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             DISTRICT OF COLUMBIA COURT OF APPEALS

                                  No. 19-AA-86

                    DC PRESERVATION LEAGUE, PETITIONER,

                                        v.

          MAYOR’S AGENT FOR HISTORIC PRESERVATION, RESPONDENT,

                                       and

              GEORGETOWN 29K ACQUISITION, LLC, INTERVENOR.

    On Petition for Review of a Decision and Order of the Mayor’s Agent for
         Historic Preservation, District of Columbia Office of Planning
         (OG Nos. 17-317, 17-361; HPA Nos. 17-263, 17-545, 17-633)

(Submitted March 31, 2020                               Decided August 27, 2020)

      Nicholas H. Jackson for petitioner.

      Karl A. Racine, Attorney General for the District of Columbia, Loren L.
AliKhan, Solicitor General, Caroline S. Van Zile, Deputy Solicitor General, and
Graham E. Phillips, Assistant Attorney General, for respondent.

      R. Stanton Jones, William C. Perdue, and Samuel F. Callahan for intervenor.

      James B. Wilcox, Jr. for amicus curiae Committee of 100 on the Federal City.

      Richard Hinds and Stephen J. Crimmins for amici curiae Citizens Association
of Georgetown and Friends of Georgetown Waterfront Park.

      Before EASTERLY, MCLEESE, and DEAHL, Associate Judges.
                                               2

      MCLEESE, Associate Judge: Intervenor Georgetown 29K Acquisition, LLC

(G29K) applied for approval of a proposal to demolish most of the West Heating

Plant, a historic landmark that was no longer in use, in order to construct a residential

building and a public park. The Mayor’s Agent approved the proposed demolition

and found good cause to modify historic-preservation covenants in the deed that had

conveyed the property from the United States to G29K. Petitioner DC Preservation

League (DCPL) challenges those rulings. We affirm.



                      I. Factual and Procedural Background



      The Plant is located on a two-acre property in the southeast part of

Georgetown, adjacent to the C&O Canal and Rock Creek. Originally purchased by

the National Park Service in 1938, the property later became the site of a coal-fired

heating plant for the federal government. The Plant eventually ceased functioning

and was decommissioned and closed to the public in 2000.



      The General Services Administration (GSA) sold the Plant and the

surrounding property to G29K in 2013.           The deed of sale included historic-

preservation covenants that (a) required that changes on the property be consistent

with the Secretary of Interior’s Standards for the Treatment of Historic Properties
                                             3

with Guidelines for Rehabilitating Historic Buildings, but (b) provided that although

the covenants were binding in perpetuity, the State Historic Preservation Officer

(SHPO) could, on a showing of good cause, modify or cancel some or all of the

covenants.



      G29K purchased the property in 2013. Before doing so, G29K conducted an

environmental assessment and determined that, due to extensive water damage, any

adaptive reuse of the Plant would require “essentially full demolition and

reconstruction of the majority of the existing building structure.” A subsequent

environmental assessment revealed that the property contained numerous hazardous

materials, including asbestos, lead, and mercury, which would require extensive

removal of the exterior brick and interior walls.



      G29K considered various uses for the structure, including a museum, artists’

lofts, and office space, but ultimately rejected them as economically infeasible.

After concluding that the project would be neither insurable nor economically viable

without substantial demolition, G29K developed a plan to convert the Plant into a

ten-story residential condominium building and the adjacent coal yard into a one-

acre public park.
                                           4

      In Georgetown, project proposals are reviewed by the U.S. Commission of

Fine Arts, which makes recommendations to the Mayor’s Agent. D.C. Code § 6-

1202 (2018 Repl.). The Commission reviewed and approved G29K’s plan. Because

the Plant is a historic landmark, G29K also submitted its plan to the Historic

Preservation Review Board (HPRB) for review. See D.C. Code § 6-1104 (2018

Repl.). The HPRB concluded that, due to the substantial demolition involved, the

proposal was inconsistent with the purposes of the Historic Landmark and Historic

District Protection Act, D.C. Code § 6-1101 et seq. (2018 Repl.) (“Preservation

Act”). The HPRB also found that the proposed design did not comply with the

historic-preservation standards incorporated in the deed’s historic-preservation

covenants.



