Proposed Contract with 5610 Colorado Avenue Cooperative, Inc.

MURIEL BOWSER
MAYOR

April 3, 2025

The Honorable Phil Mendelson
Chairman
Council of the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue, NW, Suite 504
Washington, DC 20004

Dear Chairman Mendelson:

Pursuant to Section 451 of the District of Columbia Home Rule Act (D.C. Official Code § 1 -
204.51), enclosed for consideration and approval by the Council of the District of Columbia is a
proposed contract with 5610 Colorado Avenue Cooperative, Inc. in the amount of $5,897,614.

Under the proposed contract, the District will loan $5,897,614 from the Housing Production Trust
Fund to 5610 Colorado Avenue Cooperative, Inc., which will use the proceeds of the loan to
finance certain eligible costs for 36 units of affordable housing located at 5610 Colorado Avenue
NW in Ward 4.

My administration is available to discuss any questions you may have regarding the proposed
contract. In order to facilitate a response to any questions you may have, please have your staff
contact Chris Earley, Deputy Director, Department of Housing and C ommunity Development, at
chris.earley@dc.gov.

I look forward to the Council’s favorable consideration of this contract.

Sincerely,

Muriel Bowser
GOVERNMENT OF THE DISTRICT OF COLUMBIA
Department of Housing and Community Development
COUNCIL CONTRACT SUMMARY
Pursuant to section 202(c) of the Procurement Practices Reform Act of 2010, effective April
8, 2011 (D.C. Law 18-371; D.C. Official Code §2-352.02(c)), the following contract
summary is provided:
(A) The proposed contractor, contract amount, unit and method of compensation, contract
term, and type of contract:
Proposed Contractor: 5610 Colorado Avenue Cooperative, Inc.
Contract Amount: $5,897,614
Unit and Method of Compensation: Draw Schedule
Term of Contract: 42 years
/ 0% Simple Interest
Type
of Contract: Loan Agreement
(B) The goods or services to be provided, the methods of delivering goods or services, and
any significant program changes reflected in the proposed contract:
The Department of Housing and Community Development (DHCD) proposes to
provide a loan to 5610 Colorado Avenue Cooperative,
Inc. in the amount of
$5,897,614 from the Housing Production Trust Fund for the purpose of financing
eligible project-related hard and soft
costs associated with the property located at
5610 Colorado Ave., N.W, Washington, DC in Ward
4.
(C) Results, including the price and technical components:
DHCD received a request for funding from the borrower to be used for the purpose
of financing project-related costs associated with the property lo cated at 5610
Colorado Ave., N.W, Washington, DC in Ward 4.
Page 1 of 3

(D) The background and qualifications of the proposed contractor, including its
organization, financial stability, personnel, and prior performance on contracts with
the District government:
The borrowing entity is 5610 Colorado Avenue Cooperative, Inc.
(E) Performance standards and the expected outcome of the proposed contract:
The proposed DHCD loan proceeds will be used to provide a loan to 5610 Colorado
Ave., Cooperative, Inc. in the amount of $5,897,614 from the Housing Production Trust
Fund for the purpose of financing project-related hard and soft costs associated with the
property located at 5610 Colorado Ave., N.W, Washington, DC in Ward 4.
The project is consistent with DHCD’s goal of preserving and producing affordable
housing for low-to-moderate income residents. Additionally, the borrower is required to
fulfill all conditions as set forth in the loan agreement within the agreed upon time
frames. Failure to fulfill the terms of the loan agreement will constitute default.
(F) A certification that the proposed contract is within the appropriated budget authority
for the agency for the fiscal year and is consistent with the financial plan and budget
adopted in accordance with D.C. Official Code §§ 47-392.01 and 47-392.02:
The loan will be funded through the Housing Production Trust Fund. Attached is the
certification that the proposed loan agreement is consistent with the District’s financial
plan and budget.
(G) A certification that the proposed contract is legally sufficient, including whether the
proposed contractor has any currently pending legal claims against the District:
A legal sufficiency memorandum from the Office of the General Counsel is attached.
(H) A certification that the proposed contractor is current with its District and federal
taxes or has worked out and is current with a payment schedule approved by the
District or federal government:
District and federal tax law compliance certifications are attached.
Page 2 of 3
(I) The status of the proposed contractor as a certified local, small, or disadvantaged
business enterprise as defined in the Small, Local, and Disadvantaged Business
Enterprise Development and Assistance Act of 2005, effective October 20, 2005 (D.C.
Law 16-32; D.C. Official Code § 2-218.01 et seq.):
5610 Colorado Avenue Cooperative, Inc. is not a certified local, small, or
disadvantaged business enterprise.
(J) Other aspects of the proposed contract that the Chief Procurement Officer considers
significant:
N
one
(K) A statement indicating whether the proposed contractor is currently debarred from
providing services or goods to the District or federal government, the dates of the
debarment, and the reasons for debarment:
The proposed contractor is not currently debarred from providing services or goods to
the District or federal government. A debarment affidavit is attached.
(L) Where the contract, if executed, will be made available online:
The contract summary will be available at www.dhcd.dc.gov.
Page
3 of 3
*
*
* GovernmentoftheDistrictofColumbia

HE OfficeoftheChiefFinancialOfficer 11014 Street,SWHE OfficeofTaxandRevenue Washington,DC20024
DateofNotice:February10,2025 NoticeNumber:0013272236 =
5610COLORADOAVENUECOOPERATIVEINC FEIN:**-*9#390569014THSTNW CaseID:18465029WASHINGTONDC 20012-1967
CERTIFICATE OF CLEAN HANDS
AsreportedintheCleanHandssystem,theabovereferencedindividual/entityhasnooutstandingliabilitywiththeDistrictofColumbiaOfficeofTaxandRevenueortheDepartmentofEmploymentServices.Asofthedateabove,theindividual/entityhascompliedwithDCCode§47-2862,thereforethisCertificateofCleanHandsisissued.
TITLE 47. TAXATION, LICENSING, PERMITS, ASSESSMENTS, AND FEES
CHAPTER 28 GENERAL LICENSE
SUBCHAPTER II.CLEAN HANDS BEFORE RECEIVING A LICENSE OR PERMIT
D.C. CODE § 47-2862 (2006)
§47-2862PROHIBITIONAGAINST ISSUANCE OF LICENSEOR PERMIT

AuthorizedBy Melinda Jenkins
Branch Chief,Collectionand Enforcement Administration
Tovalidatethiscertificate,pleasevisitMyTax.DC.gov.OntheMyTaxDC homepage,clickthe“Validate a Certificateof Clean Hands” hyperlink under the Clean Hands section.

11014thStreetSW,SuiteW270,Washington,DC20024/Phone:(202)724-S048/MyTax.DCgov
THIS IS TO CERTIFY
that all applicable provisions of the District of Columbia Business
Organizations Code (Title 29) have been complied with and accordingly, this
CERTIFICATE OF
GOOD STANDING
is hereby issued to
C E R T I F I C A T E
5610 COLORADO AVENUE COOPERATIVE INC.
IN TESTIMONY WHEREOF I
have hereunto set my hand and caused the seal of this office to
be affixed as of
2/7/2025 5:12 PM
Business and Professional Licensing Administration
Tracking #:
rsfM4mmd
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF LICENSING AND CONSUMER PROTECTION
CORPORATIONS DIVISION
WE FURTHER CERTIFY
that the domestic entity is formed under the law of the District on
08/09/2006 ;

that all fees, and penalties owed to the District for entity filings collected through the
Mayor have been paid and Payment is reflected in the records of the Mayor; The entity's most
recent biennial report required by § 29-102.11 has been delivered for filing to the Mayor; and the
entity has not been dissolved.
This office does not have any information about the entity
¶
s
business practices and financial standing and this certificate shall not be construed as the entity
¶
s
endorsement.
Initial File #:
262374
Entity Type:
Coop

PROJECT/CONTRACT ELIGIBILITYAFFIDAVIT!
AUTHORIZED REPRESENTATIVE
THEREBY AFFIRM THAT Iam thePresident andtheduly
authorizedrepresentativeof5810ColoradoAvenueCooperativeInc. andthatIpossessthelegal
authoritytomake thisAffidavitonbehalf ofmyselfand theorganizationforwhich Iam acting,
CERTIFICATION OF ORGANIZATIONAL REGISTRATION AND TAX PAYMENT
IFURTHER AFFIRM THAT theorganizationnamed above isa Domestic
corporation,unincorporatedassociationorpartnershipdulyregisteredinaccordancewiththelawsoftheDistrictof Columbia and isingood standing.The name and addressof its residentagent is:

5610ColoradoAvenueCoop.
5610ColoradoAvNW.
WashingtonDC20011
tiveInc

1FURTHERAFFIRMTHAT,exceptasvalidlycontested,theorganizationandanyrelated
entities,haspaid,orwillhavepaidallrealproperty,income,andwithholdingtaxesduetotheDistrictofColumbiapriortoexecutionofanyfundingagreementawardedbytheDistrictof
Columbia.

AFFIRMATION REGARDING BRIBERY CONVICTIONS
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthepastfiveyears,Ihavenotbeenindicted,convictedof,orhavehadprobationbeforejudgmentimposed,orhavepleadednolocontendertoachargeofbribery,attemptedbribery,orconspiracytobribeinviolationof any Districtof Columbia or federallaw.
AFFIRMATION REGARDING OTHER CONVICTIONS
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthepastfiveyears,Ihavenotbeenindictedorconvictedofacriminaloffenseincidenttoobtaining,attemptingtoobtain,orperformingapublicorprivatecontract;fraud,embezzlement,theft,forgery,falsificationordestructionofrecords;receivingstolenproperty;oradmittedinwritingorunderoath,duringthecourseofan officialinvestigationorotherproceeding,actsoromissionsthatwouldconstitutegroundsforconvictionorliabilityunderanylaworstatutedescribedabove.
AFFIRMATION REGARDING CIVILLIABILITY
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthepastfiveyears,neitherInortheaboveorganizationhasbeenfoundcivillyliableforcommissionoffraudoracriminaloffenseincidenttoobtaining,attemptingtoobtainorperformingapublicor
*Project/ContractEl AffidavitisalsoknownastheContractAffidavit

privatecontract;violationoffederalorstateantitruststatutes;commissionofembezzlement,theft,forgery,falsificationordestructionofrecords;makingfalsestatements;orreceivingstolenproperty

AFFIRMATION REGARDING CURRENT CRIMINAL OR CIVIL LIABILITY
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbeliefthat|amnotcurrentlyindictedorotherwisecriminallyorcivillychargedbyagovernmentalentitywithcommissionofanyoftheoffensesenumeratedinthethreeprecedingparagraphsofthisAffidavit
AFFIRMATION REGARDING DEBARMENT

IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthepastfiveyears,Ihavenotbeendebarred,proposedfordebarment,suspended,declaredineligible,excludedfromordeterminedineligible(includingbeingissuedalimiteddenialofparticipation)byanypublicentity.

AFFIRMATION REGARDING DEBARMENT OF RELATED ENTITIES.
IFURTHERAFFIRMTHAT(a)theorganizationwasnotestablished,anditdoesnotoperateinamannerdesignedtoevadetheapplicationofor defeatthepurposeofdebarment;and(b)theorganizationisnotasuccessor,assignee,subsidiary,oraffiliateofasuspendedordebarred
organization.
SUBCONTRACT AFFIRMATION
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatneither|northeaboveorganization,hasknowinglyenteredintoacontractwithapublicbodyunderwhichapersondebarredorsuspendedwillprovide,directlyorindirectly,supplies,services,architecturalservices,construction-relatedservices,leasesofrealproperty,orconstruction.
AFFIRMATION REGARDING PAST PROJECT PERFORMANCE,
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthepastfiveyears,neitherI,northeaboveorganizationanditsrelatedentitieshavewhileactingasa
sponsor,developer,guarantor,orownerofa projectdevelopmentteambeenremovedasageneralpartnerormanagingmember,asapplicable;hadchronicpastdueaccounts;hadsubstantialliens,judgments,foreclosures,orbankruptcies;hadunresolveddefaults;issuedchronichousingcodeviolations;receivedexcessivetenantcomplaints;failedtoreceiveIRSForm8609foracompletedproject;orfailedtocorrectareportofLow-IncomeHousingCreditAgenciesReportofNoncomplianceorBuildingDisposition(Form8823).
AFFIRMATION REGARDING PAST DHCD PROJECT PERFORMANCE
1FURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatIandtheaboveorganizationanditsrelatedentitiesareincompliancewithallexistingandprioragreementswithDHCDand/ortheDistrictofColumbia,includingmajorhealth,safetyandbuildingcodes.IandtheaboveorganizationanditsrelatedentitieshavenotconsistentlyfailedtoprovideinformationtoDHCDaboutexistingdevelopmentsorotherloanapplications.Withinthepastthreeyears,IandtheaboveorganizationanditsrelatedentitieshavenothadanawardterminatedbyDHCDorreceivedanunsatisfactoryratingfromDHCDorHUD,ifapplicable.
IftheAffiantcannotcertifythathe/shenortheaboveorganizationhasnotbeendebarred,suspended,proposedfordebarment,declaredineligible,excludedfrom,participationinapubliccontract;orcannotcertifythathe/shenortheaboveorganizationhasnotbeenindicted,convicted,orcivillychargedbyagovernmentalentitywithanoffenseincidenttoobtaining,attemptingto
obtain,orperformingapublicorprivatecontract,fraud,embezzlement,theft,forgery,falsificationordestructionofrecords;orreceivingstolenproperty;orcannotcertifythatwithinthepastfiveyears,he/she,northeaboveorganizationhasahistoryofremovalfromaprojectdevelopmentteam:substantialliens,defaults,judgments,foreclosures,and/orbankruptcies;he/sheshallprovideanexplanationwiththisAffidavit.Anexplanationwillnotnecessarilyresultindenialofparticipationina Request forProposalaward. Failureto submit thisAffidavitwilldisqualifythe authorized
representativeandtheaboveorganizationfromaRequestforProposalaward.

LJ CheckhereifanexplanationisattachedtothisAffidavit.
ACKNOWLEDGMENT
1ACKNOWLEDGE THATthisAffidavitistobefurnishedtotheDistrictofColumbia
DepartmentofHousingandCommunityDevelopmentandmaybedistributedtounitsof(a)theDistrictofColumbiagovernment;(b)otherstates;and(c)thefederalgovernment.Ifurther
acknowledgethatthisAffidavitissubjecttoapplicablelawsoftheUnitedStatesandtheDistrictofColumbia,bothcriminalandcivil,andthatnothinginthisAffidavitoranyagreementresultingfromthesubmissionofthisproposalshallbeconstruedtosupersede,amend,modify,orwaive,onbehalfoftheDistrictofColumbia,oranyunitoftheDistrictofColumbiahavingjurisdiction,theexercise
ofanystatutoryrightorremedyconferredbytheConstitutionandthelawsoftheDistrictof
Columbiawithrespecttoanymisrepresentationmadeoranyviolationoftheobligations,termsandcovenantsundertakenbytheaboveorganizationwithrespectto(a)thisAffidavit,(b)theprojectproposal,(c)thefundingaward,(d)thefundingcontract,and(e)otherAffidavitscomprisingpartof
the contract.
1DO SOLEMNLY DECLARE AND AFFIRM UNDER THE PENALTIESOF PERJURY
THAT THE CONTENTS OF THISAFFIDAVITARE TRUE AND CORRECT TO THE BEST OF
MY KNOWLEDGE, INFORMATION, AND BELIEF.
WITNESS ‘5610ColoradoAvenueCooperativeInc.
SignanireofWitness SignatureofRepresentative
hat cueperl, 2-12) ZY G-12-
presidentSOU)[3/ey2CO

***
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
* * *WE ARE
WASI-HNGTON
oc
March 10, 2025
VIA ELECTRONIC MAIL
Commissioner Aretha "Nikki" Jones
ANC 4E01
1347 Madison Street NW
Washington, DC 20011
4E0l@anc.clc.gov
Re: 5610 Colorado Avenue Cooperative, Inc. -5610 Colorado Avenue NW
Dear Commissioner Jones,
Pursuant to D.C. Official Code§ 1-309.10 (200I ed.), you are hereby infor111ed that the Depart111ent of
Housing and Community Develop111ent ("Department" or "the Depart111ent") proposes to provide 5610
Colorado Avenue Cooperative, Inc. with funding in an approxi111ate amount of $5,897,614 in Housing
Production Trust Fund (HPTF) loan funds that will be used to finance eligible project-related hard and
soft costs for the affordable housing project located at 5610 Colorado Avenue NW, Washington, D.C.
Please be advised that Advisory Neighborhood Commission 5807 has thirty (30) business days from the
date of this notice to sub111it comments on the proposed above action. District law requires that the
Department give "great weight" to all relevant ANC concerns or recommendations.
The Department must receive comments by April 22, 2025 (i.e., the 30-business day comment period).
You must include a reference to the subject matter identified at the top of this notice in your response.
Comments may be sent by email to Pamela Hillsman at pamela.hillsman@dc.gov or by mail to: The
Department of Housing and Community Development, Office of the Director, Attn: Pamela Hillsman,
1909 Ma1tin Luther King Avenue, S.E., 4th Floor, Washington, D.C. 20020.
If you have further questions regarding this project, please do not hesitate to contact Tiphanie Jones at
202-442-7261 or Tiphanie.Jones2@dc.gov.
cc: Councilme111ber Robett C. White, Jr., At-Large Council111e111ber
Council111e111ber Janeese Lewis George, Ward 4 Councilmember
Com111issioner Pavan lshwar Khoobchandani, Chairperson 4E06, Office of Advisory
Neighborhood Commissions
Mr. Kent Boese, Office of Advisory Neighborhood Commissions
Elin Zurbrigg, Co-Executive Director, MiCasa
Juan Pablo Vacatello, Co-Executive Director, MiCasa
Page 1 of 4
GOVERNMENT OF THE DISTRICT OF COLUMBIA
PROFILE SUMMARY
(CONT
RACTs TO PURCHASE, SELL, ACQUIRE, TRANSFER, LEASE OF REAL
PROPERTY/ EXCLUSIVE RIGHT AGREEMENTs/LOANs & GRANTs OVER $1M/INTRA-
DISTRICTs)
Contracting Agency: Dept. Housing and Community Development Agency Code:
Using Agency: Dept. Housing and Community Development Agency Code:
Loan/Grant/Lease Sub-recipient Name: 5610 Colorado Avenue Cooperative, Inc.
Should the D.C. Council have any questions regarding this loan/grant/lease, please contact:
Project Manager: Tiphanie Jones Telephone Number: 202-442-7261
TYPE OF DOCUMENT SUBMITTED
1. Loan/Grant/Lease Modification 4. W ritten or Informal Contract
2. Exercise of Grant Option Year (E. O.) 5. Lease of Real Property
3. Loan/Grant/Lease Agreement for:
5610 Colorado Avenue Cooperative, Inc.
6. Other:
LOAN/GRANT TYPE
1. Grant 4. Cost Reimbursement
2. Loan Price $5,897,614 5. Time and Material
3. Task Order 6. Advance Payment
Page 2 of 4
GRANT/LOAN/LEASE INFORMATION
Amount: $5,897,614 (HPTF)
Grant/Loan Term: 42 Years
Grant/Loan/Lease No. : _DHCD
Caption: 5610 Colorado Avenue Cooperative, Inc.
Interest Rate: 0 %
Does this Grant/Loan Amount exceed $1 million: Yes No
If yes, please attach a copy of the DC Council approval and provide the following information:
Date received: Date approved:
LEASE INFORMATION
Lease No.:
Location:
Sq. Ft. Leased:
Total Bldg. Sq. Ft.:
Total Cost
Annual Cost
Cost Per Sq. Ft.
% Sq. Ft. Leased By D.C.
BRIEF DESCRIPTION OF GRANT/LOAN/LEASE
SOURCE OF FUNDING
1. Appropriated 4. Intra-District
2. Capital 5. Inter-Jurisdictional
3. Grant ( ) 6. Other: HPTF
If procurement action is funded by grant or other non-capital or non-appropriated funds, will the
District need to expend some portion of its funds prior to receiving funds from the grantor or
other funding source?
Yes N/A
If Yes, indicate the amount the District will need to expend and the percentage this amount
represents of the total funds required to support the effort. District Funds $
% .
No
Page 3 of 4
CRITICAL ISSUES ASSOCIATED WITH GRANT/LOAN ACTION
1. Is this Grant/Loan one of multiple (more than one) Grants/Loans for similar goods, services, etc.,
awarded by the Agency to this subrecipient, or related entity, within the last twelve (12) months?
2. H
ave reserved funds been obligated for payment? (If Yes, ensure documentation is included in
Gr
ant/Loan File).
3. Is the File complete? (If Yes, please attach pertinent documentation).
4. Is the subrecipient a successor to or affiliated with another individual or business that has
Grant/Loan with the Agency?
I
f Yes, name of Predecessor/Affiliate:
5. Is a former District employee an owner, officer, or affiliate of the subrecipient?
I
f Yes, Name and Affiliation:
P
lease discuss any other critical issues such as time constraints; health and safety issues; or
financial/revenue production issues that should be known.
FU
TURE INFORMATION/DOCUMENTATION TO BE SUBMITTED TO AUTHORITY
IF Grant/Loan IS AWARDED
1. Award Date 4. Claims By/Against Grant/Loan
2. Expiration Date 5. Certified Completion Date
3. Amendments 6. Final Payment Date
Yes No
Yes
No
Yes No
Yes No
Yes
No
Leroy Clay III
Digitally signed by Leroy Clay III
Date: 2025.03.19 13:18:40 -04'00'
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
Office of the General Counsel
MEMORANDUM
TO: Muriel E. Bowser
Mayor
THRU: Julia Wiley, General Counsel
Department of Housing and Community Development
FROM: Devin Johnson, Assistant General Counsel
Department of Housing and Community Development
DATE: November 25, 2024
SUB
JECT: Proposed Funding in the principal amount not to exceed Five Million Eight
Hundred Ninety-Seven Thousand Six Hundred Fourteen and 00/100 Dollars
($5,897,614.00) (“Funding” to 5610 Colorado Avenue Cooperative, Inc. (the
“Borrower”)
______________________________________________________________________________
The proposed funding will finance eligible expenses, including soft costs, rehabilitation, and
green building retrofits, related to the rehabilitation of 36 units, located at 5610 Colorado
Avenue, NW, Washington, DC 20011 (the “Project”).
Th
e Funding consists of a Housing Production Trust Fund (“HPTF”) Loan in an amount not to
exceed Five Million Eight Hundred Ninety-Seven Thousand Six Hundred Fourteen and 00/100
Dollars ($5,897,614.00).

