signature thereon is a forgery. After Mr. King advised DAG SPE that he did not sign that resolution, its attorneys represented that a handwriting expert had been retained to investigate his claims and that such expert refuted his assertion. Despite multiple requests, DAG SPE's attorneys have refused to identify the expert or produce a copy of any supporting analysis or report.

Finally, DAG SPE's attorneys have represented that Mr. King was removed as Director on December 18, 2003. Despite written requests for documentation supporting Mr. King's alleged removal as Independent Director, DAG SPE has failed to provide copies thereof.

At all times relevant hereto, DAG SPE engaged in real estate and other corporate transactions, including borrowing of substantial funds. These transactions have been recorded with and are a matter of public record at the District of Columbia Recorder of Deeds. Upon information and belief, all of those transactions required the Independent Director's review, vote, and, if approved, signature, in the exercise of his stated fiduciary duties.

Based upon MI. King's status as a Director of DAG SPC Managing Member, Inc., a Delaware corporation, he hereby demands the following information arid documents.

1. Copies of all documents evidencing corporate action by DAG SPE's directors, officers and/or shareholders, including but not limited to all unanimous written consents, for the period between its incorporation and December 2003 or the date on which Mr. King ceased serving as director, whichever is later,

2, Copies of all documents purportedly executed by Mr. King as DAG SPE's independent director and all records, including all correspondence, related thereto.

3. Copies of all minutes of any meetings of the Board of Directors for the period from the date of DAG SPE's incorporation and December 2003 or the date on which Mr. King ceased serving as director, whichever is later.

4. Copies of all correspondence, including, but not limited to notices of any meetings of the Board of Directors, sent to or received from Mr. King for the period from the date of DAG SPE's incorporation and December 2003 or the date on which he ceased serving as director, whichever is later.

5. Copies of DA.G SPE's financial statements for the period between its incorporation and December 2003 or the date on which Mr. King ceased serving as director, whichever is later.

6. Copies of all agreements entered into by DAG SPE for the period between its incorporation and Decernber 2003 or the date on which Mr. King ceased serving as director, whichever is later.

7. A list of all DAG SPE officers, directors and shareholders for the period between its incorporation and December 2003 or the date on which Mr. King ceased serving as director, whichever is later.

8. All documents, including correspondence, analysis and reports by any experts retained to conduct any analysis of any records executed by DAG SPE's directors, including, but not limited to analysis of any documents purportedly executed by Mr. King during his service as DAG SPE Independent Director.

The purposes of ill e demand for information and documents are to: (a) determine with certainty the period of time in which Mr. King served as DAG SPE Director; (b) determine what corporate actions were taken during the period of time in which Mr. King served as DAG SPE Director; and (c) evaluate whether Mr. King's signature was forged on any documents; (d) determine whether any personal or corporate liability may exist for any actions taken during the period of time in which Mr. King served as DAG SPE Director.

1 look forward to working with you in a cooperative professional manner in the fulfillment of this demand for documents

Very truly yours,

Brian Lederer, Esq

cc: Marjorie Fisher, Esq.

cc: Eyob Mamo cio Corporation Service Company, Washington, D. C.

3

Sworn and subscribed to before me this 23 th day of April 2012,

TA.RY LTC My Commission Exclrek,

December 14,2016 My Commission Expires: : .

xt .

Robert King 3102 Apple Road, N.E.

Washington, D. C. 20018

April 23, 2012

Brian Lederer, Esq. Law Offices of Brian Lederer 3003 Van Ness St., NW, Suite I4W228 Washington, D. C. 20008

Re: Authorization to Make Demand for Corporate Records of DAG SPC Managing Member, Inc., Pursuant to §220(d) of the Delaware General Corporation Law, Delaware Code Title 8, §220(d)

Dear Mr. Lederer:

1 hereby authorize you and your finn to make a demand upon DAG SPE Managing Member, Inc., a Delaware corporation, pursuant to §220(d) of the Delaware General Corporation Law, Delaware Code Title 8, §220(d), for corporate books and records reasonably related to my service as a Director and to pursue that demand fully under the law. I further state that I have reviewed the three (3) page demand letter attached to this authorization, hereby authorize the demand as presented therein and have entered my initials on each page of the demand letter.

I declare under penalty of perjury that the foregoing is true and correct and that this Affidavit was executed on April 19, 2012, in Washington, D.C.

lied: Aug 9 2012 5:36P0 -'go-Transaction ID 45822569 Case No. 7770-

EXHIBIT I

Doc-18-03 0248P P.02 Dec,-1S-03 1Z:17P P-03

DAC SPE MANAGrNf; MEMBER, Mc.