      G29K then applied to the Mayor’s Agent for approval of the proposed

demolition. The State Historic Preservation Officer (SHPO) also submitted a letter

asking the Mayor’s Agent to determine whether there was good cause to modify the

historic-preservation covenants in the deed. The SHPO agreed to implement the

Mayor’s Agent’s determination.



      The Mayor’s Agent held two days of public hearings. Numerous witnesses

testified in support of G29K’s plan, including amici Citizen’s Association of
                                            5

Georgetown and Friends of Georgetown Waterfront Park. DCPL, the sole party in

opposition to the plan, presented a number of witnesses. Several District residents

also testified, some in favor of and some against the project.      The Advisory

Neighborhood Commission supported the project. See generally 10-C DCMR

§ 3201.2 (requiring Mayor’s Agent to accord great weight to Advisory

Neighborhood Commission recommendations).



      The Mayor’s Agent issued a decision and order approving the proposed

demolition and finding good cause to modify the historic-preservation covenants.



                                      II. Analysis



      Our review of a decision of the Mayor’s Agent is “limited and narrow.”

Embassy Real Estate Holdings, LLC v. District of Columbia Mayor’s Agent for

Historic Pres., 944 A.2d 1036, 1050 (D.C. 2008) (internal quotation marks omitted).

“We must uphold the Mayor’s Agent’s decision if the findings of fact are supported

by substantial evidence in the record considered as a whole and the conclusions of

law flow rationally from these findings.” Kalorama Heights Ltd. P’ship v. District

of Columbia Dep’t of Consumer & Regulatory Affairs, 655 A.2d 865, 868 (D.C.

1995). When the Mayor’s Agent’s “decision is based on an interpretation of the
                                              6

statute and regulations [the Mayor’s Agent] administers, that interpretation will be

sustained unless shown to be unreasonable or in contravention of the language or

legislative history of the statute.” Id. (internal quotation marks omitted).



                               A. Demolition Permit



      DCPL first challenges the Mayor’s Agent’s decision to issue a demolition

permit. We uphold that decision.



      Under the Preservation Act, the Mayor’s Agent may approve the demolition

of a historic landmark if the demolition is “necessary in the public interest.” D.C.

Code § 6-1104 (a), (e). Demolition is “[n]ecessary in the public interest” if it is

“necessary to allow the construction of a project of special merit.” D.C. Code § 6-

1102 (10). A project has special merit if it provides “significant benefits to the

District of Columbia or to the community by virtue of exemplary architecture,

specific features of land planning, or social or other benefits having a high priority

for community services.” D.C. Code § 6-1102 (11). To establish the necessity of

demolition, an applicant must show that “all reasonable alternatives were

considered.”   Citizen’s Comm. to Save Historic Rhodes Tavern v. District of

Columbia Dep’t of Hous. & Cmty. Dev., 432 A.2d 710, 718 (D.C. 1981). If the
                                              7

Mayor’s Agent finds that demolition is necessary to a project having special merit,

the Mayor’s Agent must then balance that special merit against the harm to historic-

preservation values that would result from the demolition. Rhodes Tavern, 432 A.2d

at 715-16.



                                  1. Special Merit



      DCPL challenges the Mayor’s Agent’s finding that the project had special

merit. “[A] proposed amenity [must] meet a high standard in order to qualify as a

‘special merit’ project, the construction of which would warrant demolition of a

building of historical significance.” Comm. of 100 on the Fed. City v. District of

Columbia Dep’t of Consumer & Regulatory Affairs, 571 A.2d 195, 200 (D.C. 1990).

“[A] project’s special merit [can] rest in whole or in part on a combination of features

that in isolation would not necessarily rise to the level of special merit.” Friends of

McMillan Park v. District of Columbia Zoning Comm’n, 149 A.3d 1027, 1039 (D.C.

2016) (“FOMP I”).