DHCD proposes to provide the loan financing pursuant to the authority under the Housing
Production Trust Fund Act of 1988, D.C. Official Code §42-2801 et seq. and the District of Columbia
Municipal Regulations, Title 10B, Chapter 41 (collectively, the “HPTF Statutes” or the “HPTF
Regulations”).
DHCD pr
oposes to enter into the above subject transaction to finance eligible expenses,
including soft costs, rehabilitation, and green building retrofits, related to the rehabilitation of 36
units, at that certain real property located at 5610 Colorado Avenue, NW, Washington, DC,
20011 (the “Project”). 34 of the Project units shall be affordable to and occupied by households
whose family income is at or below 50% of Median Family Income (“MFI”). Two (2) Reserved
Units shall be affordable to and occupied by households at or below 30% of MFI.
The attach
ed Loan Agreement, evidencing the proposed contract has been prepared by the Office
of the General Counsel of the Department of Housing and Community Development and is
determined to be legally sufficient in accordance with all applicable federal and District of
Columbia laws. If you have any questions concerning the Loan contract, please contact Devin
Johnson, Assistant General Counsel for the District of Columbia Department of Housing and
Community Development, on 202-442-7291 or devin.johnson.@dc.gov.
cc: Chris Earley, Deputy Director, DHCD
Tiphanie Jones, Project Manager, Development Finance Division, DHCD
Mikaell Briscoe, Development Finance Division, DHCD
5610 Colorado Ave. Cooperative, Inc. Loan Agreement (Revised Jan. 2023)
KH 542765.14
LOAN AGREEMENT
between
5610 Colorado Avenue Cooperative, Inc.
a District of Columbia Cooperative Association
as Borrower
and
DISTRICT OF COLUMBIA,
a municipal corporation,
acting by and through the DEPARTMENT OF
HOUSING AND COMMUNITY DEVELOPMENT
as Lender
Dated as of , 2025
DH
CD Contract No. __________
Project Name __________

KH 542765.14
TABLE OF CONTENTS
Page
Section 1. Definitions............................................................................................................... 1
Section 2. Loan ........................................................................................................................ 8
2.1. Generally ................................................................................................................. 8
2.2. Making of Payments ............................................................................................... 8
2.3. Use of Loan Proceeds ............................................................................................. 8
2.4. Additional Financing .............................................................................................. 8
Section 3. Reserved .................................................................................................................. 9
Section 4. Requirements and Conditions for Loan Disbursements ......................................... 9
4.1. Initial Disbursement ................................................................................................ 9
4.2. Subsequent Disbursements ................................................................................... 10
4.3. Final Disbursement ............................................................................................... 10
4.4. Payment Procedures and Requirements ................................................................ 10
4.5. Conditions Precedent to Subsequent Disbursements ............................................ 11
4.6. Retainage............................................................................................................... 13
4.7. Additional Conditions for Final Disbursement ..................................................... 13
4.8. Final Adjustment to Loan After Closing .............................................................. 15
4.9. Insufficiency of Loan Proceeds ............................................................................ 16
4.10. Authorized Disbursements .................................................................................... 16
4.11. Disbursements Not a Waiver ................................................................................ 16
4.12. Stored Materials .................................................................................................... 17
4.13. No Escrow ............................................................................................................. 17
Section 5. Representations and Warranties ............................................................................ 17
5.1. Status ..................................................................................................................... 17
5.2. Authority ............................................................................................................... 17
5.3. No Conflicting Agreements .................................................................................. 17
5.4. Litigation ............................................................................................................... 17
5.5. Financial Information............................................................................................ 17
5.6. Receivership .......................................................................................................... 18
5.7. Tax Returns ........................................................................................................... 18
5.8. Liens on Property .................................................................................................. 18
5.9. Utilities .................................................................................................................. 18
5.10. Roads..................................................................................................................... 18
5.11. Zoning and Land Use. ........................................................................................... 18
5.12. Cost Breakdown .................................................................................................... 18
5.13. OFAC List ............................................................................................................. 19
Section 6. Covenants .............................................................................................................. 19
6.1. Construction of Project ......................................................................................... 19
6.2. Insurance ............................................................................................................... 19
6.3. Accounting/Audit Requirements .......................................................................... 19

5610 Colorado Avenue Cooperative, Inc. Loan Agreement
KH 542765.14
6.4. Inspection .............................................................................................................. 19
6.5. Maintenance and Repair ....................................................................................... 19
6.6. Obstructions .......................................................................................................... 20
6.7. Permits, Licenses .................................................................................................. 20
6.8. Structural Injury, Nuisance, Waste and Other Prohibited Uses ............................ 20
6.9. Compliance with Laws ......................................................................................... 20
6.10. Reporting............................................................................................................... 20
6.11. Records and Retention .......................................................................................... 21
6.12. Payment of Obligations......................................................................................... 21
6.13. Notices .................................................................................................................. 21
6.14. Further Assurances................................................................................................ 22
6.15. Fees of Lender’s Agents ....................................................................................... 22
6.16. Performance of Other Agreements ....................................................................... 22
6.17. Acknowledgement of Lender Financing ............................................................... 22
6.18. Property Management ........................................................................................... 22
6.19. Affordability Covenants........................................................................................ 23
6.20. Hazardous Materials Indemnity ............................................................................ 23
Section 7. Default; Remedies ................................................................................................. 24
7.1. Defaults ................................................................................................................. 24
7.2. Remedies of Lender on Event of Default ............................................................. 25
7.3. No Remedy Exclusive; Delays or Omissions; Waiver of Breach......................... 27
Section 8. Additional Local and Federal Requirements Applicable to Borrower ................. 28
Section 9. Conflict Of Interest/ Limit of Liability ................................................................. 30
Section 10. Notice of Non-Discrimination .............................................................................. 31
Section 11. Freedom of Information Act ................................................................................. 31
Section 12. Antideficiency Act Limitations............................................................................. 31
Section 13. Miscellaneous ....................................................................................................... 32
13.1. Reimbursement of Disbursements Made or Other Costs Incurred by Lender ...... 32
13.2. Interest on Additional Payments and Reimbursements ........................................ 32
13.3. Indemnification of Lender .................................................................................... 32
13.4. Nonassignability ................................................................................................... 33
13.5. Liability of Lender ................................................................................................ 33
13.6. No Partnership, Joint Venture, Agency ................................................................ 33
13.7. Waiver of Jury Trial/ Service of Process/ Court Costs ......................................... 33
13.8. No Third Party Beneficiaries ................................................................................ 34
13.9. Counterparts .......................................................................................................... 34
13.10. Notices .................................................................................................................. 34
13.11. Amendment ........................................................................................................... 35
13.12. Survival of Agreements ........................................................................................ 35
13.13. Entire Agreement; Successors and Assigns; Time of Essence ............................. 35

5610 Colorado Avenue Cooperative, Inc. Loan Agreement
KH 542765.14
13.14. Severability ........................................................................................................... 35
13.15. Descriptive Captions; Headings ............................................................................ 35
13.16. Construction .......................................................................................................... 35
13.17. Governing Law ..................................................................................................... 35
13.18. Conflict with Program Requirements ................................................................... 35

The following exhibits and riders attached hereto are incorporated into and deemed part of this
Agreement.
Exhibits
Exhibit A Summary of Loan Terms
Exhibit B Project Budget
Exhibit C Construction Draw Schedule
Exhibit D Federal Labor Standards Contract Addendum
Exhibit E Davis-Bacon Wage Determination
Exhibit F Section 3 Contract Addendum
Exhibit G Development Team Debarment Affidavit
Exhibit H Insurance Requirements
Exhibit I Certification of Borrower’s Representations and
Warranties
Exhibit J Form of Final Loan Reduction Certificate
Exhibit K Form of Net Cash Flow Calculation Worksheet
Exhibit L Modifications to Loan Agreement

5610 Colorado Avenue Cooperative, Inc. Loan Agreement
KH 542765.14
LOAN AGREEMENT
THIS LOAN AGREEMENT (this “ Agreement”) is made as of this ____ day of
___________, 2024 from 5610 Colorado Avenue Cooperative, Inc., a District of Columbia
cooperative association (“Borrower”), and the DISTRICT OF COLUMBIA, a municipal
corporation, acting by and through the DEPARTMENT OF HOUSING AND COMMUNITY
DEVELOPMENT (“Lender”).
RECITALS
A. Borrower owns the real property in the District of Columbia located at 5610
Colorado Avenue NW.
B. Borrower has applied to Lender for a loan in a total principal amount not to exceed
Five Million Eight Hundred Ninety -Seven Thousand Six Hundred Fourteen and 00/100 Dollars
($5,897,614.00)1 (the “Loan”), the proceeds of which shall be used by Borrower to finance the
Project (as defined below); and
C. Lender has agreed to make the Loan on the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
Section 1. Definitions As used herein:
“Act of Bankruptcy” means the filing of a petition in bankruptcy under the United States
Bankruptcy Code, 11 U.S.C. § 101 et seq. (and all future acts supplemental thereto or amendatory
thereof) or the commencement of a proceeding under any other applicable law concerning
insolvency, reorganization or bankruptcy by or against Borrower or any guarantor, as debtor.
“Affordable Housing Covenant” means that certain Affordable Housing Covenant by
Borrower for the benefit of Lender, which sets forth Borrower’s covenants to rent the Affordable
Units to Qualified Tenants in accordance with the Program Requirements and the Loan
Documents, which agreement shall be recorded against the Property as a covenant running with
the land.

1 Borrower acknowledges and agrees that it is executing this Agreement ahead of the Closing Date
in order to obtain the necessary approvals by the D.C. Council. Borrower further acknowledges
and agrees that the Loan amount may be adjusted ahead of the Closing Date in accordance with
the loan right-sizing requirements set forth in the Commitment Letter.
Borrower: _________________ (initial)

5610 Colorado Avenue Cooperative, Inc. Loan Agreement
KH 542765.14
“Affordability Period” means the period during which Borrower shall operate the Project
as affordable housing units in compliance with the Affordable Housing Covenant and the Program
Requirements.
“Affordable Unit” means a residential housing unit that is reserved for and leased to
Qualified Tenants at the applicable income limit for such unit and at rents that are affordable
pursuant to the Affordable Housing Covenant. “Affordable Unit” as used her ein has the same
meaning as “Reserved Unit” as used in the HPTF Program Requirements. Notwithstanding any
provision to the contrary, an Over -Income Tenant (as such term is defined in the Affordable
Housing Covenant) may occupy an Affordable Unit, however, once such tenant vacates an
Affordable Unit, the Affordable Unit shall be rented to income eligible households in accordance
with the Affordable Housing Covenant and the Program Requirements. “Affordable Unit Index”
has the meaning set forth in the Affordable Housing Covenant.
“Agreement” has the meaning set forth in the Preamble.
“Annual Owner Certification” means that certain certification pre pared and executed by
Borrower and submitted to Lender , which certifies that all Affordable Units have been rented
exclusively to Qualified Tenants at rent levels consistent with the Affordable Housing Covenant
and the Program Requirements. The Annual Owner Certification is submitted to Lender through
its electronic asset management portal, also known as the DHCD-PAMD Owner/Borrower portal.
“Architect” means the architect for the Project and its successors and assigns.
“Attorneys’ Fees and Costs” means all reasonable costs and expenses (including, without
limitation, reasonable attorneys' fees and disbursements of Lender's counsel, whether in- house
staff, retained firms or otherwise) incurred by Lender or Trustee (as such term is defined in the
Deed of Trust) in connection with Borrower’s default under the Loan Documents.
“Authority” means any governmental entity having jurisdiction over all or part of the
Property, the Project, or over a party hereto.
“Borrower” has the meaning set forth in the Preamble.
“Change Order” has the meaning set forth in Section 4.5.7.
“Closing Date” means the date of this Agreement.
“Completion Date” means December, 31 2026, as may be extended with the prior written
consent of Lender.
“Construction Contract” means the agreement to be entered into between Borrower as
owner and the Contractor for the Project.
“Construction Draw Schedule” means the Lender-approved draw schedule attached hereto
as Exhibit C and incorporated herein.
“Contractor” means the general contractor for the Project and its successors and assigns.

5610 Colorado Avenue Cooperative, Inc. Loan Agreement
KH 542765.14
“Cost Savings” has the meaning set forth in Section 4.8.1.
“Deed of Trust” means the Deed of Trust, Assignment of Leases and Rents and Security
Agreement delivered from Borrower to Lender’s trustee for the benefit of Lender, and will be
recorded in the land records of the District of Columbia to secure the Loan as evidenced by the
Note.
“Draft Loan Reduction Calculation” has the meaning set forth in Section 4.8.1.
“Due Diligence and Closing Checklist” has the meaning set forth in the Loan Commitment.
“Equity Investor" [INTENTIONALLY DELETED]
“Event of Default” has the meaning set forth in Section 7.1.
“Excess Proceeds” has the meaning set forth in Section 4.8.1.
“Fifty Percent (50%) Completion” means the date on which fifty percent (50%) of the
construction and/or rehabilitation of the Project, and all improvements, have been completed, in a
good and workmanlike manner, defect-free and free from mechanic’s and materialmen’s liens, and
in accordance with all applicable laws and codes, the Plans and Specifications, the relevant Loan
Documents and all environmental remediation laws, as evidenced by a signed certificate from the
Architect, which certificate may be included as part of the Payment Request delivered to Lender,
indicating that fifty percent (50%) of the construction and/or rehabilitation of the Project, and all
improvements, have been completed in accordance with all applicable laws and codes, the Plans
and Specifications, the relevant Loan Documents and all environmental remediation laws.
“Fifty Percent (50%) Completion Meeting” means the progress meeting convened by
Lender following Fifty Percent (50%) Completion.
“Final Loan Reduction Calculation” has the meaning set forth in Section 4.8.1.
“Final Loan Reduction Certificate” means that certain certificate prepared and executed by
Borrower, in substantially the form attached hereto as Exhibit J, which certifies the amount of
Final Loan Reduction Calculation in accordance with Section 4.8.1.
“Financing Statements” means the UCC financing statements, evidencing the Loan, that
shall be recorded in the land and chattel records, as applicable, of the District of Columbia to secure
Lender’s lien on the fixtures and equipment located at the Property.
“Fiscal Year” means the fiscal year of Borrower, which is January 1 to December 31.
“FOIA” has the meaning set forth in Section 11.1.
“Hazardous Materials ” means any substance (i ) the presence of which requires
investigation, remediation, or special handling under any Federal, state or local statute, regulation,
ordinance, order or policy; or (ii ) is or becomes a “ hazardous substance” or “hazardous waste”
under any F ederal, state or local statute, regulation, ordinance, order or policy, including the

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KH 542765.14
Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 9601 et seq.), as amended from
time to time, or the Comprehensive Environmental Response, Compensation and Liability Act of
1980 (42 U.S.C. § 9601 et seq. ), as amended from time to time; and (iii) without limitation,
includes any lead, oil or petroleum products, polychlorinated bi -phenyls, PCB's, asbestos, urea
formaldehyde foam insulation or radon gas, except as such products are customarily found or used
in similar projects.
“Household” means all persons who will occupy the Affordable Unit, including the
tenant’s spouse or domestic partner, all children under eighteen (18) years of age, and all other
persons over eighteen (18) years of age who will be occupying the Affordable Unit.
“HUD” means the U.S. Department of Housing and Urban Development.
“Human Rights Act” has the meaning set forth in Section 10.
“Improvements” means all structures or buildings now or hereafter erected or placed on
the Property, together with any and all alterations, additions, accessions and replacements thereof.
“Increased Sources” has the meaning set forth in Section 4.8.1.
“Lender” has the meaning set forth in the Preamble.
“Lender Retainage” means an amount equal to the lesser of ten percent (10%) of the
Construction Contract or ten percent (10%) of the Loan amount that shall be reserved until the
final disbursement of Loan proceeds. As set forth in Exhibit A, the Lender Retainage for this
Project is $589,761.00
“Loan” has the meaning set forth in the Recitals.
“Loan Commitment” means Lender’s letter of conditional commitment, and any
modifications thereto. In the event of a conflict in terms between this Agreement and the Loan
Commitment, this Agreement shall control.
“Loan Documents” means, collectively, this Agreement, the Note, the Deed of Trust, the
Affordable Housing Covenant, the Financing Statements, the Loan Commitment and any other
documents required by Lender from Borrower, as a condition precedent to disbursing the Loan
proceeds or to evidence or secure this Loan. All Loan Documents shall be incorporated herein by
reference.
“Loan Term” means the term of the Loan from the Closing Date to the Maturity Date (as
defined in the Note).
“Median Family Income” or “MFI” means the median family income for a Household of
four (4) persons in the “Washington Metropolitan Statistical Area” as periodically published by
HUD, and adjusted for Household size without regard to any adjustments made by HUD for the
purposes of the programs it administers, as may be adjusted by Lender to establish income limits
pursuant to the Program Requirements. MFI is also known as Area Median Income or AMI.