Ilintoirnotp Written Consent or lull-wird of Dirtetors

• 1'4 Inuh..rsignest, bcing flu1 . rornninins directors of n A.G.SPE tvintiaglitV *Mother, .1rim, Thuivvrigc corpprudem (t.h i`Corporaiticir), Autim otiratant to Section 141 of the Delaware Cleneroi Corporaino Low, hcsrehy waive Cho calling:or hcitdiag ofa meeting.ofdirectors, f.:enSent jj writinusyo the TolloWing,acrioro:,md dircaThal. this Uniathnous Written Consent (this "Consenr) fika with the minutes of ornecedirg3,4 Of the Ctii -pration..

ihilibtEA.S. by unArtithOw yrritten'eonscox of the Atheichoiders of the Corporation onted as Or aut. date hereof,. Robert i(i»g removed from his position a 'independent Dirretor on the Sward of firee tors Mtht Corpotution (the "Boiird");.

WHER,A4A$, the. Bylaws of the Colporetiou provide that no independvit Dir&tor ism/ orhh romoved from thi.t gaud if his or her Ruchossor meent tho ilmitt,ifipationN ()fan indepondont Director and tbattic mnaining illrottOrs 17.14,a0 ;hull Isitpoint iuch ticeexsor Tridepoodoot Director;

WifEgLAS. the trideride,nod remainin.g directors have docotthin'odlibut C-6 e, E FEk triteix tho.qualifienthms.of an Independent DiTett'of;

W11112,itAS, tio: undersigned iinin :di Curs believe it is advisable and in the hemt inte.rest of the corpnotion to appoint -0 -.esn.4.5. rk,f) pc 10 the Voard. snoccssor Indeperi4X-ro Director,

NOW niEREFOlu, rr ktisoLvm, that ...62p. A.-(crZEktjis appointa w the ,I3ogsod as independent VW-m.9r efroctisia 40:of December It 2003,

go M WITNESS Wi IERPOR the nndersiined haVo Oceettted this Con4ontor of the le day

gr rhucinbc4 ztocr,3 •

Av 4,510 04.14,emAi

EFiled: Aug 9 2012 5:36PNKg Transaction ID 45822569 Case No. 7770-

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

R a ERT L. ING

ROBERT L. KING,

Plaintiff

V. C.A. No.:

DAG SPE MANAGING MEMBER, INC., a Delaware corporation,

Defendant.

VERIFICATION OF COMPLAINT

I, the undersigned, ROBERT L. KING, do hereby depose and say that I have read the

foregoing Verified Complaint to Compel the Inspection of 13ooks and Records and the factual

allegations therein are true and correct to the best of my know c, in ormation and belief,

)

DISTRICT OF COLUMBIA

)

)

swoRwro AND SUBSCRIBED before me this day of ALI 2012.

NO PUBLIC

PAM ELA mar MOD1RY PUBLIC DISTRICT OP COLUMBIA My Commission ExpIres June 14, 2014

EFiled: Aug 9 2012 5:36PIIVE Transaction ID 45822569 . lit. 6 Case No. 7770- tç

V.., ..,_ SUPPLEMENTAL INFORMATION PURSUANT TO RULE 3(A) -,........,

OF THE RULES OF THE COURT OF CHANCERY

The information contained herein is for the use by the Court for statistical and administrative purposes only. Nothing stated herein shall be deemed an admission by or binding upon any party.

I . Caption of Case: Robert L. King v. DAG SPE Managing Member, Inc.

7. Date Filed: August 9, 2012

3. Name and address of counsel for plaintiff:

Elizabeth Wilburn Joyce, Esquire (DSB #3666) Joanne Pileggi Pinckney, Esquire (DSB #3344) Pinckney, Harris & Weidinger, LLC 1220 Market Street, Suite 950 Wilmington, DE 19801 (302) 504-1497

4. Short statement and nature of claim asserted: Demand to inspect Company's books and records.

5. Substantive field of law involved (check one):

Administrative law Trade secrets/trade mark/ Commercial law or other intellectual Constitutional law property

X Corporation law Trusts Guardianships Wills and estates Labor law Zoning Real Property Other

6. Related case(s), including any Register of Wills matters, which requires copies of all documents in this matter to be filed with the Register of Wills: None

7. Basis of court's jurisdiction (including the citation of any statute conferring jurisdiction): 8 DeL C. § 220; 8 Del. C.§ 321

8. If the complaint seeks preliminary equitable relief, state the specific preliminary relief sought.

9. If the complaint seeks a TRO, summary proceedings, a Preliminary Injunction, or Expedited Proceedings, check here (If #9 is checked, a Motion to Expedite rnust accompany the transaction.)

*10. If the complaint is one that in the opinion of counsel should not be assigned to a Master in the first instance, check here and attach a statement of good cause.