      The Mayor’s Agent found that the project provided the following special-

merit benefits: (1) “[t]he conversion of the polluted and inaccessible coal yard into

a well-designed public park, provided to and maintained for the residents of the
                                             8

District at no cost,” and connecting Rock Creek Park, the C&O Towpath, and the

Georgetown Waterfront Park; (2) financial support for restoration of the C&O Canal

Trail; (3) financial and project-management support for restoration of the nearby Mt.

Zion Historic Cemetery; (4) monetary contributions of at least $2.8 million to

entities supporting affordable housing in the District, including primarily the D.C.

Housing Production Trust Fund; (5) an interpretive on-site exhibit concerning the

industrial history of Georgetown; and (6) documentation of the history of the Plant,

to be donated to the D.C. Public Library.



      DCPL does not appear to dispute, and we therefore take as a given, that the

project has at least some special merit, due to the land-planning benefits associated

with the public park and the restoration of the C&O Canal trail. DCPL does,

however, challenge several other aspects of the Mayor’s Agent’s analysis.



                                i. Off-Site Benefits



      DCPL argues that the proposed donations to support affordable housing and

the Mt. Zion Historic Cemetery are “off-site” benefits that cannot properly be

considered special-merit benefits. We disagree. As previously noted, to qualify as

necessary in the public interest, a project must be “of special merit.” D.C. Code § 6-
                                               9

1102(10). The Preservation Act defines “special merit” to include “social or other

benefits having a high priority for community services.” D.C. Code § 6-1102(11).

Those provisions do not appear to require a physical nexus between the site of the

demolition and the “location” of all of a project’s special-merit benefits (even if we

were to assume that it would be generally feasible to determine the “location” of

special-merit benefits). Nor does our case law support such a requirement. To the

contrary, we have approved consideration of special-merit benefits that do not seem

to be tied tightly to the physical site of the demolition. See, e.g., Friends of McMillan

Park v. District of Columbia Zoning Comm’n, 207 A.3d 1155, 1173-74 (D.C. 2019)

(“FOMP II”) (exceptional economic benefits can contribute to project’s special

merit); Rhodes Tavern, 432 A.2d at 717 n.13 (same); compare Kalorama Heights,

655 A.2d at 874 (general economic benefits to District and specific benefits to

residents of project do not by themselves suffice to constitute special merit).



      DCPL argues that two previous decisions of the Mayor’s Agent preclude

consideration of “off-site” benefits: Archdiocese of Washington, HPA Nos. 99-219,

etc. (Nov. 9, 1999), and King’s Palace, HPA Nos. 88-825 and 88-826 (Mar. 1, 1989).

DCPL apparently did not bring those decisions to the attention of the Mayor’s Agent

in this case, and the Mayor’s Agent’s decision does not address them. Under the

circumstances, we doubt that a claim of inconsistent agency decision-making is
                                             10

properly before this court. See, e.g., Stackhouse v. District of Columbia Dep’t of

Emp’t Servs., 111 A.3d 636, 639 (D.C. 2015) (“[I]n the absence of exceptional

circumstances, we will not entertain a claim that was not raised before the agency.”)

(internal quotation marks omitted); LeMoyne-Owen Coll. v. NLRB, 357 F.3d 55, 61

(D.C. Cir. 2004) (Roberts, J.) (where party makes significant showing that analogous

cases have been decided differently, agency must address argument); Walker v. Gen.

Servs. Admin., Nos. 99-3310 etc., 2000 WL 991919, at *3 (Fed. Cir. July 19, 2000)

(per curiam) (declining to consider claim of inconsistent agency decision-making

that was not raised before agency). In any event, neither decision supports reversal

of the Mayor’s Agent in this case.



      In Archdiocese of Washington, one of the claimed special-merit benefits was

provision of relocation assistance to a tenant who would be displaced by the

proposed demolition. Archdiocese of Washington, HPA No. 99-219, at 10. Without

explanation, the Mayor’s Agent described that assistance as an “off-site amenity that

is irrelevant for purposes of establishing, under the [Preservation] Act, whether the

project’s on-site amenities qualify the project for special merit status.” Id. A second

claimed special-merit benefit was that the project would provide resources to assist

Catholic Charities in performing services to the community. Id. at 17. After pointing

out that many of those services would be performed at locations other than the
                                               11

project site, the Mayor’s Agent said, again without explanation, that such an off-site

amenity was “not within the provisions or anticipations of the [Preservation] Act.”