5610 Colorado Avenue Cooperative, Inc. Loan Agreement
KH 542765.14
“Net Cash Flow Calculation Worksheet” means that certain worksheet prepared and
executed by Borrower, in substantially the form attached hereto as Exhibit K, which demonstrates
Borrower’s annual calculation of Net Cash Flow (as such term is defined in the Note) and payments
owed to Lender pursuant to the Note.
“Note” means that certain Deed of Trust Note made by Borrower, of even date herewith,
as amended, modified, or supplemented from time to time, which evidences Borrower’s promise
to Lender to repay the Loan under the terms and conditions of the Loan Documents.
“Notice” has the meaning set forth in Section 13.10.
“OFAC” has the meaning set forth in Section 5.13.
“Operating/Partnership Agreement” means the bylaws of the Borrower , dated as of August
9, 2006, as may be amended.
“OPM” has the meaning set forth in Section 4.7.1.
“Other Contingency Use” has the meaning set forth in Section 4.5.7.
“Payment Request” has the meaning set forth in Section 4.4.
“Permanent Loan Closing Date” has the meaning set forth in Section 4.8.1.
“Permitted Transfer” means the transfers permitted in accordance with Section 1.11 of the
Deed of Trust.
“Person” means a natural person, trustee, corporation, partnership, limited liability
company or other legal entity.
“Plans and Specifications” means the plans and specifications approved or to be approved
by Lender for the Project.
“Program Requirements” means:
The requirements of the Housing Production Trust Fund, including, but not limited
to, the Housing Production Trust Fund Act of 1988, D.C. Law 7-202, D.C. Official Code § 42-2801
et seq. (2001 ed.) and 10B DCMR Chapter 41, both the statutes and regulations, as may be amended
from time to time (collectively, the “HPTF Program Requirements”).
 The requirements of the Section 8 project-based voucher program, including, but
not limited to, the Federal and District of Columbia Housing Choice Voucher Program rules and
regulations at 24 CFR Part 982 and 983 and 14 DCMR Chapters 49, 51, 53, 54, 56, 59, 61, 93 and
95. The Section 8 project -based voucher program is administered by the District of Columbia
Housing Authority.
 The requirements of the Local Rent Supplement Program, including, but not limited
to, the Federal and District of Columbia Housing Choice Voucher Program rules and regulations

5610 Colorado Avenue Cooperative, Inc. Loan Agreement
KH 542765.14
at 24 CFR Parts 982 and 983, and 14 DCMR Chapters 49, 51, 53, 54, 56, 59, 61, 93 and 95. The
Local Rent Supplement Program is administered by the District of Columbia Housing Authority.
 The requirements of the Permanent Supportive Housing Program, which provides
supportive housing for an unrestricted period of time for individuals and families who were once
homeless and continue to be at imminent risk of becoming homeless, including persons with
disabilities as defined in 24 CFR § 582.5, for whom self -sufficient living may be unlikely and
whose care can be supported through public funds. See D.C. Official Code § 4- 751.01(28).
Affordable Units that are subject to the Permanent Supportive Housing Program shall be operated
in accordance with HUD’s Housing First model and vacancies shall be filled through the
Coordinated Entry System. The Permanent Supportive Housing Program is administered by the
District of Columbia Department of Human Services.
 The requirements of the District of Columbia Department of Behavioral Health
Permanent Supportive Housing Program, including but not limited to The Department of
Behavioral Health Establishment Act of 2013, D.C. Law 20-61, D.C. Official Code § 7- 1141.01
et seq. and that certain Memorandum of Understanding Between the Department of Behavioral
Health and the Department of Housing and Community Development, effective June 16, 2014, as
amended, that provides for financing development of long-term supportive housing units in the
District of Columbia for the exclusive use of Department of Behavioral Health consumers.
 The requirements of the HOME Investment Partnerships Program , including, but
not limited to, the Federal rules and regulations at 24 CFR Part 9 2 and the HOME Written
Agreement by and between Borrower and Lender, dated as of substantially even date herewith.
 The requirements of the National Housing Trust Fund Program, including, but not
limited to, the Federal rules and regulations at 24 CFR Part 93.
 The requirements of the Community Development Block Grant Program ,
including, but not limited to, the Federal rules and regulations at 24 CFR Part 570.
 The requirements of the Section 108 Loan Guarantee Program , including, but not
limited to, the Federal rules and regulations at 24 CFR Part 570, Subpart M and that certain
Contract for Loan Guarantee Assistance under Section 108 of the Housing and Community
Development Act of 1974, as amended, 42 U.S.C. § 5308 et seq., by and between Lender and
HUD, dated ___________ (collectively, the “Section 108 Program Requirements”).
 The requirements of the Housing for Older Persons Act, including, but not limited
to, 42 U.S.C § 3607 et seq. and the Federal rules and regulations at 24 CFR Part 100.
 The requirements of the Housing Opportunities for Persons with AIDS Act,
including, but not limited to, 42 U.S.C. § 12901 et seq. and the Federal rules and regulations at 24
CFR Part 574.
“Project” means, collectively, the Improvements located or to be built on the Property that
will be financed with the Loan proceeds pursuant to this Agreement, and used as a rental housing
development.

5610 Colorado Avenue Cooperative, Inc. Loan Agreement
KH 542765.14
“Project Budget” means the sources and uses of the Project and the specific uses of the
Loan proceeds that are set forth in Exhibit B attached hereto.
“Property” has the meaning set forth in the Deed of Trust.
“Qualified Tenants” means Households whose household income qualifies for the income
limit for the particular Affordable Unit the Household is leasing, as set forth in the Affordable
Housing Covenant and meets any additional criteria set forth in the Progr am Requirements. A
Qualified Tenant shall include any Over-Income Tenant who has a valid written lease and was in
good standing at the Project prior to the date of this Agreement.
“Registered Agent” means The Barac Co , with an address at 6901 4 th Street NW,
Washington, DC 20012.
“Rent” means the occupancy charge for each housing unit and any commercial or retail
space, if applicable, in the Project pursuant to a proprietary lease, lease or other occupancy
agreement between the tenant and Borrower.
“Returned Funds” has the meaning set forth in Section 4.8.1.
“Satisfaction Letter” has the meaning set forth in Section 4.7.9.
“Senior Lender” has the meaning set forth in the Deed of Trust.
“Senior Loan” means any loan from a Senior Lender, as evidenced by a promissory note,
and other instruments, agreements and documents by and between Borrower and Senior Lender,
to evidence, secure or guarantee the repayment of the Senior Loan.
“Senior Loan Documents” means all of the financing documents entered into between
Borrower and the Senior Lender to evidence the Senior Loan.
“Seventy-Five Percent (75%) Completion” means the date on which seventy- five percent
(75%) of the construction and/or rehabilitation of the Project, and all improvements, have been
completed, in a good and workmanlike manner, defect-free and free from mech anic’s and
materialmen’s liens, and in accordance with all applicable laws and codes, the Plans and
Specifications, the relevant Loan Documents and all environmental remediation laws, as evidenced
by a signed certificate from the Architect, which certificate may be included as part of the Payment
Request delivered to Lender, indicating that seventy-five percent (75%) of the construction and/or
rehabilitation of the Project, and all improvements, have been completed in accordance with all
applicable laws and codes, the Plans and Specifications, the relevant Loan Documents and all
environmental remediation laws.
“Subordinate Loan(s)” means Borrower’s existing acquisition loan with Lender in the
outstanding principal amount of Two Million Eight Hundred Seventy -Seven Thousand Four
Hundred Seventy-Seven and 00/100 Dollars ($2,877,477.00).
“UCC” has the meaning set forth in Section 7.2.7.

5610 Colorado Avenue Cooperative, Inc. Loan Agreement
KH 542765.14
“VAWA” has the meaning set forth in Section 8.
Section 2. Loan.
2.1. Generally.
2.1.1. Use and Purpose. Borrower agrees to borrow from Lender, and Lender
agrees to lend to Borrower, the Loan proceeds; such Loan proceeds shall be used by Borrower for
the uses specified in the Project Budget, subject to Section 2.2 herein, and subject to all of the
terms, provisions and conditions of this Agreement.
2.1.2. Expenses and Disbursements Secured by Deed of Trust . The Loan
proceeds, Attorneys’ Fees and Costs (if any) and all other Loan expenses, as and when disbursed
or incurred by Lender, will be secured by the Deed of Trust.
2.2. Making of Payments . All payments (including prepayments) of principal of, or
interest on, the Loan, shall be made in accordance with the terms of the Note. All such payments
shall be made without any set-off or counterclaim, and free and clear of any restrictions or
conditions, and free and clear of and without deduction for or on account of, any present or future
taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any nature now or
hereafter imposed by any governmental or other authority.
2.3. Use of Loan Proceeds . In compliance with and subject to all terms of this
Agreement, Lender will disburse the Loan to or for the account of Borrower. Borrower shall
provide to Lender a cost breakdown, in trade form, and loan budget, which shall be approved by
Lender, in its sole discretion. Lender shall disburse the proceeds of the Loan, so long as no Event
of Default (defined herein) has occurred and is continuing, only for purposes that are permitted by
the Program Requirements, and for no other purposes. Furthermore, the Loan proceeds shall only
be applied to the uses specified in the Project Budget, except as may be modified with the prior
written consent of Lender, which consent shall not be unreasonably withheld, conditioned or
delayed.
2.4. Additional Financing.
2.4.1. Except for the Senior Loan(s) and the Subordinate Loan(s), Borrower
shall not receive any additional funds from any source, concerning this Project without the express
written consent of Lender, except that Borrower shall be permitted to refinance the balance of the
Senior Loan at any time, (i) for not more than the outstanding balance of principal and accrued
interest and reasonable and necessary closing costs, (ii ) for a term that does not exceed the
remaining term of the Loan, and (iii ) upon terms that L ender has determined as commercially
reasonable and for which Lender has provided its prior written approval in accordance with the
Program Requirements (which approval shall not be unreasonably withheld, conditioned or
delayed).
2.4.2. If the Loan is subject to the Section 108 Program Requirements, neither
Lender nor Borrower shall enter into an intercreditor or subordination agreement with another
lender without HUD’s prior written approval.

5610 Colorado Avenue Cooperative, Inc. Loan Agreement
KH 542765.14
Section 3. Reserved.
Section 4. Requirements and Conditions for Loan Disbursements . Lender’s obligation to
make any disbursement of Loan proceeds is subject to Borrower’s satisfaction of the following
requirements and conditions, subject in all respects to Section 2.3:
4.1. Initial Disbursement:
4.1.1. If applicable, an initial amount of Loan proceeds shall be disbursed on
the Closing Date in the form of a wire to fund costs that are approved by Lender and eligible to be
paid with Loan proceeds as determined at Lender’s sole discretion, regardless of when the costs
were incurred.
4.1.2. Lender’s obligation to make the initial disbursement of Loan proceeds is
subject to Borrower’s satisfaction of the following requirements and conditions unless waived in
writing by Lender:
(1) Borrower must obtain, at its sole cost and expense, and submit to Lender
evidence that it has satisfied each of the Closing Conditions (as such term
is defined in the Loan Commitment), which shall be subject to Lender’s
review and approval, both as to substance and form, and shall be updated
and effective as of the date hereof.
(2) On or before the Closing Date, Borrower shall have executed and delivered
to Lender the Loan Documents to be executed by Borrower and all other
documents and instruments required from Borrower and Lender in
connection with the Loan.
(3) Lender shall have received an opinion of Borrower’s counsel to the effect
that Borrower is duly organized and validly existing and in good standing
under the laws of the state of its organization, authorized to do business in
the District of Columbia, with full power to own the Project and to execute,
deliver and perform its obligations under this Agreement; that the Loan
Documents executed and delivered for the Loan are valid and legally
binding and enforceable against Borrower in accordance with their
respective terms, subject to laws pertaining to bankruptcy and insolvency;
and opining as to such other matters as may be required by Lender.
(4) The representations and warranties set forth in Section 5 shall be true and
correct in all material respects on and as of the Closing Date, and no Event
of Default shall then exist under this Agreement.
(5) The Deed of Trust and the related UCC financing statements and all other
Loan Documents requiring filing or recordation shall have been filed or
recorded in the appropriate public records as necessary and appropriate to
evidence and perfect the liens and security interests thereby created.

5610 Colorado Avenue Cooperative, Inc. Loan Agreement
KH 542765.14
(6) Satisfy the payment and procedures requirements set forth in Sections 4.4.1
– 4.4.4.
4.2. Subsequent Disbursements:
4.2.1. Following the initial disbursement, Lender shall retain the balance of the
Loan proceeds to fund subsequent disbursements in accordance with the Project Budget and the
Construction Draw Schedule, subject to the requirements set forth in Sections 4.4 and 4.5.
4.2.2. Lender will make subsequent disbursements of the Loan proceeds to
Borrower in the form of an Automated Clearing House (ACH) payment.
4.2.3. Lender will make subsequent disbursements of the Loan proceeds to
Borrower in a timely manner, subject to the requirements set forth in Sections 4.4 and 4.5.
4.3. Final Disbursement: The conditions for the final disbursement of Loan proceeds
are further described in Section 4.7, and Lender’s ability to withhold a portion of funds from the
final disbursement is further described in Section 4.8.
4.4. Payment Procedures and Requirements : Borrower shall submit to Lender a
fully executed, complete, and accurate disbursement or draw request package ( the “Payment
Request”), as hereafter described, at least thirty (30) days before the date funding is being
requested. Payment procedures and requirements are as follows:
4.4.1. Borrower’s submission of the Payment Request must document eligible
costs in accordance with the Project Budget and Construction Draw Schedule, as the same may be
adjusted from time-to-time as construction progresses with Lender approval, if applicable.
4.4.2. Borrower shall create and submit Payment Requests in an electronic
format through the DC Vendor Portal or a successor system . The DC Vendor Portal is an online
system that allows Borrower/vendor to create and submit invoice packages by selecting the
applicable purchase order number. All Borrowers/vendors must be registered in the portal prior to
invoice submission. Additional details and instructions are available on the portal website.
4.4.3. Each Payment Request must be submitted in the form of a proper invoice
package to Lender, including all required forms and documents, in accordance with Lender’s most
recent published guidelines. Per Lender’s published guidelines and in accordance with Section 4.5,
Lender may require additional substantiating documentation be included as part of the Payment
Request submitted through the DC Vendor Portal or shared separately utilizing Lender’s cloud
platform for construction period monitoring.
4.4.4. Each Payment Request shall include the Certification of Borrower’s
Representations and Warranties, attached hereto at Exhibit I and incorporated herein, and shall be
submitted through the DC Vendor Portal. The Payment Request shall also contain all details
concerning the Project which Lender reasonably requires, and adequate supporting documentation
to substantiate every expenditure that Lender is requested to fund.

5610 Colorado Avenue Cooperative, Inc. Loan Agreement
KH 542765.14
4.4.5. If the Loan proceeds will be used to fund construction costs, the Payment
Request must include a copy of the Contractor’s application for payment to Borrower, signed by
the Architect and confirmed by Lender’s inspector, on notarized AIA Forms G702 and G703 or
other forms acceptable to Lender. The Contractor’s application for payment shall be subject to the
Senior Lender’s retainage requirements, as applicable.
4.4.6. Disbursements shall be made within thirty (30) days of Lender’s receipt
of a proper Payment Request.
4.4.7. Lender shall not be required to disburse more frequently than once every
thirty (30) days.
4.4.8. Regardless of whether Borrower is requesting a disbursement of Loan
proceeds for a particular month, Borrower shall provide Lender with a copy of each disbursement
or draw request submitted to the Senior Lender or other financing parties on a monthly basis. This
copy shall include the monthly application for payment from the C ontractor and documentation
for all other expenditures for which funding from other parties is being requested.
4.5. Conditions Precedent to Subsequent Disbursements . Lender’s obligation to
make any disbursements hereunder shall be subject to the procedures and requirements in
Sections 4.4 and Borrower’s satisfaction of the following conditions, as determined by Lender in
its sole discretion:
4.5.1. Confirmation that any outstanding items on the Due Diligence and
Closing Checklist have been provided to Lender, including final executed and recorded documents
that were not available at the time of initial disbursement. Lender shall be in receipt of a final
electronic closing binder.
4.5.2. Lender has held a preconstruction meeting for the Project and issued a
Notice to Proceed to Borrower and Contractor.
4.5.3. Following Fifty Percent (50%) Completion as determined by the
Architect, Lender shall hold a Fifty Percent (50%) Completion Meeting. The Fifty Percent (50%)
Completion Meeting must be conducted to Lender’s satisfaction and any outstanding compliance
concerns must be addressed before Lender shall make disbursements subsequent to Fifty Percent
(50%) Completion.
4.5.4. Field progress meetings shall be held on a regularly scheduled monthly
basis. Borrower, Contractor, Architect, and all necessary subcontractors shall agree on the
percentage of work completed and in place, and the amount of stored and insured materials on-site
and off-site. Borrower s hall be responsible for notifying all of the parties above of the time and
date of the meeting in advance. If Lender’s representative is unable to attend in person or virtually
to its satisfaction, Lender reserves a right to inspect the work performed for which a disbursement
is sought or otherwise inspect the condition of the Project before providing its approval. If Lender
is unable to complete a physical inspection, date -stamped photographic evidence and/or video
footage that verifies the work completed and billed for in the Payment Request will be required,
in accordance with Lender’s published guidelines.