/s/ Elizabeth Wilburn Joyce (DSB #3666) Attorney of Record

Attachment 4

LAW OFFICES

WEINSTOCK, FRIEDMAN & FRIEDMAN, P.A. EXECUTIVE CENTRE

4 RESERVOIR CIRCLE BALTIMORE, MD 21208-7301

410-559-9000 FAX: 410-559-9009

NORTHERN VA, DC & MD SUBURBS 800-999-8286

WWW.WEINSTOCKLEGAL,COM

March 30, 2011

Eyob Mamo, President cio The Corporation Trust Company DAG SPE Managing Member, Inc, 1.209 Orange Street Wilmington, DE 19801

Re: Robert L Kim.t , Independent Directo DAG - SPE Managing Member, Inc. Request for Documentation Our intake No.: 676511.

Deqr

Please be advised that our office has been asked to contact you by Mr. Robert King with regi rd to the above-referenced matter,

Mr. King advises that he initially listed as an Independent Director of the above-referenced. corporation. Copies of the Certificate of Incorporation, filed with the State of Delaware list Mr. King as a member of the initial Board of Directors. Despite that listing, r, Kirig advises that he was not provided with any notice of any meeting, nor was he provided any documentation regarding the actions of the company since its inception. As such, and upon information and belief that he is still a valid member of the Board, he hereby requests that documents be provided detailing the actions of the corporation and an explanation be provided as to why the corporate formalities set out in the Articles have not been complied with over the years. The requested information should be submitted directly to Mr. King at the address indicated below.

Thank you for your prompt attention to this matter.

Very truly yours,

WEINSTOCK, FRIEDMAN K FRIEDMAN, RA.

Suzan Ahson Phillips

SAP/1f

cc: Mr. Robert L. King 3102 Apple Road, NE Washnigton, DC 2001$

DISTRICT OF COL SMREAI VIRGINIA °REIT:LI TRETEA ' OTHER LOCATIONS

PARTNERS

S CNTY S DETITEYTTATT (MD. DC)

JEFFREY M. LiMMAN (MD, DC)

WILLITW1 H. ISRUSH, JFE. (MD, DC, VA)

EDWA/E0 J. Fwom,,IN (1951-200R)

MELVYN J,SVeNsTcx:K

MARC 8, S[tgOB

MANAGING ATTORNEY

100NA M. SUER

AnaRNEYS

GRES I. ROSE (MD, DC, PA, VA)

M,GRAEL W. MOORE (MD, DC)

CRAEO A. SCTIOENEELD

SHANNON El, KRESATOOT (MD, DC)

H. JEFFREY ZIEGLER (MD, DC)

DENISE L. KINNARD

JOHN R. RC-MACH

JASON E, SOLOMON (MD, DC)

OWEN BLOM (MD, DC)

REEECCA A, CARTER (MD, DC)

JAMIE 8, GLICK (MD, DC)

Kmugt.Y A. SOON

VICTOR A. LEMBO (MD,pc)

MELISSA L. ['RENTZ

ESA L. -GEIER (MD. DC)

DARLENE T. DAVIES

JORDTVE I, SELZER (MD, DC)

StgAN A. Pm tws (MD, MA, JAM - )

RessMARY E. ALUMS

BEM GREUTER

LORETTA TOWNSEND (MD, NY)

SUSAN C. SCANLON

JADIETT S. TORTORA (MD, DC, NY)

NATATIE L. GROSSMAN (MD, DC)

VIVIAN NUNEZ (MD, DC)

MARY R. MoCLIGG'.oll (MD, DC, VA)

A. ZACHARY TROPE

JORRAN M. Gucg (MD, DC)

TTEAITIER H. H.OESEY

LAUREN LE:TOE GOLANER

RROHARD HUTEON(E/A, MD,OH)

Kctom P. PATEL (MD, RA)

IONIERLIS mEAtisTR

Attachment 5

On Thursday, July 19, 2007, there will be what has been described as the final open meeti... Page 1 of 1

SMD 5A10 Special Monthly Meeting

Invited Guest: Seeking SMD 5A10 Approval

• ABBA - Lace Lounge

• ABBA - National Wine and Liquors

• "NE Health Exchange Center

Date: Wednesday, September 26, 2012

Time: 6:00 P.M. - 6:30 P.M.

Place: Potomac Lighthouse Public Charter School

4401 8 th Street, NE

ANC 5A MONTHLY COMMUNITY MEETING

Invited Guests:

• ANC Business

• Ramon Richardson - Principal - Potomac Lighthouse

Public Charter School

• 4th District Police Report - Commander Chisley-

Missouri

• 5th District Police Report - Commander Solberg

(Invited)

• Ward 5 - Councilmember - Keynan R. McDuffie

Date: Wednesday, September 26, 2012

Time: 6:30 P.M. - 9:00 P.M.

Place: Potomac Lighthouse Public Charter School

4401 8 th Street, NE

ANC 5A NEXT MONTHLY COMMUNITY MEETING

Date: Wednesday, October 24, 2012

Time: 6:30 - 9P.M.

Place: TBD

http://www.anc5a.org/nextagen.html 10/5/2012