Id. To the extent that Archdiocese of Washington might be read to reflect the

categorical view that only “on-site” benefits can contribute to a special-merit

finding, the basis for that view was not explained in Archdiocese of Washington.

Moreover, for the reasons we have already stated, such a categorical rule finds no

support in the pertinent statutory language and is contrary to prior decisions of this

court.



         King’s Palace, HPA Nos. 88-825 and 88-826 (Mar. 1, 1989), provides even

less support to DCPL. In that case, the Mayor’s Agent commented that moving

certain amenities onto the project site enhanced the project’s land-planning features

(thereby reinforcing the project’s special merit), but the Mayor’s Agent did not state

that such a move would be required in order for the amenities to contribute to the

project’s special merit. King’s Palace, HPA Nos. 88-825 and 88-826, at 15.



         To be clear, we hold only that the fact that a claimed benefit can be viewed as

in some sense being “located” somewhere other than the physical location of a

project does not preclude the claimed benefit from contributing to the project’s

special merit. Several of the most important claimed benefits in this case -- such as
                                            12

the park that would connect the Georgetown Waterfront Park with the C&O Canal

and Rock Creek Park, and the restoration of nearby Mt. Zion Historic Cemetery --

are tied quite closely to the physical location of the project. We need not consider,

and therefore express no view about, cases in which most or all of the claimed

special-merit benefits have no significant physical connection to the location of the

project at issue.



                             ii. Generalized Benefits



       DCPL argues that the proposed monetary donations to support affordable

housing and the restoration of the Mt. Zion Historic Cemetery are generalized

benefits that cannot be treated as contributing to the project’s special merit. We

conclude to the contrary. “The social benefits to be included in a special merit

project must have a high priority for community services. Thus, factors which are

common to all projects are not considered as special merits.” Comm. of 100, 571

A.2d at 200 (brackets, citation, and internal quotation marks omitted).



       DCPL relies upon our decision in Kalorama Heights, where we affirmed a

decision by the Mayor’s Agent concluding that the benefits in a proposal were “not

special enough” to qualify as “social or other benefits having a high priority for
                                            13

community services.” 655 A.2d at 874 (internal quotation marks omitted). We

explained that projects that predominantly benefit occupants of the proposed new

buildings, “coupled with general benefits to the District (such as increased tax

revenues or increased housing stock),” are insufficient to constitute special-merit

benefits. Id. In the present case, however, G29K’s proposal outlines specific

beneficiaries for targeted donations rather than providing only generalized benefits.

It was not unreasonable for the Mayor’s Agent to determine that the donations

addressed issues having a “high priority for community services.” Cf., e.g., FOMP

II, 207 A.3d at 1171-72 (affirming as reasonable Mayor’s Agent’s finding that,

where applicants were not required to include any affordable housing in their

proposal, “the inclusion of housing, twenty percent of which will go to low-income

residents” can contribute to proposal’s special merit); see generally Embassy Real

Estate Holdings, 944 A.2d at 1050 (court defers to Mayor’s Agent’s expertise on

question whether project has “special merit”).



      In sum, we uphold the Mayor’s Agent’s determination that the project was

one of special merit.
                                              14

                                      2. Necessity



      DCPL also challenges the Mayor’s Agent’s determination that demolition of

the Plant was necessary to achieve the claimed-special merit benefits. We affirm the

determination of the Mayor’s Agent.



      An applicant seeking approval to demolish a historic landmark bears the

burden of showing that demolition is “necessary in the public interest.” D.C. Code

§§ 6-1102(10), -1104(e)-(f); see also, e.g., Kalorama Heights, 655 A.2d at 869

(“The applicant has the burden of proving entitlement to a demolition permit. In

meeting this burden, the applicant must show that it considered alternatives to the

total demolition of the historic building and that these alternatives were not

reasonable.”) (citation omitted). “If a reasonable alternative would achieve the same

special-merit benefits . . . while avoiding or reducing the need for demolition . . . ,

thereby reducing the adverse impact on historic-preservation interests, then the

Mayor’s Agent cannot properly conclude that the proposed demolition . . . is

necessary to allow the construction of a project of special merit.” FOMP I, 149 A.3d

at 1043 (internal quotation marks omitted).
                                             15

                            i. Necessity and Demolition



      DCPL raises two arguments that turn on the relationship of the terms

“necessary” and “demolition.” We are not persuaded by either argument.