5610 Colorado Avenue Cooperative, Inc. Loan Agreement
KH 542765.14
4.5.5. Lender shall have received such certifications of job progress, in form
satisfactory to Lender, as Lender may request, which shall include the most recent construction
progress report or construction monitoring report, as applicable, meeting minutes , a summary of
the P roject’s recently completed and upcoming construction activities, an updated schedule, a
description of significant Project issues, and the proposed resolution of such issues. Regardless of
whether Lender is being requested to disburse funding for hard costs, Borrower is expected to
submit a copy of the construction progress or construction monitoring report , as applicable, or
minutes to Lender on a monthly basis. In addition, Lender shall have received copies of all other
requested reports and documents, as available, required to satisfy requirements of Lender and other
applicable governmental agencies having jurisdiction over the Project. In this regard, Lender shall
have the right to inspect all books, records and accounts relating to such work, and may, at its
option, require execution by Borrower and any contractors, subcontractors, laborers and
materialmen of such affidavits, endorsements and releases as Lender deems necessary.
4.5.6. Lender shall have received a waiver and release of liens from the
Contractor, acknowledging receipt of payment for prior construction work performed and paid out
of prior Loan disbursements and other sources of funding. Unless waived by Lender, Borrower
shall also deliver to Lender waivers and r eleases of liens from all first- tier subcontractors and
suppliers that have furnished labor, material, or services included in all previous Payment
Requests. In addition, if any mechanic’s liens have been filed, Borr ower shall have given notice
and copies of such liens to Lender.
4.5.7. If Borrower requests payment for any changes to the approved Plans and
Specifications (the “Change Order”), the Change Order shall have been approved: (i) prior to
Seventy-Five Percent (75%) Completion, by the Senior Lender before any disbursement of Loan
proceeds; and (ii) after Seventy-Five Percent (75%) Completion, approved by both Lender and the
Senior Lender before any disbursement of Loan proceeds. If Borrower requests payment of soft or
other costs from other Project contingencies or line item savings (“Other Contingency Use”), the
request must be approved by Lender after Seventy-Five Percent (75%) Completion. If requested
by Lender, Borrower shall furnish all necessary Change Order and Other Contingency Use
documentation. Notwithstanding the foregoing, Lender reserves the right to review and approve
the scope and cost of any Change Order and Other Contingenc y Use, regardless of when the
Change Order and Other Contingency Use, as applicable, was incurred and regardless of whether
the Change Order and Other Contingency Use, as applicable, is to be funded with Loan proceeds
or other sources. Lender also reserves the right to withhold disbursement of Loan proceeds if
Lender determines, in its sole discretion, that the Project cannot be completed in accordance with
the approved Plans and Specifications with the undisbursed portion of the Loan and other
construction sources of funds.
4.5.8. If requested by Lender, Borrower shall provide executed subcontracts or
any other supplemental documents deemed necessary to verify the Payment Request.
4.5.9. Unless waived by Lender, a date-down to its t itle policy at the time of
disbursement, ensuring the continued priority of the Deed of Trust and the absence of any
encumbrances not otherwise constituting a Permitted Encumbrance (as such term is defined in the
Deed of Trust) or permitted under the terms of this Agreement, together with such endorsement
Lender may reasonably require.

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KH 542765.14
4.5.10. If requested by Lender, Borrower shall provide updates on its eff orts to
comply with applicable Federal and local hiring and contracting requirements.
4.5.11. No Event of Default, nor any event or state of facts , which with notice
or passage of time or both would constitute an Event of Default, s hall then exist under the Loan
Documents.
4.6. Retainage
4.6.1. Borrower is required to comply with the general retainage requirements
required by the Senior Lender and the Construction Contract.
4.6.2. The Lender Retainage shall be released in the final disbursement of Loan
proceeds upon satisfaction of the conditions specified in Section 4.7.
4.6.3. Notwithstanding the foregoing, Lender, in its sole discretion, may reduce
the original Lender Retainage amount by fifty percent (50%) only after the Fifty Percent (50%)
Completion Meeting has been conducted to Lender’s satisfaction and any outstanding compliance
concerns have been addressed to Lender’s satisfaction.
4.6.4. Lender’s disbursement of the Lender Retainage is subject in all respects
to the requirements set forth in Sections 4.7 and 4.8.
4.7. Additional Conditions for Final Disbursement . In addition to all other
conditions set forth in this Section 4, Lender’s obligation to make the final disbursement of the
Loan proceeds, including release of the Lender Retainage, shall be subject to Lender’s receipt of
the following:
4.7.1. Confirmation that the following matters have been addressed to the
satisfaction of the Lender’s Office of Program Monitoring (“OPM”):
(1) All certified payrolls required by Davis -Bacon and the Related Acts have
been submitted to Lender, and all subcontracts demonstrate compliance
without any unresolved wage variances or restitution.
(2) Final accessibility inspections for accessible units and common spaces have
been conducted by OPM.
(3) All required Section 3 reports have been submitted and approved by OPM.
(4) There are no outstanding crosscutting compliance violations for District
external agencies such as First Source, apprenticeship, minimum wage and
Certified Business Enterprises.
4.7.2. Updated Form 202, including comparison to the Project Budget as of the
Closing Date . If requested by L ender, satisfactory Change Order and Other Contingency Use
documentation must also be submitted.

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KH 542765.14
4.7.3. Draft third party cost certifications for the Project from Borrower and
Contractor.
4.7.4. Completion of a final, in -person site visit by Lender’s inspector to
confirm all work was completed in accordance with approved P lans and Specifications. Final
approval of the Project in accordance with the Plans and Specifications, as built, is required.
4.7.5. A completed and notarized Contractor’s Certificate and Release Form
from Borrower.
4.7.6. Final waivers and releases of liens from the Contractor and first -tier
subcontractors and suppliers that have furnished labor, material, or services to Project. Conditional
lien releases are acceptable in cases where pending payments will be made upon release of the
Lender Retainage.
4.7.7. The issuance of a final or temporary certificate of occupancy for the
intended, funded use of the Project.
4.7.8. Architect’s Certificate of Substantial Completion (AIA G -704) with
corresponding punch-lists.
4.7.9. A letter of satisfaction from the Architect and Borrower for satisfactory
completion of the Project (the “Satisfaction Letter”). The Satisfaction Letter shall affirm that the
punch-list items associated with the AIA G-704 have been satisfied, or adequate funds reasonably
necessary to pay the costs of completion of remaining punch- list items, if any, as determined by
the Senior Lender, shall have been escrowed in accordance with the Senior Lender’s requirements.
In addition, the Satisfaction Letter shall con firm that certified warranties and related documents
required by the Construction Contract have been provided by the Contractor.
4.7.10. Copies of all permit trade inspection sign -off approvals, including, but
not limited to, electrical, plumbing, mechanical, structural and fire safety.
4.7.11. Documentation that the Project has been registered on the Housing
Locator Website (as such term is defined in the Affordable Housing Covenant).
4.7.12. Enterprise Green Communities Step 2 Certification or comparable
documentation acceptable to Lender.
4.7.13. Receipt of the final as -built Plans and Specifications certified by the
Architect and engineer of record.
4.7.14. Receipt of an as -built survey acceptable to Lender, unless waived by
Lender.
4.7.15. Copies of such additional permits and licenses for operation of the
Project, including, but not limited to, the business license for Borrower and its management
company, as may be necessary or required by an Authority.

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KH 542765.14
4.7.16. Performance of all other obligations of Borrower under the Loan
Documents.
4.7.17. Confirmation that the Project is currently complying or has complied
with applicable initial lease-up income certification and tenant eligibility requirements set forth by
Lender’s Portfolio and Asset Management Division.
4.8. Final Adjustment to Loan After Closing
4.8.1. Lender and Borrower acknowledge and agree that Lender is making the
Loan to provide gap financing to ensure the completion of the Project and, therefore, at Lender’s
discretion the Loan may be reduced, or Lender may require repayment of the Loan, as follows:
(1) On a dollar ($1.00) for dollar ($1.00) basis for funds that were used for a
temporary purpose to the extent that such funds are or will be subsequently
returned to Borrower (the “Returned Funds”). Such funds include but are
not limited to : refunded deposits, financing fees required by District
agencies, lenders, or other parties.
(2) On a fifty cents ($0.50) for every dollar ($1.00) basis for any other net
reduction in total costs shown in the Project Budget due to unspent
contingency funds, unspent short-term reserves or other budget savings (the
“Cost Savings ”), unless the Cost Savings are utilized to cover an
unanticipated decrease in other Project sources as reflected in an amended
Project Budget. The remaining fifty percent (50%) of Cost Savings shall be
applied in accordance with the Senior Loan Documents or the terms of the
Borrower’s governing documents, as applicable.
(3) On a fifty cents ($0.50) for every dollar ($1.00) basis for any increase in
funding that is committed to the Project after the Closing Date over and
above the funding sources shown in the final Project Budget, unless the
increase in funding is obtained from a non- Lender source to cover an
unanticipated increase in the costs of the Project or a decrease in other
sources available for the Project as reflected in an amended Project Budget
(the “Increased Sources”). The remaining fifty percent (50%) of the
Increased Sources shall be applied in accordance with the Senior Loan
Documents or the terms of the Borrower’s governing documents, as
applicable.
(4) Borrower shall calculate any Returned Funds, Cost Savings, and Increased
Sources (collectively, “Excess Proceeds”) and notify Lender of the
anticipated loan reduction amount (the “Draft Loan Reduction
Calculation”) prior to requesting its final disbursement from Lender by
submitting a draft Loan Reduction Certificate. If the Draft Loan Reduction
Calculation is less than the remaining Lender Retainage, Lender reserves
the right to withhold disbursing an equal portion of the remaining Lender
Retainage, unless Borrower can demonstrate that doing so would result in

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KH 542765.14
a construction/stabilization period funding gap for the Project. If the Draft
Loan Reduction Calculation exceeds the remaining Lender Retainage,
Lender reserves the right to withhold disbursing all of its remaining Loan
proceeds, including the remaining Lender Retainage, unless Borrower can
demonstrate that doing so would result in a construction/stabilization
period funding gap for the Project.
(5) Borrower shall update the Draft Loan Reduction Calculation by submitting
a revised Loan Reduction Certificate (the “Final Loan Reduction
Calculation”) at least forty -five (45) days prior to the closing of the
permanent financing or conversion of the Senior Loan to permanent
financing (the “Permanent Loan Closing Date”).
4.8.2. If the Final Loan Reduction Calculation pursuant to this section exceeds
the remaining Lender Retainage, or if the full amount of Lender Retainage has previously been
released, the net amount of Excess Proceeds due to Lender to reduce the Loan shall be paid on the
Permanent Loan Closing Date and the final executed Loan Reduction Certificate shall be submitted
to Lender

4.8.3. Notwithstanding the foregoing, any loan reduction under this section that
is made after Loan Closing but prior to full disbursement of the Loan proceeds shall be subject to
the consent and approval of the Senior Lender, and other financing parties, as applicable.

4.9. Insufficiency of Loan Proceeds. If at any time during the term of this Agreement,
Lender determines that the remaining undisbursed Loan proceeds are insufficient for any reason
to complete the Project substantially in accordance with the Plans and Specifications, Borrower
shall, within ten ( 10) days after receipt of Notice thereof (including a statement of the basis for
such insufficiency) from Lender, deposit with Lender or its designee such sums of money in cash
(from sources other than the Loan) as reasonably are required to eliminate the insufficiency. Any
amount so deposited by Borrower shall stand as additional security for Borrower’s obligations
under this Agreement, and may be disbursed at Lender’s option before any further Loan
disbursements are made hereunder.
4.10. Authorized Disbursements . Notwithstanding any other term of this Section 4 ,
Borrower hereby irrevocably authorizes Lender, at Lender’s option to make disbursements of Loan
proceeds (i ) jointly to Borrower, Borrower’s construction manager and to any contractor or
materialmen furnishing labor, services or materials in the construction of the Project for any
amounts due them in connection therewith, or (ii) directly to Lender for interest, fees and any other
amounts required to be paid to Lender under the Note or the other Loan Documents. No further
authorization from Borrower shall be necessary for Lender to make such direct disbursements, and
all such disbursements shall satisfy pro tanto Lender’s obligation hereunder and shall be secured
by the Deed of Trust.
4.11. Disbursements Not a Waiver. No disbursement of any Loan proceeds by Lender
shall constitute a waiver of any of the conditions for disbursement contained in this Agreement, or
an obligation of Lender to make further disbursements. If Borrower is unable to satisfy any such

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KH 542765.14
condition, no such disbursement shall have the effect of precluding Lender from thereafter
declaring that inability to be an Event of Default.
4.12. Stored Materials . No disbursements will be made for materials that are not
physically incorporated into the Project, other than for materials actually delivered to the Project
site or off -site, and stored in a place, secured and insured against theft, vandalism and other
damage, all in a manner satisfactory to Lender.
4.13. No Escrow. Any and all Loan proceeds disbursed to Borrower in accordance with
this Agreement mus t be placed in a non- interest bearing account and must be expended in
accordance with Section 4. In no event shall Borrower escrow the Loan proceeds.
Section 5. Representations and Warranties. Borrower represents and warrants to Lender as
of the date hereof, and shall be deemed to represent and warrant as of the date it submits any
disbursement request to Lender hereunder, that:
5.1. Status. Borrower is a Person in good standing under the law s of the District of
Columbia. All representations and warranties made by Borrower in the other Loan Documents are
true, complete and correct when made.
5.2. Authority. Borrower has the power and authority to enter into and execute and
deliver this Agreement and each other Loan Document executed and delivered by it, and to incur
and perform the obligations provided for herein and therein (including borrowing and guaranteeing
the Loan, as applicable), all of which have been duly authorized by all proper and necessary action
and all material governmental licenses, authorizations, consents and approvals required. No
consent or approval of any other Person or Authority is required as a condition to the validity or
enforceability of this Agreement or any of such other Loan Documents, or if required it has been
obtained.
5.3. No Conflicting Agreements. There is (a) no provision of any existing mortgage,
pledge, lien, security interest, charge, encumbrance, contract or agreement binding on Borrower
or affecting its property nor any judgment, decree, or order of court binding on Borrower, and
(b) to the best knowledge of Borrower, no law, statute, rule or regulation binding on Borrower or
affecting any of its property, which would conflict with or in any way prevent the execution,
delivery or performance of the terms of this Agreement or of any other Loan Document executed
and delivered by Borrower, or which would be in default or violated as a result of that execution,
delivery or performance.
5.4. Litigation. T here is no litigation, proceeding or investigation, pending or
threatened in writing , which may result in any material and adverse change in the financial
condition, assets, liabilities, business or prospects of Borrower, and Borrower does not know of
any basis for any such litigation, proceeding or investigation.
5.5. Financial Information. All financial information heretofore furnished to Lender
concerning Borrower is complete and correct in all material respects, and fairly presents
Borrower’s financial position as of the date thereof. There are no liabilities, direct or indirect, fixed
or contingent, of which Borrower is aware except as reflected therein. There has been no material
adverse change in Borrower’s financial condition or operations since the dates of those financial

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KH 542765.14
information (and to Borrower’s knowledge, no such material adverse change is pending or
threatened), and Borrower has not guaranteed the obligations of, or made any investment in or
advances to, any Person except as disclosed in such information. Borrower has good and
marketable title to all of its properties and assets securing the Loan, free and clear of encumbrances
(other than Permitted Encumbrances (as defined in the Deed of Trust) and as otherwise permitted
by Lender), except as reflected in that information.
5.6. Receivership. There are no actions or proceedings pending or threatened against
Borrower, to the best of Borrower’s actual knowledge, to liquidate or reorganize it or place it into
receivership.
5.7. Tax Returns. Borrower has filed or caused to be filed all (if any) required Federal,
state and local tax returns, and paid all taxes shown on the returns as such taxes have become due.
No claims have been assessed and are unpaid with respect to such taxes, except as shown in the
financial information referred to above.
5.8. Liens on Property. There exists no mortgage, pledge, lien, security interest, charge
or other encumbrances (except as permitted by Lender) on or with respect to the Property.
5.9. Utilities. All utility services necessary for the construction and operation of the
Project for its intended purposes are or will be available at the boundaries of the Property, including
water supply of sufficient quantity and pressure, storm and sanitary sewer facilities of adequate
capacities, gas, electric and telephone facilities. Borrower has procured, or hereby agree to use its
best efforts to procure, from the District of Columbia, and other authorities and corporations,
connection and discharge arrangements for the supply of water, gas, electricity and other utilities
and sewage and industrial waste disposal for the operation of the Project.
5.10. Roads. All roads necessary for the full use of the Project for its intended purposes
have either been completed or the necessary rights of way therefor have either been acquired by
Borrower or the appropriate Authority or have been dedicated to public use and accepted by such
Authority or will be so acquired or dedicated within a period of time satisfactory to Lender, and
all necessary steps have been taken by Borrower and such Authority to assure the complete
construction and installation thereof in accordance with law and all applicable governmental
requirements.
5.11. Zoning and Land Use The Project, and the use of the Project for its intended use,
will not violate any zoning or other ordinance, regulation or law, restrictive covenant or agreement
of Borrower (either now in existence or known by Borrower to be proposed) applicable to the
Property, the Project or its use, and all requirements for such use have been satisfied. Borrower
shall not initiate, join in, or consent to any change in any restrictive covenant, easement, zoning
ordinance or other public or private restriction limiting or defining the uses which may be made
of the Property, the Project or any part thereof.
5.12. Cost Breakdown. The cost breakdown (in trade breakdown form) for the Project
supplied to Lender is complete and accurate as of the date hereof, based on all information now
available to Borrower, and Borrower has no knowledge of any material change in the amount
shown thereon which is likely to occur.

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KH 542765.14
5.13. OFAC List. Borrower, and to the best of Borrower’s knowledge after having made
diligent inquiry, and all persons or entities owning an interest in Borrower (i ) are not currently
identified on the United States Office of Foreign Assets Control (“ OFAC”) List, and (ii) are not
persons or entities with whom a citizen of the United States is prohibited to engage in transactions
by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or
Executive Order of the President of the United States. The OFAC List currently is accessible
through the internet website http://www.treas.gov/offices/eotffe/ofac/sdn/t11sdn.pdf.
Section 6. Covenants. Borrower covenants and agrees that, as long as any part of the Loan
remains unpaid, Borrower will:
6.1. Construction of Project. Cause the Project to be completed substantially in
accordance with the final Plans and Specifications on or before the Completion Date, free and clear
of all liens other than the Deed of Trust and the Permitted Encumbrances (as such term is defined
in the Deed of Trust) . Borrower shall not permit any material changes in the Plans and
Specifications without the prior written consent of Lender and all authorities to whom such Plans
and Specifications are required to be submitted.
6.2. Insurance. At all times during the term of this Agreement, Borrower will maintain
at its sole cost and expense, for the mutual benefit of Borrower and Lender, all of the insurance
specified in Exhibit H, and will not permit any condition to exist on the Property that would
invalidate any part of any insurance coverage required under this Agreement.
6.3. Accounting/Audit Requirements . Maintain complete and accurate records and
documentation of all costs incurred under the Loan in accordance with the instructions of Lender
and organized in a manner that identifies cost categories in the itemized budget.
6.4. Inspection. Permit Lender, its agents and Lender’s inspect or to enter on the
Property at all reasonable times and as often as may be reasonably requested, to inspect the Project
and all materials to be used in connection with the construction thereof, and to examine all detailed
plans and drawings which are or may be kept at the construction site and access to the books,
records and such other documents of Borrower as Lender shall reasonably require to inspect, audit
and examine the same and to make extracts therefrom and to make copies thereof . Furthermore,
throughout the Loan Term, Borrower must be prepared for and facilitate monitoring by Lender in
compliance with Federal and District requirements, including, but not limited to, the following:
creating, storing and maintaining all Project records in accordance with Lender’s requirements;
permitting desk monitoring, site visits, and audits; and permitting all inspections of the Project
records as Lender deems necessary to ensure the upkeep and operation of the Project in compliance
with District and Federal laws.
6.5. Maintenance and Repair. Keep and maintain the Project and each part thereof in
good condition, working order and repair, make all necessary or appropriate repairs, replacements
and renewals thereto so that each part thereof is at all times in good condition, fit and proper for
the respective purposes for which it was originally intended, erected, or installed, and to ensure
that the security for the Loan is not impaired, and make all necessary or appropriate deposits to a
replacement reserve for the Project.

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KH 542765.14
6.6. Obstructions. Use its reasonable efforts to keep and maintain all parts of the
Project and the sidewalks, curbs and passageways adjoining it in a clean and orderly condition,
free of dirt, rubbish, snow, ice and unlawful obstructions.
6.7. Permits, Licenses. Procure or cause to be procured, any and all necessary permits,
certificates, licenses or other authorizations required for use of the Project as rental housing, and
comply with all conditions and requirements necessary to preserve and extend all rights, licenses,
permits, privileges, franchises and concessions now or hereafter applicable to the Project.
6.8. Structural Injury, Nuisance, Waste and Other Prohibited Uses . Not use or
occupy the Project or permit it to be used or occupied in any manner which would cause structural
injury to the Project, cause the value or the usefulness of the Project or any part thereof to diminish
(ordinary wear and tear excepted), or constitute a public or private nuisance, or waste.
6.9. Compliance with Laws. Not use or occupy the Project or knowingly permit it to
be used or occupied contrary to any uniformly applicable laws affecting the Project and the
occupancy, operation or use thereof, whether or not any such laws which may be hereafter enacted
involve a change of policy by the Authority enacting them.
6.10. Reporting.
6.10.1. Audited Financial Statements. Within one-hundred twenty (120) days
after the end of each Fiscal Year, the audited balance sheet of Borrower for such year, and the
related audited statements of income, retained earnings and cash flows for such year, each setting
forth in comparative form the figures for the previous Fiscal Year, in reasonable detail and all
prepared in accordance with generally accepted accounting principles , consistently applied,
applicable O ffice of Management and Budget guidelines, and any other applicable F ederal or
District audit requirements , without qualification, by an independent certified public accountant
acceptable to Lender.
6.10.2. Supplemental Annual Submission. Together with the audited financial
statement, Borrower shall submit the following information for the Project:
(1) Evidence of commercial property insurance with Lender listed as an
additional insured;
(2) Evidence of liability property insurance with Lender listed as an additional
insured;
(3) Copy of reserve account statements, if applicable;
(4) Evidence of payment of real estate property taxes;
(5) Copy of current business license;
(6) Project operating statements;
(7) Annual Owner Certification; and

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(8) Net Cash Flow Calculation Worksheet.
6.10.3. Tax Returns. Within thirty (30) days of the applicable required annual
filing date, including any standard extensions for which Borrower may have validly filed and
copies of which are provided to Lender, complete copies of all Federal and state tax or information
returns of Borrower (including form K -1s and all schedules), certified as true and correct by the
principal financial or accounting officer of Borrower.
6.10.4. Internal Financial Statements . Upon thirty (30) days’ prior written
request from Lender, Borrower’s internal consolidated financial statements for the preceding
financial quarter prepared by Borrower and certified by Borrower’s principal financial or
accounting officer, including a statement of activities, a statement of financial position, a statement
of cash flow, a break -down of gross lease revenues, and during construction, a reconciliation of
expenditures paid with Loan proceeds.
6.10.5. Affordable Housing. Upon thirty (30) days’ prior written request from
Lender, (i) any information about the leasing and occupancy of the Affordable Units, including a
rent roll for the Project, summarizing the terms of all residential leases and the Household incomes
of the tenants, as of the end of December of the prior year shall be provided to the Lender no later
than March 1 of each year, or more frequently as reasonably determined by Lender; and (ii ) any
other information that may be required to meet District and/or Federal reporting requirements,
including but not limited to, information on household size, age, income, sex, and race or ethnicity
of all occupants who reside in Affordable Units.
6.10.6. Additional Financial Information. Upon thirty (30) days’ prior written
request from Lender, any additional information necessary to evaluate the financial position of the
Project, as reasonably determined by Lender.
6.10.7. Ongoing Project Updates . Upon five (5) days’ prior written request
from Lender, provide Lender with regular Project updates.
6.11. Records and Retention . Keep and maintain at all times complete and accurate
books of account and records (including copies of supporting bills and invoices) adequate to reflect
correctly the operation of the Project or the Property and the use of the Loan proceeds and copies
of all written contracts, leases, and other instruments which affect the Project or the Property. Keep
records for a period of five (5) years from the date that such records are generated. If any litigation,
claim or audit has begun before the expiration of the 5-year retention period, the records shall be
retained no less than five (5) years after all litigation, claims, audits or monitoring findings
involving the records have been resolved and final action taken.
6.12. Payment of Obligations. Pay and discharge at or before maturity all its material
obligations and liabilities, including tax liabilities, the expenses of the Project, and claims for labor,
materials, and supplies that, if unpaid, might become liens on the property of Borrower, except
those being contested in good faith by appropriate proceedings.
6.13. Notices. Promptly give Notice to Lender of (i) all litigation affecting Borrower, the
Property, or any portion of the Project, and (ii) all complaints and charges made by any Authority

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having jurisdiction over the Project which may materially delay or require material changes in the
construction of the Project or otherwise impair the security of Lender.
6.14. Further Assurances. On request by Lender, do any act or execute any additional
documents (including security agreements and financing statements on any personalty owned by
Borrower and included or to be included in the Project) reasonably required by Lender to confirm
the lien and security interest of the Deed of Trust, or any other collateral document.
6.15. Fees of Lender’s Agents. Pay Attorneys’ Fees and Costs and the reasonable fees
of Lender’s agents, if any, in connection with the Project or the Loan.
6.16. Performance of Other Agreements . Jointly and severally, duly and timely
perform and observe all covenants, agreements and conditions on its part to be performed or
observed in all material respects.
6.17. Acknowledgement of Lender Financing.
(a) Allow Lender to, or as reasonably approved by Lender, place suitable signage
indicating that the Project is being developed with financial assistance provided by Lender in such
manner as Lender may elect. Any such sign shall be provided at the expense of Lender; provided,
however, that if Lender provides a sign to Borrower, then Borrower agrees to provide a prominent
and suitable location of the display of the sign and to maintain the display of such sign for the
duration of development or until the Loan has been fully satisfied, whichever event shall occur
first.
(b) Ensure that all written or printed materials distributed or posted by Borrower, which
publicize the Project, shall include information that the Project is being funded, partially or fully,
through Lender. Further, announcement of all events that publicize the Project shall acknowledge
funding by Lender. This may include, but is not limited to, social media, newspaper
announcements or advertisements, flyers, postings, any radio and television announcements.
6.18. Property Management. At all times during the term of this Agreement, Borrower
shall enter into a management contract with a District licensed professional management company
for the Project , cancelab le on sixty ( 60) days’ notice, and otherwise in form and substance
satisfactory to Lender in its reasonable judgment. Borrower shall notify Lender at least sixty (60)
days in advance of any change in management and shall provide Lender with a copy of the
proposed management agreement for Lender’s review and approval prior to Borrower’s execution
thereof. Such approval shall not be unreasonably withheld, conditioned or delayed. The proposed
successor manager shall be a management company, in good standing with the District of
Columbia, and experienced in managing properties of a similar type and size as the Project. The
proposed successor manager shall deliver all organizational documents and other documents, upon
the request of Lender, regarding the manager’s suitability to manage the Project. Any successor
management contract entered into by Borrower shall be approved by Lender, such approval shall
not be unreasonably withheld, conditioned or delayed and shall provide that it shall be subject to
termination, without penalty, upon written request by Lender, addressed to Borrower if the
property manager fails, after being provided funds therefore from Borrower, to take action to cure
any material default under the property management contract within sixty (60) days’ notice thereof

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KH 542765.14
by Lender with a copy to Borrower. In the event of an emergency situation, the sixty (60) day
notice period shall be shortened, at Lender’s reasonable discretion. Upon receipt of a request to
terminate the manager, Borrower shall terminate the management contract no later than sixty (60)
days from the date of the notice, provided that (i ) Lender has approved of a new manager and
management contract, (ii) the change will not result in the Project being without a manager for any
period of time, and (iii) Borrower has received the prior written consent of the Senior Lender.
6.19. Affordability Covenants.
(a) Comply in all respects with the Affordable Housing Covenant and rent and
maintain the Affordable Units in accordance with the Affordable Housing Covenant.
(b) Maintain accurate records of the tenant household incomes and rent levels each
time that an Affordable Unit is rented, and rent rolls updated on a monthly basis, and available for
inspection by Lender within ten (10) days of Lender’s request therefore.
(c) Register any available Affordable Unit with the Housing Locator website
established pursuant to the Affordable Housing Clearinghouse Directory Act of 2008, D.C. Law
17-215, D.C. Official Code § 42- 2131 et seq. and shall actively seek to market vacant units to
households referred by the District of Columbia Housing Authority as required in the Program
Requirements. As of the date of this Agreement, the Housing Locator website is
www.DCHousingSearch.org.
6.20. Hazardous Materials Indemnity.
(a) Comply with all governmental requirements applicable to Hazardous Materials
(including lead paint) and other environmental, health, fire and safety laws or regulations,
including, but not limited to , the Occupational Health and Safety Act and Americans With
Disabilities Act;
(b) Notify Lender of any notice received by Borrower of any leak, spill or other release
of Hazardous Materials or of any violation of any environmental, health, fire or safety laws or
regulations with respect to the Project or the Property in which event Lender shall be allowed a
right of entry (including the right to conduct tests and take samples from the Project or the
Property) and may, but shall not be required to, remediate the problem if Borrower does not
promptly initiate and diligently pursue such remediation;
(c) If unlawful Hazardous Materials are determined to be located at the Project or on
the Property or another environmental, health, fire or safety law or regulation has been violated
and such violation has been caused by Borrower or its agents, provide Lender with a bond or letter
of credit, or similar financial assurance, satisfactory to Lender, in an amount sufficient to cover
the cost of any clean up or of remediation of the violation, as the case may be; and
(d) Indemnify and forever hold Lender harmless from any loss, claim, damage or
liability arising out of, or in connection with, the unlawful presence at the Project or on the Property
of, or contamination by, any Hazardous Materials or the violation of environmental, health, fire or
safety laws or regulations if such loss, claim, damage or liability was caused by Borrower or its
agents and has occurred since Borrower took title to the Property; provided, however, Borrower

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KH 542765.14
shall have no liability to the extent any loss arises as a result of the gross negligence or willful
misconduct of Lender. This indemnification shall survive repayment of the Loan.
(e) Further, Borrower shall pay Lender, upon demand, for all costs reasonably incurred
by Lender in connection with inspecting the Project or the Property with respect to Hazardous
Materials, which Lender may do at any time and from time to time, and/or in connection with
reviewing any Hazardous Material, environmental, health, fire or related safety reports, including
Attorneys’ Fees and Costs, engineering fees and other fees and expenses if such costs are incurred
as a result of actions caused by Borrower or its agents after the date Borrower takes title to the
Property.
Section 7. Default; Remedies.
7.1. Defaults. An “Event of Default” shall be deemed to have occurred under this
Agreement on the occurrence of any one or more of the following events:
7.1.1. Any representation or warranty made herein or any statement or
representation made in any certificate, report or opinion (including legal opinions), financial
statement or other instrument furnished in connection with this Agreement (including requests),
any application materials for the Loan, or any of the other Loan Documents, proves to have been
incorrect in any material respect when made; or
7.1.2. Borrower fails to pay, within ten ( 10) days after the date on which it is
due and payable (a) the principal of, premium, if any, or interest or any other charges or sums on
or under the Note (whether on maturity, on any installment date, after acceleration, after notice of
prepayment, or otherwise), or (b) any other payment required by this Agreement or any of the
other Loan Documents to be paid by Borrower, including, but not limited to, any payments due to
Lender in accordance with the Final Loan Reduction Calculation; or
7.1.3. Borrower fails to duly and promptly perform, comply with or observe
any of the terms, covenants, conditions or agreements contained herein or in the Program
Requirements, other than pertaining to insurance requirements herein for which there shall be no
such cure period, which default remains unremedied for thirty (30) days (or such other cure period
as may be specified herein) after Notice to the non -performing entity thereof, except that if the
default is such that it cannot be corrected within thirty (30) days (or any other cure period specified
herein), it shall not be an Event of Default if, in the opinion of Lender reasonably exercised, the
non-performing entity is taking appropriate corrective action to cure the default and the default
will not, in Lender’s sole judgment, impair the security for the Loan; or
7.1.4. An Act of Bankruptcy occurs with respect to Borrower or any other
guarantor of the Loan; or Borrower becomes generally unable to pay its debts as they become due;
or
7.1.5. An Event of Default occurs under any other Loan Document; or
7.1.6. Any mechanic’s lien is established against the Project and not discharged
or bonded against by Borrower within thirty (30) days after it receives notice of the establishment
thereof; or

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KH 542765.14
7.1.7. Borrower fails to comply with any requirement of any Authority having
jurisdiction within thirty ( 30) days after the Authority gives it written notice of the requirement;
or if any proceeding is begun or action taken to enforce any remedy for a violation of any
requirement of the Authority or any restrictive covenant affecting the Property.
7.2. Remedies of Lender on Event of Default. Whenever any Event of Default referred
to in subsection 7.1 has occurred, Lender may refuse to disburse any amounts hereunder, accelerate
the payments due on the Note and declare all other of Borrower’s obligations to be immediately
due and payable, bring suit on the Note, and take such other actions against Borrower as Lender
may deem to be appropriate, as permitted by law. In addition, Lender, in its sole discretion, may
take any one or more of the following remedial steps:
7.2.1. Acceleration. Declare the unpaid principal of the Note and all interest
accrued thereon, together with all other moneys payable hereunder, to be immediately due and
payable, by notice in writing to that effect delivered to Borrower, and on such declaration, all such
moneys shall become immediately due and payable, without protest, presentment, further notice
or demand, all of which are expressly waived by Borrower, at the place of payment provided in
such notice, anything in this Agreement or in the Note to the contrary notwithstanding.
7.2.2. Legal Action. By mandamus or other suit, action or proceeding at law
or in equity, enforce all rights of Lender, and require Borrower to carry out any agreement with or
for the benefit of Lender, and to perform its duties under this Agreement, the Deed of Trust, and
the other Loan Documents; and/or
(1) Bring suit on the Note; and/or
(2) By action or suit in equity enjoin any acts or things which may be unlawful
or in violation of the rights of Lender; and/or
(3) Take whatever action at law or in equity appears necessary or desirable to
collect the payments and other amounts then due and thereafter to become
due or to enforce performance and observance of any obligation, agreement
or covenant of Borrower or any other Person under this Agreement or any
other Loan Document.
7.2.3. Books and Records . Have access to and inspect, examine and make
copies of the books and records and any and all accounts and similar data of Borrower.
7.2.4. Protection of Property . Without resort to judicial process, take such
steps as it deems appropriate to protect the Project or the Property from depredation or injury,
including employment of watchmen or other protective services, and Borrower shall pay any
expenses incurred by Lender in taking such steps.
7.2.5. Completion of Project. Lender shall have no obligation to disburse any
portion of the undisbursed proceeds of the Loan to Borrower. Lender may enter the Project or the
Property for the purpose of causing Borrower’s obligations hereunder to be fulfilled, and for such
purposes Borrower hereby appoints Lender as its lawful attorney -in-fact, with full power of

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KH 542765.14
delegation and substitution, to act for such purpose in its name, to take any or all of the following
actions:
(1) Continue the Project; and/or
(2) Avail itself and procure performance of all contracts theretofore made by
Borrower; and/or
(3) Modify such contracts, or to enter into new contracts with the same or other
contractors, architects, suppliers or agents; and/or
(4) Pay, settle or compromise any bills, claims or liens incurred in connection
with the completion of the Project; and/or
(5) Prosecute or defend any action or proceeding in connection therewith, to
execute such applications and certificates as may be required by
governmental authority or any agreement by Borrower; and/or
(6) Perform any other act and execute and deliver all documents and
instruments as may be appropriate for such purposes; and/or
(7) Use any funds not yet disbursed hereunder or otherwise allocated or made
available therefor to pay the cost thereof, it being specifically agreed that
this power of attorney is a power coupled with an interest which cannot be
revoked.
Any disbursement of funds for such purposes shall be deemed disbursements pursuant to this
Agreement and evidenced by the Note. In addition, if it is necessary for Lender to disburse any
amounts in order to accomplish such purposes, Borrower shall reimburse Lender for the amount
of such excess, with interest thereon as provided in Section 13, and authorize Lender to apply
funds received from the sale or rental of any portions of the Project to the repayment of such excess
before the same are applied for any other purpose. Any action taken by Lender hereunder may, in
the sole discretion of Lender, be thereafter terminated or changed, and this Agreement or any
action taken hereunder shall in no way be construed as imposing any obligation on Lender to act
or continue to act on the behalf of Borrower or otherwise to complete the Project or fulfill any
obligation of Borrower in connection with the Project.
7.2.6. Possession of Project . Take possession of the Project and have, hold,
manage, lease and operate it on such terms and for such period of time as Lender deems proper;
and collect and receive all rents, income and profits of the Project, with or without taking
possession of the Project, with full power to make from time to time all alterations, renovations,
repairs or replacements thereto as seem proper to Lender, and to apply such rents, income and
profits to the payment of:
(1) The cost of such alterations, renovations, repairs and replacements and
expenses incident to the taking and retaining possession of the Project and
the management and operation thereof and keeping the same properly
insured, and

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KH 542765.14
(2) All taxes and any other encumbrances which may be prior in lien or
payment to the obligations of Borrower hereunder, and
(3) The obligations of Borrower hereunder, together with all costs and
Attorneys’ Fees and Costs, in such order of priority as to any of such items
as Lender in its sole discretion may determine, any law, custom or use to
the contrary notwithstanding.
7.2.7. Repossession of Collateral . Proceed under the District of Columbia
Uniform Commercial Code as to all or any part of the collateral, and in conjunction therewith
exercise all rights, remedies and powers of a secured party under the District of Columbia Uniform
Commercial Code as then in effect in the District of Columbia ( “UCC”), including taking
possession of the collateral pursuant to Section 9-503 of the UCC without resort to judicial process.
If an Event of Default occurs, Borrower shall assemble all of the collateral, and make it available
at the Property. Any notice required by Section 9-504 of the UCC shall be deemed reasonably and
properly given if given in the manner specified for other Notices under this Agreement, at least
fifteen (15) days before any sale or other disposition of the collateral. Disposition of the collateral
shall be deemed commercially reasonable if made pursuant to a public offering advertised at least
twice in a newspaper of general circulation in the community where the collateral is located.
7.2.8. Foreclosure. Declare a default under the Loan Documents and exercise
its rights of foreclosure and other remedies available under the Deed of Trust.
7.3. No Remedy Exclusive; Delays or Omissions; Waiver of Breach. No action taken
pursuant to this Section 7 shall relieve Borrower from its obligations hereunder or under any other
Loan Document, all of which shall survive any such action, and Lender (to the extent provided
above) may take whatever action at law or in equity appears necessary and desirable to collect the
payments and other amounts then due, and thereafter to become due and/or to enforce the
performance and observance of any obligation, agreement or covenant of Borrower hereunder or
of any other Person under any Loan Document.
No remedy herein conferred on or reserved to Lender is intended to be exclusive of
any other available remedy or remedies, but each such remedy shall be cumulative and shall be in
addition to each other remedy given under this Agreement or the other Loan Documents or now
or hereafter existing at law or in equity. If any right or remedy granted herein is held to be unlawful,
Lender shall be entitled to each other right and remedy provided in this Agreement and by law or
in equity. No delay or omission in exercising any right or power accruing on any default, omission
or failure of performance hereunder or under the Loan Documents shall impair any such right or
power or be construed to be a waiver thereof, but any such right and power may be exercised from
time to time and as often as is deemed expedient. If any term of this Agreement is breached by
Borrower and is thereafter waived by Lender, that waiver shall be limited to the particular breach
so waived, and shall not be deemed to waive any other breach. No waiver, amendment, release or
modification of this Agreement shall be established by conduct, custom or course of dealing, but
solely by a document signed by Lender. In order to entitle Lender to exercise any remedy reserved
to it in this Section, it shall not be necessary to give any notice, other than any notice be herein
expressly required.