      First, DCPL argues that certain of the claimed special-merit benefits -- such

as the park and the interpretive exhibits -- could physically have been provided

without any demolition of the Plant. That is true. The inquiry into necessity,

however, is not limited to physical necessity, and includes considerations such as

financial feasibility. See, e.g., Don’t Tear It Down, Inc. v. District of Columbia

Dep’t of Hous. & Cmty. Dev., 428 A.2d 369, 380 (D.C. 1981) (“Reasonableness

must be imputed into the ‘necessary’ standard, and at hearing on each ‘special merit’

permit, factors including but not limited to cost, delay, and technical feasibility

become proper considerations for determining ‘necessary.’”).



      Second, DCPL argues that “demolition” was not shown to be necessary,

because the structure could have been substantially restored, after initial demolition,

using “in-kind” materials. The Mayor’s Agent rejected this argument, reasoning that

although an applicant “could reduce the preservation losses by rebuilding in-kind

post-demolition,” the applicant is not required to do so under the Preservation Act,
                                             16

provided that the balancing of net preservation loss and special merit favors the

applicant.



      The Mayor’s Agent’s analysis on this point logically rests on the premise that

tearing a structure down constitutes demolition, even if the building is then

reconstructed using “in-kind” materials.        In other words, the possibility of

reconstruction does not affect the question of whether demolition is necessary, but

instead is relevant only to the balancing of historic-preservation loss and special-

merit benefit. We conclude that the Mayor’s Agent’s decision reflects a reasonable

interpretation of the Preservation Act.



      The Preservation Act defines “demolition” as “the razing or destruction,

entirely or in significant part, of a building or structure,” including “the removal or

destruction of any facade of a building or structure.” D.C. Code § 6-1102(3). In our

view, the Mayor’s Agent could reasonably treat the act of tearing a building down

and then rebuilding it, even with in-kind materials, as demolition within the meaning

of the Act.   See generally, e.g., Gondelman v. District of Columbia Dep’t of

Consumer & Regulatory Affairs, 789 A.2d 1238, 1244 (D.C. 2002) (“Although, as

an original matter, we might or might not agree with the Mayor’s Agent’s
                                             17

interpretation of the Act, we cannot say that [the] interpretation is unreasonable [or]

inconsistent with the language of the Act.”).



                            ii. Reasonable Alternatives



      Although DCPL acknowledges that some demolition of the existing structure

would be necessary for residential use, DCPL argues that G29K inadequately

considered alternatives involving less extensive demolition.        To the contrary,

substantial evidence supports the conclusion that G29K adequately considered

reasonable alternatives.    There was evidence that G29K considered multiple

alternative designs but determined that, without extensive demolition, it would not

be possible to repair the structural damage and remove the hazardous materials so as

to secure insurance for the project and make the project financially viable. Although

an analysis considering only public safety concluded that moderate demolition

would suffice, there was evidence that such a project would be unable to secure

insurance or financing and would therefore generate economic losses of up to $100

million. And although DCPL points to an earlier design proposed at one point by

G29K, DCPL’s witness at the hearing did not dispute that the earlier design would

have required a “virtually identical” degree of demolition.
                                              18

      DCPL contends that various pieces of evidence tend to show that there were

other reasonable alternatives that G29K did not adequately explore. The existence

of some evidence tending to support DCPL’s position, however, does not mean that

the Mayor’s Agent’s contrary conclusion was unsupported by substantial evidence.

See, e.g., Potomac Elec. Power Co. v. District of Columbia Dep’t of Emp’t Servs.,

77 A.3d 351, 354 (D.C. 2013) (“Where there is substantial evidence to support [an

agency’s] findings[,] . . . the mere existence of substantial evidence contrary to that

finding does not allow this court to substitute its judgment for that of [the agency].”)