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KH 542765.14
Section 8. Additional Local and Federal Requirements Applicable to Borrower. In
addition to the Program Requirements, Borrower shall f ully comply with the following F ederal
and District requirements as they may be applicable to Borrower , the Project or the Property ,
including implementation of such requirements through handbooks, guides and notices , and all
future updates, changes and amendments thereto applicable to Borrower , the Project or the
Property, as they become effective:
(a) Compliance with Equal Opportunity Obligations in Contracts (Affirmative Action
Plan) – Mayor’s Order 1985-85;
(b) Certified Business Enterprise Requirements – D.C. Official Code § 2- 218.46 et
seq.;
(c) D.C. Human Rights Act of 1977 – D.C. Official Code § 2-1401.1 et seq.;
(d) Fair Criminal Record Screening for Housing Act of 2016 – D.C. Official Code
§ 42-3541.01 et seq.;
(e) First Source Program – D.C. Official Code § 2-219.01 et seq.;
(f) Freedom of Information Act – D.C. Official Code § 2-531 et seq.;
(g) Inclusionary Zoning Implementation Act of 2006 – D.C. Official Code § 6-1041.01
et seq.;
(h) Relocation Assistance – 10B DCMR Chapter 22;
(i) Rental Housing Act of 1985 – D.C. Official Code § 42-3501.01 et seq.;
(j) Rental Housing Conversion and Sale Act of 1980 – D.C. Official Code § 42-
3401.01 et seq.;
(k) Sections 9a and 9b of Historic Landmark and Historic District Protection Act of
1978, as amended – D.C. Official Code § 6-1101 et seq.;
(l) Age Discrimination Act of 1975 – 42 U.S.C. § 6101 et seq. , including, but not
limited to, implementing regulations at 24 CFR Part 146;
(m) Americans with Disabilities Act of 1990 – 42 U.S.C. § 12101 et seq.;
(n) Broadband Infrastructure in HUD -Funded New Construction & Substantial
Rehabilitation – 24 CFR § 891.
(o) Civil Rights Act of 1964 – 42 U.S.C. § 2000d et seq.;
(p) Conflict of Interest – 24 CFR § 570.611;
(q) Davis-Bacon and Related Acts – 40 U.S.C. § 3141 et seq. and 42 U.S.C. § 5310:
40 U.S.C. § 3701 et seq.; 29 CFR Parts 1, 3, and 5;

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KH 542765.14
(i) The Federal statutory and regulatory requirements of the Davis -Bacon Act
(40 U.S.C. § 3141 et seq.) and the Contract Work Hours and Safety Standards Act (40
U.S.C. § 3701 et seq.) shall survive the term of the Loan. The Davis-Bacon Act requires
the payment of prevailing wage rates to all laborers and mechanics on Federal government
and District of Columbia construction contracts in excess of $2,000. The Davis-Bacon Act
labor standards also apply to the “ Related Acts,” under which construction projects are
assisted through F ederal funded grants, loans, loan guarantees, and insurance. Each
contract subject to Davis-Bacon labor standards requirements must contain in full the labor
standards clauses set forth in 29 CFR § 5.5(a) relating to minimum wages, apprentices and
trainees, withholding, payrolls and basic records, and liabilities and penalties for violations.
The mandatory Davis -Bacon contract provisions , the Federal Labor Standards Contract
Addendum (HUD Form 4010), are attached hereto as Exhibit D and incorporated herein.
The wage determination applicable to this Project is attached hereto as Exhibit E and
incorporated herein. The mandatory Davis -Bacon labor provisions set forth in Exhibit D
and the wage decision set forth in Exhibit E must be incorporated in the Construction
Contract and each subcontract at any tier.
(a) Each weekly payroll statement required under 29 CFR § 3.3 shall be
delivered by the contractor or subcontractor, within seven (7) days after the regular
payment date of the payroll period, to the Office of Program Monitoring at District
of Columbia Department of Housing and Community Development, 1800 Martin
Luther King, Jr., Ave., SE, Washington, DC 20020. (29 CFR § 3.4).
(b) Each payroll submitted shall be accompanied by a “ Statement of
Compliance,” signed by the contractor or s ubcontractor or his or her agent who
pays or supervises the payment of the persons employe d under the contract. (29
CFR § 5.5(a)(3)(ii)(B)). Upon the request of Lender, Borrower shall provide or
shall cause its c ontractor or subcontractor to provide for Lender’s review, any
contract or subcontract upon which a certified payroll is based;
(r) Equal Credit Opportunity Act – 15 U.S.C. § 1691 et seq.;
(s) Lead Safe Housing Rule (Lead Based Paint) – 24 CFR Part 35;
(t) Governmentwide Requirements for Drug- Free Workplace – 41 U.S.C. § 701 et
seq., including, but not limited to, Federal rules and regulations at 24 CFR Part 2429;
(u) Fair Housing Act of 1968 – 42 U.S.C. § 3601 et seq., including, but not limited to,
implementing regulations at 24 CFR Part 100;
(v) Hatch Act – 5 U.S.C. Chapter 15;
(w) National Environmental Policy Act of 1969 – 42 U.S.C. § 4331 et seq., including,
but not limited to, implementing regulations at 24 CFR Part 50 or 58, as applicable;
(x) Nonprocurement, Debarment and Suspension – 2 CFR Part 2424;
(y) Restrictions on Lobbying – 24 CFR Part 87;

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KH 542765.14
(z) Section 3 of the Housing and Urban Development Act of 1968 – 12 U.S.C. § 1701u
et seq., including, but not limited to, implementing regulations at 24 CFR Part 75. In accordance
with Lender’s policy for HPTF loans, during construction of the Project , Borrower shall comply
with and cause its successors, assigns, and agents to comply with 24 CFR Part 75. The Section 3
requirement applies to assistance that exceeds $200,000.00 or where the contract or subcontract
exceeds $1,000,000.00. Borrower shall or shall cause its contractors to include the Section 3
Contract Addendum attached hereto as Exhibit F and incorporated herein in any contracts or
subtracts subject the Section 3 requirements.
(aa) Section 106 of the National Historic Preservation Act of 1966 – 16 U.S.C. § 470 et
seq., including, but not limited to, implementing regulations at 36 CFR Part 800;
(bb) Section 504 of Rehabilitation Act of 1973 – 29 U.S.C. § 794 et seq., including, but
not limited to, implementing regulations at 24 CFR Part 8;
(cc) Uniform Administrative Requirements, Cost Principles, and Audit R equirements
for Federal Awards – 2 CFR Part 200;
(dd) Uniform Relocation Act – 42 U.S.C. Chapter 61; and
(ee) Violence Against Women Act (“VAWA”) - 42 U.S.C. § § 13701–14040. Title VI
of the Violence Against Women Reauthorization Act of 2013, Safe Homes for Victims of
Domestic Violence, Dating Violence, Sexual Assault, and Stalking, expanded the applicability of
the Act to the Low Income Housing Tax Credit program. VAWA protects both child and adult
victims of domestic violence, dating violence, sexual assault, and stalking. All owners and
managers shall comply with the requirements of this Act and shall use the applicable VAWA
forms, including, but not limited to, the HUD-5380 Notice of Occupancy Rights under the
Violence Against Women Act, HUD -5381 Model Emergency Transfer Plan for Victims of
Domestic Violence, Dating Violence, Sexual Assault, or Stalking, HUD -5382 Certification of
Domestic Violence , Dating Violence or Stalking, and Alternate Documentation, HUD -5383
Emergency Transfer Request for Certain Victims of Domestic Violence, Dating Violence, Sexual
Assault, or Stalking and HUD-91067 VAWA Lease Addendum..
1. Duty to Comply with Lender Compliance Certifications. The Borrower acknowledges
that any misrepresentation of information or failure to comply with any agreement contained in its
certifications to comply with federal and District laws and regulations governing fair housing,
equal opportunity, accessibility and affirmative marketing requirements applicable to the Project
shall be deemed an Event of n Default.
Section 9. Conflict Of Interest/ Limit of Liability
9.1.1. Federal and District laws strictly prohibit any person who exercises or
has exercised any functions or responsibilities with respect to Lender-assisted activities or who is
in a position to participate in a decision making process or gain inside information with regard to
such activities from obtaining a financial interest or benefit from a Lender-assisted activity, or
have a financial interest in any contract, subcontract, or agreement with respect to a Lender -
assisted activity. Further, as it relates to the procurement of supplies, equipment, construction and
services, recipients and subrecipients of loan funds from Lender are held to the conflict of interest

5610 Colorado Avenue Cooperative, Inc. Loan Agreement
KH 542765.14
provisions of the Program Requirements. In addition to the general conflict of interest prohibition,
these sections require that fund recipients maintain written standards of conduct governing the
performance of its employees engaged in the award and administration of contracts to address the
prohibition against any real or apparent conflict of interest. Borrower shall submit a copy of its
conflict of interest policies and procedures to Lender within fifteen (15) days of the Closing Date.
9.1.2. No member, official, or employee of Lender shall be personally liable to
Borrower or any successor in interest in the event of any breach of this Agreement by Lender or
for any amount which may become due to Borrower or its successors or assigns on any obligations
under the terms of this Agreement.
Section 10. Notice of Non-Discrimination. In accordance with the D.C. Human Rights Act of
1977, as amended, D.C. Official Code § 2-1401.01 et seq., (the “Human Rights Act”), the District
of Columbia does not discriminate on the basis of actual or perceived: race, color, religion, national
origin, sex, age, marital status, personal appearance, sexual orientation, gender identity or
expression, familial status, family responsibilities, matriculation, political affiliation, genetic
information, disability, source of income, status as a victim of an intrafamily offense, place of
residence or business, and status as a victim or family member of a victim of domestic violence, a
sexual offense, or stalking. Sexual harassment is a form of sex discrimination, which is also
prohibited by the Human Rights Act and is prohibited by Mayor’s Order 2023- 131 (Updated
District Government Sexual Harassment Policy, Guidance and Procedures). In addition,
harassment based on any of the above protected categories is also prohibited by the Human Rights
Act..
Section 11. Freedom of Information Act.
11.1 The District of Columbia Freedom of Information Act of 1976, Pub. L. 90-614 D.C.
Official Code §§ 2-531-539 (the “FOIA ”) provides for the disclosure of public information.
Specifically, the law provides that “any person has a right to inspect, and at his or her discretion,
to copy any public record except as expr essly exempted by the FOIA. Further, a “ public record”
has been defined by the District of Columbia Public Records Management Act of 1985 as “ any
document, book, photographic image, electronic data recording paper, sound recording, or other
material regardless of form or characteristic, made or received pursuant to law or in connection
with the transaction of public business by any officer or employee of the District.” D.C. Official
Code § 2-1701(13) (2008). Borrower acknowledges that Lender is subject to the FOIA.
11.2 Information or documentation submitted to Lender pursuant to this Loan, or in
connection with the transaction of the business of Lender, is subject to public disclosure in
response to a FOIA request. Therefore, information that Borrower submits to Lender, if not
specifically exempted by D.C. Official Code § 2-534 of the FOIA, may be disclosed to the public
upon a proper request.
Section 12. Antideficiency Act Limitations . Notwithstanding any other provision of this
Agreement to the contrary, any and all provisions which, may, could or appear to obligate Lender
are and shall remain subject to the limitations of the Antideficiency Act, prescribed under 31
U.S.C. §§ 1341, 1342, 1349 and 1351, as made applicable to the District of Columbia under D.C.
Official Code § 47-105; §§ 47-355.01 – 355.08, as the foregoing statutes may be amended from

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time to time (2001 ed.). If such provision(s) shall be in violation of the Antideficiency Act, that
particular provision, as applicable to Lender, shall be void ab initio.
Section 13. Miscellaneous.
13.1. Reimbursement of Disbursements Made or Other Costs Incurred by Lender.
If Borrower fails to make any payment or to perform any other of its obligations hereunder, Lender,
after notice to and demand on Borrower, without waiving any default or releasing Borrower from
any of its obligations hereunder, and without being under any obligation to do so, may make such
payment or perform any of the party’s obligations. All amounts so paid by Lender, and all fees and
other costs incurred by Lender, whether in connection with such payment or such performance or
otherwise in connection with its duties and responsibilities under this Agreement and the other
Loan Documents, shall be immediately due and payable by Borrower on demand therefor, as
additional payments hereunder, with interest thereon as provided in Section 13.2. In addition,
notwithstanding anything in this Agreement to the contrary, if Borrower defaults under any term
of this Agreement, and Lender employs attorneys or incurs other expenses for collection of
amounts due hereunder or enforcement of performance or observance of any obligation or
agreement by Borrower herein, Borrower shall on demand therefor pay to Lender all Attorneys’
Fees and Costs.
13.2. Interest on Additional Payments and Reimbursements . Without limiting any
other terms for the payment of interest, additional interest, late charges, premiums or like charges
under the Loan Documents, in any instance in which any sum other than principal, premium (if
any), and interest is due from Borrower to Lender as a direct payment, reimbursement or otherwise,
and no specific provision is made as to the payment of interest thereon or the rate of interest thereon
is not otherwise specified, the sum shall bear interest from the date on which it becomes due until
paid in full at the Default Interest Rate (as defined in the Note).
13.3. Indemnification of Lender.
13.3.1. Claims in Connection with the Project. Except where it is the result of
Lender’s gross negligence or willful misconduct, (a) Borrower shall protect, indemnify, and save
harmless Lender, its employees , agents and representatives against and from all claims incurred
by, or asserted or imposed against, any of them, and any loss or expense (including all Attorneys’
Fees and Costs) in connection therewith, due to Lender’s participation in the financing of the
Project, any accident, injury (including death) or damage to any Person or property, however
caused, resulting from, connected with or growing out of any act of commission or omission of
Borrower, or any agents, assignees, contractors or subcontractors of Borrower, or any use, nonuse,
possession, occupation, condition, operation, service, design, construction, acquisition,
maintenance or management of, or on, or in connection with, the Project, until this Agreement is
terminated, regardless of whether the claims are against or are sustained by Lender, it employees,
its agents or its representatives; (b) Lender shall not be liable for any damage or injury occurring
during the Loan Term to Persons or property of Borrower or any of its agents or any other Person
who or which is on the Property, and Borrower hereby releases Lender from, and agrees that
Lender shall not be liable for, and Borrower, jointly and severally, shall hold Lender harmless
from, any such liability; and (c) Borrower, jointly and severally, may, and if so requested by
Lender, shall undertake to defend, at its sole expense, all claims brought against Lender or any of

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KH 542765.14
Lender’s employees, agents or representatives in connection with any of the matters mentioned in
this subsection, provided that Lender gives Borrower timely Notice of and forwards to Borrower
every demand, notice, summons or other process received concerning any claim within the
purview hereof.
13.3.2. Approvals of Project . No inspections or approvals of the Project by
Lender during or after construction shall constitute a warranty or representation by Lender or any
of its agents as to the technical sufficiency, adequacy or safety of any structure or any of its
component part s, including any fixtures, equipment or furnishings, and such approvals or
inspections shall not constitute such a warranty or representation as to the subsoil conditions or
any other physical condition or feature pertaining to the Project. All acts, including any failure to
act, relating to the Project by any agent, representative or designee of Lender are performed solely
for the benefit of Lender to assure repayment of the Loan, and are not for the benefit of Borrower
or any other Person.
13.4. Nonassignability. Neither the Loan nor any disbursement thereunder may be
assigned by Borrower without Lender’s prior written consent. Neither the Loan nor any
disbursements thereunder shall be subject to the process of any court on legal action by or against
Borrower or its principals, officers, directors or shareholders or by or against anyone claiming
under or through Borrower or its principals, officers, directors or shareholders. For purposes of
this Agreement, the Loan shall remain in the custody of Lender until Borrower complies with all
provisions hereof, except that nothing herein shall be deemed to modify, affect or subordinate the
obligations heretofore given or to be given by Borrower as security for the Loan, all of which shall
be and remain in full force and effect, this Agreement being intended only as additional security
and protection for the Loan and to assure its use for the purposes intended by Lender.
13.5. Liability of Lender . All conditions of the obligations of Lender hereunder,
including any obligation to make disbursements under the Loan, are imposed solely and
exclusively for the benefit of Lender and its successors and assigns, and no other Person shall have
standing to require satisfaction of such conditions in accordance with its terms or be entitled to
assume that Lender will refuse to disburse sums under the Loan in the absence of strict compliance
with any and all thereof. No other Person shall, under any circumstances, be deemed to be a
beneficiary of such conditions, any and all of which may be freely waived in whole or in part by
Lender at any time if in its discretion it deems it desirable to do so.
13.6. No Partnership, Joint Venture, Agency. Borrower and Lender acknowledge that
the relationship between them created hereby and by the other Loan Documents is that of debtor
and creditor and is not intended to be and shall not in any way be construed to be that of a
partnership, joint venture, or principal and agent.
13.7. Waiver of Jury Trial/ Service of Process/ Court Costs . Borrower and Lender
agree that any lawsuit between Lender and Borrower shall be decided by a judge, without a
jury. Borrower agrees to pay all court costs and Attorneys’ Fees and Costs incurred by Lender in
connection with successfully enforcing any provision of this Agreement. Borrower hereby
irrevocably designates Registered Agent, as the true and lawful attorney of Borrower for the
purpose of receiving service of all legal notices and process issued by any court in the District of
Columbia as well as service of all pleadings and other documents related to any legal proceeding
5610 Colorado Avenue Cooperative, Inc. Loan Agreement
KH 542765.14
or action arising out of this Agreement. Notwithstanding the above, Borrower shall have the right
to change its Registered Agent, in which event Borrower shall give written notice to Lender of any
such change, including a current address.
13.8. No Third Party Beneficiaries. The terms and provisions of this Agreement are for
the benefit of the parties hereto, and no other person shall have any right or cause of action on
account hereof.
13.9. Counterparts. This Agreement may be signed in counterparts, any of which
together with all executed signature pages shall constitute a fully executed and binding agreement.
13.10. Notices. All notices, requests and demands on the respective parties hereto (each ,
a “Notice”) shall be given in writing, and deemed to have been given three (3) business days after
having been sent to Lender or Borrower, as applicable, at its respective address listed below, by
regular and certified US mail, or one (1) business day after having been delivered by courier or
overnight delivery service to the appropriate party at the address listed below and with receipt for
delivery or refusal of delivery. Copies of notices to the entities listed below to receive copies shall
be sent by regular mail or electronic mail. Any party or entity may change its address to receive
notice or copies thereof by sending a written notice of the change to all other parties or entities
listed below.
If to Lender: D.C. Department of Housing and
Community Development
1909 Martin Luther King Jr. Avenue, S.E.
Washington, D.C. 20020
Attn: Director
with copy to: D.C. Department of Housing and
Community Development
1909 Martin Luther King Jr. Avenue, S.E.
Washington, D.C. 20020
Attn: General Counsel
If to Borrower: 5610 Colorado Avenue Cooperative, Inc.
5610 Colorado Avenue NW
Washington, DC 20011
Attention: Saul Blanco
w
ith copy to: Klein Hornig LLP
1325 G Street NW, Suite 770
Washington, DC 20005
Attn: Adam Norlander