(brackets and internal quotation marks omitted).



      Relatedly, DCPL challenges the adequacy of the Mayor’s Agent’s findings on

the issue of reasonable alternatives. We conclude that Mayor’s Agent adequately

explained his decision. The Mayor’s Agent expressly found that the proposed

demolition was necessary to construct the project of special merit, and the Mayor’s

Agent went on to explain the basis for that finding in some detail. Specifically, the

Mayor’s Agent noted that the current structure was unsafe and permeated with toxic

chemicals, that a new residential building was essential to the economic viability of

the project, and that changes would have to be made to the current structure to permit

the construction of a residential building.
                                            19

      In sum, the record supports the conclusion that G29K adequately considered

reasonable alternatives to demolition.    See, e.g., FOMP II, 207 A.3d at 1177

(affirming Mayor’s Agent’s findings where “the applicants’ witnesses at the hearing

provided ample indication that they had considered numerous alternatives and that

no other design could provide the same level of benefits with less demolition”).



                iii. Commission of Fine Arts Recommendation



      Finally, DCPL argues that the Mayor’s Agent’s finding of necessity

erroneously relied on the recommendation of the Commission of Fine Arts, rather

than that of the HPRB.      The Mayor’s Agent, however, did not rely on the

Commission’s recommendation in making the necessity finding, instead giving

weight to the Commission’s recommendation only when discussing the distinct

question whether there was good cause to modify the historic-preservation covenant

in the deed.



      3. Balancing of Special-Merit Benefits and Historic-Preservation Loss



      We further hold that the Mayor’s Agent reasonably concluded that the

project’s special-merit benefits outweighed the net loss to historic preservation
                                            20

caused by the demolition. The Preservation Act “implicitly requires that, in the case

of demolition, the Mayor’s Agent balance the historical value of the particular

landmark against the special merit of the proposed project.” Rhodes Tavern, 432

A.2d at 716. The Act does not, however, require the Mayor’s Agent to find that

those benefits outweigh the net preservation loss to the greatest extent possible. As

the Mayor’s Agent noted, G29K presented largely uncontested evidence indicating

that the Plant is “dangerous, toxic, and inaccessible” and must be substantially

demolished for any adaptive reuse. The Mayor’s Agent explained that although the

Plant has some historic value as an architectural building, overwhelming evidence

supported the conclusion that the value of the project outweighed the loss of the

Plant’s historic elements. The Mayor’s Agent also credited testimony indicating that

the transformation of the site would be an important step toward revitalizing the

historic C&O Canal Park, thereby reducing the net historic-preservation loss. We

conclude that there was substantial evidence in the record to support these findings.



      In sum, we see no reason to disturb the conclusions of the Mayor’s Agent

regarding the Preservation Act. The record reveals that the Mayor’s Agent made

reasonable findings of fact on each required issue, that substantial evidence in the

record supported those findings, and that the Mayor’s Agent’s conclusions flowed

rationally from those findings of fact.
                                            21



                          B. Historic-Preservation Covenants



      DCPL also challenges the Mayor’s Agent’s determination that there was good

cause to modify the historic-preservation covenants. We see no basis for reversal.



      In analyzing whether to modify the covenants, the Mayor’s Agent examined

the text and purpose of both the covenants and the Secretary of the Interior’s

Standards for the Treatment of Historic Properties. After explaining that there is no

binding precedent for what constitutes “good cause” to modify such covenants, the

Mayor’s Agent concluded that, given the District’s “sophisticated historic

preservation law, . . . committed preservation community, and fair public process for

addressing preservation disputes,” the finding that a project is one of special merit

within the meaning of the Preservation Act was a reasonable basis to modify the

covenants. In any event, the Mayor’s Agent explained, G29K had done “much more

than” simply establish that its project had special merit, because it offered a

“stunning design by a world acclaimed architect” that “may achieve aesthetic and

cultural significance exceeding that of the existing [Plant].”     Accordingly, the

Mayor’s Agent found that there was good cause to modify the covenants “to the

extent necessary to allow the proposed demolition and construction.”
                                              22

      Although DCPL argues that the Mayor’s Agent’s analysis was too conclusory,

we conclude that the Mayor’s Agent’s analysis was amply explained. See generally,

e.g., Friends of McMillan Park v. District of Columbia Zoning Comm’n, 211 A.3d

139, 149 (D.C. 2019) (“FOMP III”) (“If a reviewing court is satisfied that the agency

has provided a reasoned analysis, so that the agency’s path may reasonably be

discerned, the court will affirm the agency’s decision.”) (ellipsis and internal

quotation marks omitted).



      Nor are we persuaded, as DCPL argues, that the Mayor’s Agent acted

arbitrarily and capriciously in finding good cause to modify the covenants. As we

stated in Ammerman v. District of Columbia Rental Accommodations Comm’n, 375

A.2d 1060 (D.C. 1977):


             “Good cause” depends upon the circumstances of the
             individual case, and a finding of its existence (or
             nonexistence) lies largely in the discretion of the officer or
             court to which the decision is committed. By its very
             nature, “good cause” requires the evaluation of a number
             of subtle factors, a task properly given to the
             administrative agency most experienced in dealing with
             such factors in the first instance. In the absence of an
             abuse of the agency’s discretion in that evaluation, we are
             bound by that good cause or lack of good cause
             determination.
                                            23

Id. at 1063 (citations and internal quotation marks omitted). We view the Mayor’s

Agent’s good-cause determination to be entirely reasonable, and we are not

persuaded by DCPL’s arguments to the contrary.



      First, DCPL appears to argue that a finding of good cause to modify the

covenants must be based on an interpretation of the standards of historical

preservation reflected in the covenants. That argument is somewhat difficult to

follow, but the Mayor’s Agent’s order did explain what the covenants would have

required, why the project could not reasonably meet those requirements, and why

there was good cause to modify the requirements.        That explanation reflected

adequate consideration of what the covenants’ standards would have required in the

absence of modification.



      Second, DCPL argues that permitting modification of the covenants would

“run contrary to the entire purpose of historic preservation law.” As the Mayor’s

Agent explained, however, approving the project at issue in this case was consistent

with the Preservation Act, which allows construction of projects of special merit

even if some historic-preservation loss occurs.
                                            24

      Finally, DCPL argues that the Mayor’s Agent gave undue weight to the

recommendation of the Commission of Fine Arts and to the aesthetic characteristics

of the project. We do not agree. Both considerations are indisputably relevant, and

we see no indication that the Mayor’s Agent gave either undue weight in finding

good cause.



                                            C.



      Amicus curiae Committee of 100 on the Federal City raises several issues that

DCPL did not raise in its opening brief, including most notably the argument that

the SHPO unlawfully delegated to the Mayor’s Agent the decision whether to

modify the covenants. This court does not ordinarily consider issues raised by an

amicus curiae but not properly raised by a party. See, e.g., Apartment & Office Bldg.

Ass’n of Metro. Wasington v. Pub. Serv. Comm’n, 203 A.3d 772, 784 (D.C. 2019)

(“An amicus curiae must take the case as he finds it, with the issues made by the

principal parties.”) (brackets and internal quotation marks omitted); Nixon v. United

States, 736 A.2d 1031, 1032 (D.C. 1999) (per curiam order denying rehearing) (“[I]n

the absence of exceptional circumstances, we will not consider questions raised by

an amicus but not addressed by the parties.”). DCPL did attempt to adopt at least

some of those arguments in its reply brief, but we ordinarily do not consider
                                             25

arguments that are first raised in a reply brief, e.g., Massey v. Massey, 210 A.3d 148,

154 n.12 (D.C. 2019). In the circumstances of this case, we decline to address these

issues. Specifically, the issues were raised at best in passing before the Mayor’s

Agent; the Mayor’s Agent’s decision and order did not address the issues; as noted,

DCPL did not raise the issues in its opening brief; G29K and the Mayor’s Agent

therefore did not fully brief the issues; and at least some of the issues appear to be

less than straightforward.



      For the foregoing reasons, the Mayor’s Agent’s order and decision are



                                         Affirmed.