5610 Colorado Avenue Cooperative, Inc. Loan Agreement
KH 542765.14
13.11. Amendment. This Agreement may be amended, and Borrower may take any action
herein prohibited, or omit to perform any act required to be performed by Borrower, only if
Borrower obtains Lender’s prior written consent to such amendment, action or omission to act.
13.12. Survival of Agreements . All agreements, covenants, representations and
warranties of Borrower made in this Agreement shall survive the execution and delivery of this
Agreement and the other Loan Documents, and the making of all disbursements hereunder,
regardless of any investigation made by or on behalf of Lender.
13.13. Entire Agreement; Successors and Assigns; Time of Essence. This Agreement
and the other Loan Documents contain the entire terms of the agreement with respect to the Loan,
and no representations, inducements, promises or agreements between Borrower and Lender not
set forth herein or in the other Loan Documents shall be of any force or effect. This Agreement
shall be binding on and shall inure to the benefit of Borrower, jointly and severally, and Lender
and their respective successors and Lender’s assigns, whether so expressed or not. Time is of the
essence under this Agreement.
13.14. Severability. If any one or more terms of this Agreement or the other Loan
Documents are deemed to be invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining terms herein or therein shall not be affected or impaired
thereby, and shall be enforceable to the maximum extent permitted by law.
13.15. Descriptive Captions; Headings . The captions and headings of the sections,
subsections and paragraphs of this Agreement are for the convenience of reference only, and are
not considered to be a part hereof and shall not limit or otherwise affect any of the terms hereof.
13.16. Construction. As used herein, all references made (i ) in the neuter, masculine or
feminine gender shall be deemed to have been made in all such genders, (ii ) in the singular or
plural number shall be deemed to have been made, respectively, in the plural or singular number
as well, and (iii) to any section, subsection, paragraph or subparagraph shall be deemed, unless
otherwise expressly indicated, to have been made to such s ection, subsection, paragraph or
subparagraph of this Agreement.
13.17. Governing Law. The law of the District of Columbia (ignoring its conflicts of laws
principles) shall govern the interpretation, performance and enforcement of this Agreement. All
citations to legislation herein shall mean for such legislation as of the date hereof, and as may be
amended from time to time in the future.
13.18. Conflict with Program Requirements . In the event of a conflict between this
Agreement and the Program Requirements, the Program Requirements shall control.
[Remainder of page intentionally left blank]

5610 Colorado Avenue Cooperative, Inc. Loan Agreement
KH 542765.14
IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be
executed and delivered as of the date first above written.

LENDER:

DISTRICT OF COLUMBIA, a municipal
corporation, acting by and through the
DEPARTMENT OF HOUSING AND
COMMUNITY DEVELOPMENT

By: _________________________
Colleen Green
Director

Approved as to Legal Sufficiency:

By ____________________________
Name: ___________________
Title: Assistant General Counsel

[Signatures continue on following page]
‘5610ColoradoAvenueCooperative,Ine.LoanAgreementKH54276514
BORROWER:
5610ColoradoAvenueCooperativeInc.,
A DistrictofColumbiacooperativeassociation
By: Su,
Name:SaulBlanco
Title:President

DM
FIRM #41903568 v25
KH 542765.14
EXHIBIT A
SUMMARY OF LOAN TERMS
[Attached]
Department of Housing and Community
Development Development Finance Division
Summary o
f Loan Terms and Project Details
Project Name: 5610 Colorado Avenue Cooperative Approval Date:
Project Address: 5610 Colorado Ave., NW Loan Amt / Source
$5,897,614 HPTF
Project Manager:
Construction
Bridge Loan Grant
Amt/Source
N/A
DHCD Subsidy Per Unit: $163,823 9% LIHTC Amount
N/A
SUMMARY OF LOAN TERMS AND PROJECT DETAILS
Project Name: 5610 Colorado Avenue Cooperative
Borrower Name: 5610 Colorado Avenue Cooperative
Project Address: 5610 Colorado Avenue, NW
DHCD Project
Manager:
Tiphanie Jones
Funding Round: 2016 Consolidated RFP
Last Updated: Letter of Commitment Signing
Funding Description
Gap Funding Amount: Amount not to exceed $5,897,614
Tax Credit Allocation: N/A
Loan Increase
Approved:
Funding Source(s):
Product Type:
Eligible Purpose and
Uses:
Increase from Application: HPTF Increase - $3,181,971
Percentage Increase from Application: 117%
X Housing Production Trust Fund (HPTF)
__ HOME Investment Partnerships Program (HOME)
__ Community Development Block Grant Program (CDBG)
__ National Housing Trust Fund (NHTF)
__ Department of Behavioral Health (DBH)
__ CDBG-Section 108 Loan Guarantee Program
__ Other [Specify]
X Loan repayable from Net Cash Flow
__ Grant
X Acquisition (including refinancing an acquisition loan)
X Soft Costs, including Predevelopment and Financing Costs
X New Construction - Hard Costs
X Rehabilitation - Hard Costs
_ Cash Collateralization of Tax-Exempt Bonds__ Critical Repairs (only select if
acquisition financing only)

Department of Housing and Community Development
Development Finance Division
Summary of Loan Terms and Project Details
Project Name: 5610 Colorado Avenue Cooperative Approval Date:
Project Address: 5610 Colorado Ave., NW Loan Amt / Source
$5,897,614 HPTF
Project Manager:
Construction
Bridge Loan Grant
Amt/Source
N/A
DHCD Subsidy Per Unit: $163,823 9% LIHTC Amount
N/A
__ Other HPTF or federally-eligible costs as defined in the Development Project
Budget (Form 202)
Loan Term:
Interest Rate:
• Funds may be used to reimburse predevelopment and acquisition costs at
DFD’s discretion, regardless of when the costs were incurred.
• Eligible uses must be identified and approved in the Form 202.
• Draw schedule will be established prior to the Closing Date.
42 years from the Closing Date
0% simple interest
Accrual starts on the Closing Date on amounts drawn down
Construction/Stabilizati
on Period:
24 months for construction plus 12 months for stabilization, including lease-up and
conversion
Retainage Amount: $589,761 The lesser of ten percent (10%) of the Loan amount
or ten percent (10%) of the construction contract
Repayment Start: Commences on May 1 of calendar year after the projected Placed in Service date
(or comparable documentation is projected to be received), subject to Net Cash
Flow waterfall in Deed of Trust Note
Repayment Source: The Loan is to be repaid from Net Cash Flow and proceeds resulting from any
Capital Transaction, as set forth in the Loan Documents and Borrower’s
organizational documents.
Recourse: Non-recourse
Collateral Position: Second priority deed of trust on the Property and Project, including all of
Borrower’s right, title and interest in the land, improvements, rents and leases,
fixtures, personality and all collateral located on or used in connection with the
Project.
Tax-Exempt/Taxable
Bonds/ State and
Federal LIHTC:
__ 4% Low Income Housing Tax Credits (LIHTC) – Amount: $ 0
__9% Low Income Housing Tax Credits (LIHTC) – Amount: $ 0
__State Low Income Housing Tax Credits (DC LIHTC) – Amount: $ 0
__ Short-term Bonds – Estimated Amount: $0
__ Long-term Bonds – Estimated Amount: $0
__ None
Other Subsidies
Awarded Through
RFP:
__ Local Rent Supplement Program (LRSP)
__ Annual Contributions Contract (ACC) (Public Housing Operating Subsidy)
__ Department of Human Services (DHS) Permanent Supportive Housing
(PSH) Case Management Supportive Services
__ Other: N/A

Department of Housing and Community Development
Development Finance Division

Summary of Loan Terms and Project Details
Project Name: 5610 Colorado Avenue Cooperative Approval Date:
Project Address: 5610 Colorado Ave., NW Loan Amt / Source
$5,897,614 HPTF
Project Manager:
Construction
Bridge Loan Grant
Amt/Source
N/A
DHCD Subsidy Per Unit: $163,823 9% LIHTC Amount
N/A
Other Non-RFP or
Existing Subsidies:
__ Section 8 Project-Based Subsidy (i.e., PBV or PBRA HAP contract)
__ Rental Assistance Demonstration (RAD) conversion or transfer of assistance
__ Annual Contributions Contract (ACC) (Public Housing Operating Subsidy)
__ Department of Behavioral Health operating subsidy
__ Nonprofit Affordable Housing Developer Tax Relief
__ Other: N/A
District Land: ___ PADD ____ DMPED
Project Description/Application Commitments
Project Type: __ Production __ Preservation X Preservation and Production
__ Net New Units - 36
__ Rental ___ Homeownership X Limited Equity Cooperative
Total Units in Project: 36 Units
Total Affordable Units
in Project:
36 Units
LIHTC Set-Aside
Election:
__ 40% of Units at 60% MFI
__ 20% of units at 50% MFI
__ Average Income 60%
__ N/A
Affordability Period
Restriction:
HPTF:
Perpetual __ 99 years __ 62 years __ 52 years X42 years
 Commences on the Closing Date
LIHTC:
___ Perpetual __ 99 years __ 60 years __ 50 years 40 years (minimum
requirement starting 2021) __ 30 years
 Commences with the first year of the tax credit period
Federal Funds:
[ ] years from the Closing Date
__ Use of Ground Lease Structure: [ ] years
Leverage: $ 0 Minimum Deferred Developer Fee Commitment
$ 0 Minimum Seller’s Note/Other Owner Subsidy Commitment

Department of Housing and Community
Development Development Finance Division
Summary o
f Loan Terms and Project Details
Project Name: 5610 Colorado Avenue Cooperative Approval Date:
Project Address: 5610 Colorado Ave., NW Loan Amt / Source
$5,897,614 HPTF
Project Manager:
Construction
Bridge Loan Grant
Amt/Source
N/A
DHCD Subsidy Per Unit: $163,823 9% LIHTC Amount
N/A
55% DHCD Participation (Overall leverage) $163.823 per unit
Unit Affordability Mix
and Applicable
Program(s):
See table below
Unit Description Median
Number
of % of Unit Size HPTF
Bedrooms Baths Income Units Units
(Net leasable
SF)
Studio 1.0 50% 1 3% 570 HPTF
Studio 1.0 50% 3 8% 570 HPTF
Studio 1.0 50% 1 3% 570 HPTF
Studio 1.0 50% 5 14% 570 HPTF
1
Bedroom 1.0 30% 1 3% 650 HPTF
1
Bedroom 1.0 30% 1 3% 650 HPTF
1
Bedroom 1.0 50% 11 31% 650 HPTF
1
Bedroom 1.0 50% 8 22% 650 HPTF
1
Bedroom 1.0 50% 4 11% 650 HPTF
1
Bedroom 1.0 50% 1 3% 650 HPTF
Total 36 100% 628
Income Levels Served: 49% Weighted Average MFI Served
Mixed-Income: Inclusion of 20%+ Market Rate Units: ___ Yes _x__ No
Minimum of 10% of units in three of the following income categories: ___ Yes _X
No
 0 percent to 30 percent MFI: 6%
 31 percent to 50 percent MFI: 94 %
 51 percent to 80 percent MFI: 0 %

Department of Housing and Community Development
Development Finance Division

Summary of Loan Terms and Project Details
Project Name: 5610 Colorado Avenue Cooperative Approval Date:
Project Address: 5610 Colorado Ave., NW Loan Amt / Source
$5,897,614 HPTF
Project Manager:
Construction
Bridge Loan Grant
Amt/Source
N/A
DHCD Subsidy Per Unit: $163,823 9% LIHTC Amount
N/A
 Market-rate (unrestricted, unsubsidized): 0 %
Permanent Supportive
Housing (PSH):
__20% __ 10% __5% PSH units
__ None __ Other: [Specify]
_ DBH Units
__ Scattered Site __ Limited Site-Based X Site-Based
Office Space Required? ___ Y X N
Security Plan Required? ___ Y X N
Family-Oriented Units: 2+ Bedroom units 3+ Bedroom units
Programs to Address
Additional Barriers to
Housing:
___ Returning citizens ___ Households of unknown immigration status ___
Residents with developmental or intellectual disabilities
___ Residents with diverse language needs ___ Youth aging out of foster care
___ Housing for Persons With AIDS
Housing for Seniors and
People with Disabilities:
___ Assisted Living that accommodate seniors and people with disabilities
___ Independent Living that accommodate seniors and people with disabilities
___ Age restricted housing 55+ ___ Provision of twice the number of accessible
and audio/visual units as required by Section 504
Provision of Wealth-
Building Opportunities:
___ Immediate homeownership opportunities
___ Designation as DBE, ROB, or led or controlled by individuals designated as
socially disadvantaged per SBA
___ Structured to transfer to tenant ownership after the initial 15-year compliance
period
Vacancies filled from
Section 8 and Public
Housing Waiting List:
___Yes X No
Qualified Non-Profit
Majority Owner with
ROFR:
__ Yes ___ No
X N/A for non-LIHTC projects
Right to seek a
Qualified Contract
waived:
Yes (No is not an option)
X N/A for non-LIHTC projects
Development Team Members
Developer/Sponsor: Developer/Sponsor 1: 5610 Colorado Avenue Cooperative
Developer/Sponsor 2:

Department of Housing and Community Development
Development Finance Division
Summary of Loan Terms and Project Details
Project Name: 5610 Colorado Avenue Cooperative Approval Date:
Project Address: 5610 Colorado Ave., NW Loan Amt / Source
$5,897,614 HPTF
Project Manager:
Construction
Bridge Loan Grant
Amt/Source
N/A
DHCD Subsidy Per Unit: $163,823 9% LIHTC Amount
N/A
General
Partner/Managing
Member:
Non-Profit Member %
For-Profit Member %:
General Contractor: Hamel Construction Inc.
Management Agent: Mi Casa
Development
Consultant:
Mi Casa
Conditions
Standard Conditions: 1. Compliance with all applicable regulations and requirements, including but not
limited to OPM clearance, Council approval, and standard DHCD due
diligence items.
2. Loan Right-sizing. The Loan is a not-to-exceed amount intended to provide
the minimum gap financing needed to complete the Project after taking into
consideration the additional sources of financing, including maximized debt,
equity, income and grants, and any Project budget savings due to unspent
contingency funds or other cost savings. The Loan will be right-sized prior to
the Closing Date and after the Closing Date as follows:
A. Prior to the Closing Date:
i. Any increase in non-Lender sources between the date of Lender’s
Loan Review Committee approval and the Closing Date will decrease the
Loan on a dollar ($1.00) for dollar ($1.00) basis. An exception may be
made for additional non-Lender sources raised to fund unanticipated cost
increases or decreases in other sources available for the Project.
ii. Any decrease in Project uses between the date of Lender’s Loan
Review Committee approval and the Closing Date will decrease the Loan
on a dollar ($1.00) for dollar ($1.00) basis. An exception may be made for
decreases in Project uses made to offset unanticipated cost increases or
decreases in non-Lender sources available for the Project.
iii. Borrower must pursue all available solar/green building funds
available in the District of Columbia prior to the Closing Date. If
Borrower secures one or more sources of solar/green building funding, the
Loan amount will be reduced by the net proceeds to the Project (funding
minus related costs) from these sources. If Borrower is unable to secure

Department of Housing and Community Development
Development Finance Division
Summary of Loan Terms and Project Details
Project Name: 5610 Colorado Avenue Cooperative Approval Date:
Project Address: 5610 Colorado Ave., NW Loan Amt / Source
$5,897,614 HPTF
Project Manager:
Construction
Bridge Loan Grant
Amt/Source
N/A
DHCD Subsidy Per Unit: $163,823 9% LIHTC Amount
N/A
one or more sources of solar/green building funding, Borrower must
provide affirmative evidence that the Project is not a match for available
funds.
iv. As requested by L ender, Borrower must provide executed contracts
or other documentation acceptable to Lender to substantiate soft cost
budget line items and to right-size the Loan amount in accordance with
these requirements.
B. After the Closing Date:
i. Any temporary uses of funds, if applicable, shall be returned to
Lender to decrease the Loan on a dollar ($1.00) for dollar ($1.00) basis,
including funding for any refunded deposits or financing fees initially
required by District agencies, lenders, or other parties.
ii. Lender will reduce the Loan on a fifty cents ($0.50) for every
dollar ($1.00) basis for any other net reduction in the total costs shown in
the Project Budget due to unspent contingency funds, remaining funds in
applicable short-term reserves, or other budget savings, unless the cost
savings are utilized to cover an unanticipated decrease in other Project
sources. .
iii. Lender will reduce the Loan on a fifty cents ($0.50) for every
dollar ($1.00) basis for any increase in funding that is committed to the
Project after the Closing Date over and above the funding sources in the
final Project Budget, including any additional senior loan proceeds, unless
the increase in funding is obtained from a non-Lender source to cover an
unanticipated increase in Project costs or a decrease in other Project
sources.
3. Reserves. The Borrower’s organizational documents must contain the
following language: In the event the replacement or operating reserve, if
applicable, are not used for its intended purpose, any funds remaining in such
reserves at the end of the tax credit compliance period or upon the sale of the
property, whichever is earlier, must remain with the Project, but may be used
to reduce any outstanding debt on the Project with Lender’s consent.
4. Repayment Related Requirements.

Department of Housing and Community Development
Development Finance Division

Summary of Loan Terms and Project Details
Project Name: 5610 Colorado Avenue Cooperative Approval Date:
Project Address: 5610 Colorado Ave., NW Loan Amt / Source
$5,897,614 HPTF
Project Manager:
Construction
Bridge Loan Grant
Amt/Source
N/A
DHCD Subsidy Per Unit: $163,823 9% LIHTC Amount
N/A
A. Net Cash Flow Waterfall. For the distribution of Net Cash Flow,
Lender’s min
imum standard waterfall is as follows:
i. Replenishment of operating and debt service reserves, including
any advances, only if required by senior lender;
ii. 75% to pay the Loan.
iii. If applicable, any deferred property management fee (if agent is an
affiliate of Borrower), sponsor/managing member loans, accrued
partnership/company management fees, accrued interest on
deferred developer fee, or other liabilities may be repaid from Net
Cash Flow after the priorities listed above.
B. Net Capital Proceeds Waterfall. For the distribution of net proceeds
resulting from any Capital Transaction, Lender requires that the first
priority in the waterfall be payment of any debts owed by Borrower in
order of lien priority/recording order, except those due to the
partners/members of Borrower and/or their affiliates.
Special Conditions: 1. Borrower must obtain an updated appraisal
Definitions
Capital Contribution: The amount of money or the fair market value of other property contributed to
Borrower by its members/partners in accordance with the Borrower’s
organizational documents.
Capital Expenditures: Customary and reasonable costs and expenses incurred by Borrower in connection
with certain major repairs, replacements and improvements of the Project which
are normally capitalized under generally accepted accounting principles, including,
but not limited to, the performance of work to the roofs, chimneys, gutters,
downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior
walls, exterior doors and doorways, windows, elevators, interior walls, appliances,
carpeting, painting, vinyl flooring, plumbing, plumbing fixtures, countertops,
cabinets, water heaters, electrical systems, electrical fixtures, clubhouse repairs,
pool, spa, landscaping, fences, gates, parking areas, carports, garages, sidewalks,
light fixtures, shingles, woods, bricks, stucco, security systems, smoke detectors,
stairs, boilers, laundry room, window treatments, bath vanities, bathtubs and
mechanical and HVAC equipment.
Capital Transaction: Any transaction out of the ordinary course of Borrower's business that is capital in
nature, including without limitation, the disposition, whether by sale (except when
such sale proceeds are to be used pursuant to a plan or budget approved by all of
Borrower’s members/partners), casualty (where the proceeds are not to be used for

Department of Housing and Community Development
Development Finance Division
Summary of Loan Terms and Project Details
Project Name: 5610 Colorado Avenue Cooperative Approval Date:
Project Address: 5610 Colorado Ave., NW Loan Amt / Source
$5,897,614 HPTF
Project Manager:
Construction
Bridge Loan Grant
Amt/Source
N/A
DHCD Subsidy Per Unit: $163,823 9% LIHTC Amount
N/A
reconstruction), condemnation, refinancing or similar event of any part or all of the
Project.
Closing Date: Date of initial financial closing.
Net Cash Flow: Operating Revenue less (a) Operating Expenses (including required reserve
amounts), (b) must-pay debt service, (c) payments for Capital Expenditures that
exceed applicable reserves or other sources, as approved by Lender.
Operating Expenses: “Operating Expenses” shall mean with respect to each fiscal year or portion
thereof, the sum of the following cash expenditures and all expenses unpaid, but
properly accrued, that are incurred incident to the operation of the Project by
Borrower during such period: operating costs incurred by Borrower for the
management, operation, cleaning, leasing, marketing, and maintenance of the
Project, including without limitation wages, payroll and accounting costs, utilities,
maintenance costs other than Capital Expenditures, license fees and business taxes,
the property management fee, except to the extent such fee is deferred and paid
from available Net Cash Flow, application fees, compliance monitoring fees, and
any delinquent rent that is written off; ;reasonable monthly reserves for all real
estate taxes and assessments imposed upon the Project and required to be paid by
Borrower, but only to the extent such taxes and assessments are paid or set aside as
a reserve by Borrower during such fiscal year; reasonable monthly reserves for
insurance premiums; and required deposits into the replacement reserve and other
reserves or escrow accounts.
The term “Operating Expenses” shall not include any of the following:
depreciation, amortization, depletion or other non-cash expenses; must-pay debt
service; all costs, liabilities and expenses associated with acquiring,
constructing/rehabilitating, developing or operating the Project, including, but not
limited to, those costs reflected in the Form 202 and including payment of the
developer fee (net of any deferred developer fee), which have been incurred to (i)
acquire the Project, (ii) achieve the Placed in Service Date, (iii) remedy any
defects in the construction of the Project and/or any variance in construction from
the Plans and Specifications that is discovered within one (1) year after initial
occupancy of all of the housing units or should have been discovered within such
time period and is discovered not later than three (3) years after initial occupancy
of all of the housing units, (iv) all Operating Expenses and must-pay debt service
attributable to the period prior to the Permanent Loan Closing Date, (v) the initial
funding of any required reserves and escrows in the amounts approved by Lender
as of the Closing Date, and (vi) achieve conversion to permanent financing; and
any other fees or payments contingent on available Net Cash Flow.

Department of Housing and Community
Development
Development Finance Division
Summary of Loan Terms and Project Details

Project Name: 5610 Colorado Avenue Cooperative Approval Date:
Project Address: 5610 Colorado Ave., NW Loan Amt / Source
$5,897,614 HPTF
Project Manager:
Construction
Bridge Loan Grant
Amt/Source
N/A
DHCD Subsidy Per Unit: $163,823 9% LIHTC Amount
N/A
Operating Revenue: All actual collected revenue received fro
m rents, lease payments, and all other
sources (including any release of funds from reserves or escrows), but excluding
tenant security or other deposits (except to the extent forfeited to Borrower);
Capital Contributions and interest thereon; proceeds from Capital Transactions;
interest earned on reserves not available for distribution; and net proceeds of any
insurance (including rental loss or interruption insurance), other than fire and
extended coverage and title insurance, to the extent not used for rebuilding of the
Project.
Placed in Service Date: The date that the Project receives a certificate of occupancy from the District of
Columbia government certifying that the development of the Project is complete
and the Project can be occupied by tenants. In the event that the Project does not
need a certificate of occupancy to be occupied by tenants, then the Placed in
Service Date shall be the date of substantial completion of the Project as certified
by the Project architect.

Department of Housing and Community Development
Development Finance Division
Summary of Loan Terms and Project Details
Project Name: 5610 Colorado Avenue Cooperative Approval Date:
Project Address: 5610 Colorado Ave., NW Loan Amt / Source
$5,897,614 HPTF
Project Manager:
Construction
Bridge Loan Grant
Amt/Source
N/A
DHCD Subsidy Per Unit: $163,823 9% LIHTC Amount
N/A
Table 1
Unit Affordability Mix and Applicable Program(s)
Table 2
Median Number of % of Unit Size HPTF
Bedrooms Baths Income Units Units (Net leasable SF)
Studio 1.0 50% 1 3% 570 HPTF
Studio 1.0 50% 3 8% 570 HPTF
Studio 1.0 50% 1 3% 570 HPTF
Studio 1.0 50% 5 14% 570 HPTF
1 Bedroom 1.0 30% 1 3% 650 HPTF
1 Bedroom 1.0 30% 1 3% 650 HPTF
1 Bedroom 1.0 50% 11 31% 650 HPTF
1 Bedroom 1.0 50% 8 22% 650 HPTF
1 Bedroom 1.0 50% 4 11% 650 HPTF
1 Bedroom 1.0 50% 1 3% 650 HPTF
Total 36 100% 628
Unit Description
MEDIAN FAMILY INCOME OF UNITS
# of Units Max MFI% % of Units % of Sq. Ft.
2 30% 6% 207%
34 50% 94% 3393%
0 60% 0% 0%
0 80% 0% 0%
Av erage MFI of U nits: 49%
D
MFIRM #41903568 v25 B-1
KH 542765.14
EXHIBIT B
PROJECT BUDGET
[Attached]
TOTAL DEVELOPMENT COSTS Total Units 36 Total Residential Units 36 Total Gross Square Footage 22,600
Source: Source: Source: Source: Source: Source:
PNC/HUD
DHCD:
Renovation
DHCD:
Acquisition Co-op Equity
ACQUISITION
Building Acquisition $2,800,000 $77,778 $2,800,000
Land Acquisition $0
Other Acquisition Costs 1- Settlement Costs, Reserves, Loan fees $210,000 $5,833 $74,230
Other Acquisition Costs 2- Critical repairs $0 $135,770
Total Acquisition Costs $3,010,000 $83,611 $0 $0 $3,010,000 $0 $0 $0
CONSTRUCTION
Construction Costs $5,307,409 $147,428Contingenc
y $796,111 $22,114
Other Construction Cost 1 $0
Total Construction Costs $6,103,520 $169,542 $1,252,263 $4,851,258 $0 $0 $0 $0
SOFT COSTS
Architect & Engineer $70,000 $1,944 $30,000 $40,000
Architect & Engineer Supervision $32,657 $907 $32,657
A&E Reimbursables (Cost Review, etc) $5,000 $139 $5,000Owner's Rep (Construction Monitoring) $0Borrower Legal $25,000 $694 $25,000Appraisal $15,000 $417 $11,000 $4,000Permits and Tap Fees (Incl Expediter) $33,000 $917$33,000
Market Stud
y 5000.00 $139 $5,000
Environmental & Soil Reports: ESA, etc $22,735 $632 $22,735
Testing and Inspections $8,000 $222 $8,000Title, Transfer and Recordatio
n $24,000 $667 $24,000
Interim/ Builder's Risk Insurance $28,000 $778 $28,000Interim Taxes $30,108 $836 $30,108
Surve
y $5,000 $139 $5,000
Utility Connection Fees--PEPCO Heavy-up $45,000 $1,250 $45,000
Soft Cost Contingency $55,000 $1,528 $55,000
Other Soft Cost 1: Architect Design Contingency $13,100 $364 $13,100
Other Soft Cost 2: Cost Review (PNC and CFE) $16,538 $459 $16,538Other Soft Cost 3: Green Building Consultant $19,550 $543 $19,550Other Soft Cost 4: Relocatio
n $568,000 $568,000
Total Soft Costs $1,020,688 $12,575 $0 $860,845 $30,000 $129,843 $0 $0
OTHER FINANCING COSTS
Construction Period Intererst Reserve 112,366 $3,121 $112,366Construction Lender's Inspection Fee $6,750 $188 $6,750Conversion Fee$0
Permanent Lender Financing Fee $15,353 $426 $15,353Permanent Lender Inspection Fee $0
Permanent Lender Counsel Fee $12,000 $333 $9,000 $3,000Total Other Financin
g Costs $146,469 $4,069 $112,366 $31,103 $0 $3,000 $0 $0
DEVELOPER'S FEE
Fee on Non-Acquisition Costs $290,827 $8,079 $290,827 $110,000 Fee on Acquisition Costs $120,400 $3,344 $10,400 Total Develo
per's Fee $411,227 $11,423 $301,227 $0 $110,000 $0 $0 $0
RESERVES AND ESCROWS (funded amounts only) $3,150,000 $0
Operating Reserve (Co-op to set aside addl from current reserves as needed) $105,000 $2,917 $87,843 $17,157 Lease Up Reserve$0
Replacement Reserve Deposit (Initial Payment) $0
DHCD- DEVELOPMENT BUDGET
Type of Uses Total Budgeted
Cost Cost per unit
RESIDENTIAL
Sources for DHCD Eligible Units/Uses
HCD Form 202 (rev. November 2021) 1
Debt Service Reserve $0
Other Reserve 1 $0
Other Reserve 2 $0
Other Reserve 3 $0
Other Reserve 4 $0
Other Reserve 5 $0
Total Reserves and Escrows $105,000 $2,917 $87,843 $0 $0 $17,157 $0 $0
TOTAL USES OF FUNDS $10,796,904 284,136.23 $1,753,699 $5,743,205 $3,150,000 $150,000 $0 $0
218,409
Fee on Non-acquisition Costs
Less Acquisition Costs
Less Construction Contingency
Less Soft Cost + Financing Contingency
Non Acquisition Fee Basis
Cost/ sq ft
Fee on Non-acquisition Costs $11 $7,270,677 $290,827
120,400
Fee on Acquisition Costs
Acquisition Costs
Cost/ sq ft
Fee on Acquisition Costs $5
Total Developer's Fee $16
Maximum Developer Fee Calculation
Fee on Development Costs Fee on Acquisition Costs
Total Development Costs before Developer's Fee and Guarantees and Reserves
Eligible development costs for calculating the
maximum fee do not include the following:
hard or soft cost contingencies,
syndication/bond-financing related costs;
funded guarantee and reserve accounts that
are required by lenders or investors; and
developers' fees.
If there is an identity of
interest between the seller
and the purchaser, no fee
shall be calculated on the
acquisition price.
Less LIHTC Syndication and Bond Financing-Related Costs
5%
Any fee in excess of $2 million shall be deferred up to the amount that can
be recovered from cash flow over 12 years of operations. Amounts that
cannot be repaid during this period will be added to the initial $2 million
paid fee.
15%
HCD Form 202 (rev. November 2021) 2
D
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KH 542765.14
EXHIBIT C
CONSTRUCTION DRAW SCHEDULE
[Will be attached prior to closing]

DMFIRM #41903568 v25 D-1
KH 542765.14
EXHIBIT D
FEDERAL LABOR STANDARDS CONTRACT ADDENDUM
[Attached]
HUD-4010 (06/2022)
Previous editions are obsolete. Page 1 of 5 ref. Handbook 1344.1
HUD-4010 U.S. Department of Housing and Urban Development
Federal Labor Standards Provisions Office of Davis-Bacon and Labor Standards

A. APPLICABILITY
The Project or Program to which the construction work covered by this Contract pertains is being assisted by the United States
of America, and the following Federal Labor Standards Provisions are included in this Contract pursuant to the provisions
applicable to such Federal assistance.
(1) MINIMUM WAGES
(i) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less
often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions
as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR Part 3)), the full
amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment, computed at
rates not less than those contained in the wage determination of the Secretary of Labor (which is attached hereto and
made a part hereof), regardless of any contractual relationship which may be alleged to exist between the contractor
and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits
under Section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such
laborers or mechanics, subject to the provisions of 29 CFR 5.5(a)(1)(iv); also, regular contributions made or costs
incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs, which
cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period.
Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination
for the classification of work actually performed, without regard to skill, except as provided in 29 CFR 5.5(a)(4).
Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for
each classification for the time actually worked therein: Provided, that the employer’s payroll records accurately set
forth the time spent in each classification in which work is performed. The wage determination (including any
additional classification and wage rates conformed under 29 CFR 5.5(a)(1)(ii) and the Davis-Bacon poster (WH1321))
shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and
accessible place, where it can be easily seen by the workers.
(ii) Additional Classifications.
(A) Any class of laborers or mechanics which is not listed in the wage determination and which is to be employed
under the contract shall be classified in conformance with the wage determination. HUD shall approve an
additional classification and wage rate and fringe benefits therefor only when the following criteria have been met:
(1) The work to be performed by the classification requested is not performed by a classification in the wage
determination;
(2) The classification is utilized in the area by the construction industry; and
(3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage
rates contained in the wage determination.
(B) If the contractor, the laborers and mechanics to be employed in the classification (if known), or their
representatives, and HUD or its designee agree on the proposed classification and wage rate (including the amount
designated for fringe benefits, where appropriate), a report of the action taken shall be sent by HUD or its
designee to the Administrator of the Wage and Hour Division (“Administrator”), Employment Standards
Administration, U.S. Department of Labor, Washington, D.C. 20210. The Administrator, or an authorized
representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt
and so advise HUD or its designee or will notify HUD or its designee within the 30-day period that additional time is
necessary. (Approved by the Office of Management and Budget (“OMB”) under OMB control number 1235-0023.)
(C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives,
or HUD or its designee do not agree on the proposed classification and wage rate (including the amount
designated for fringe benefits, where appropriate), HUD or its designee shall refer the questions, including the
views of all interested parties and the recommendation of HUD or its designee, to the Administrator for
determination. The Administrator, or an authorized representative, will issue a determination within 30 days of
receipt and so advise HUD or its designee or will notify HUD or its designee within the 30-day period that
additional time is necessary. (Approved by the Office of Management and Budget under OMB Control Number
1235-0023.)

HUD-4010 (06/2022)
Previous editions are obsolete. Page 2 of 5 ref. Handbook 1344.1
(D) The wage rate (including fringe benefits, where appropriate) determined pursuant to subparagraphs (1)(ii)(B) or (C)
of this paragraph, shall be paid to all workers performing work in the classification under this Contract from the
first day on which work is performed in the classification.
(iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe
benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage
determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof.
(iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the
wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits
under a plan or program, Provided, that the Secretary of Labor has found, upon the written request of the contractor,
that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor
to set aside in a separate account assets for the meeting of obligations under the plan or program. (Approved by the
Office of Management and Budget under OMB Control Number 1235-0023.)
(2) Withholding. HUD or its designee shall, upon its own action or upon written request of an authorized representative of the
U.S. Department of Labor, withhold or cause to be withheld from the contractor under this contract or any other Federal
contract with the same prime contractor, or any other Federally-assisted contract subject to Davis-Bacon prevailing wage
requirements which is held by the same prime contractor, so much of the accrued payments or advances as may be
considered necessary to pay laborers and mechanics, including apprentices, trainees and helpers, employed by the
contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer
or mechanic, including any apprentice, trainee or helper, employed or working on the site of the work, all or part of the
wages required by the contract, HUD or its designee may, after written notice to the contractor, sponsor, applicant, or
owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of
funds until such violations have ceased. HUD or its designee may, after written notice to the contractor, disburse such
amounts withheld for and on account of the contractor or subcontractor to the respective employees to whom they are
due. The U.S. Department of Labor shall make such disbursements in the case of direct Davis-Bacon Act contracts.

(3) Payrolls and basic records.
(i) Maintaining Payroll Records. Payrolls and basic records relating thereto shall be maintained by the contractor during
the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at
the site of the work. Such records shall contain the name, address, and social security number of each such worker, his
or her correct classification(s), hourly rates of wages paid (including rates of contributions or costs anticipated for bona
fide fringe benefits or cash equivalents thereof of the types described in Section 1(b)(2)(B) of the Davis-Bacon Act),
daily and weekly number of hours worked, deductions made, and actual wages paid.
Whenever the Secretary of Labor has found, under 29 CFR 5.5(a)(1)(iv), that the wages of any laborer or mechanic
include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in
Section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to
provide such benefits is enforceable, that the plan or prog ram is financially responsible, and that the plan or program
has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated
or the actual cost incurred in providing such benefits.
Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the
registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and
trainees, and the ratios and wage rates prescribed in the applicable programs. (Approved by the Office of Management
and Budget under OMB Control Numbers 1235-0023 and 1215-0018)
(ii) Certified Payroll Reports.
(A) The contractor shall submit weekly, for each week in which any contract work is performed, a copy of all payrolls
to HUD or its designee if the agency is a party to the contract, but if the agency is not such a party, the contractor
will submit the payrolls to the applicant sponsor, or owner, as the case may be, for transmission to HUD or its
designee. The payrolls submitted shall set out accurately and completely all of the information required to be
maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be
included on weekly transmittals. Instead, the payrolls only need to include an individually identifying number for
each employee (e.g., the last four digits of the employee’s social security number). The required weekly payroll
information may be submitted in any form desired. Optional Form WH-347 is available for this purpose from the
Wage and Hour Division Web site at https://www.dol.gov/agencies/whd/forms or its successor site. The prime
contractor is responsible for the submission of copies of payrolls by all subcontractors.
HUD-4010 (06/2022)
Previous editions are obsolete. Page 3 of 5 ref. Handbook 1344.1
Contractors and subcontractors shall maintain the full soci al security number and current address of each covered
worker, and shall provide them upon request to HUD or its designee if the agency is a party to the contract, but if
the agency is not such a party, the contractor will submit the payrolls to the applicant sponsor, or owner, as the
case may be, for transmission to HUD or its designee, the contractor, or the Wage and Hour Division of the U.S.
Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It
is not a violation of this subparagraph for a prime contractor to require a subcontractor to provide addresses and
social security numbers to the prime contractor for its own records, without weekly submission to HUD or its
designee. (Approved by the Office of Management and Budget under OMB Control Number 1235-0008.)
(B) Each payroll submitted shall be accompanied by a “Statement of Compliance,” signed by the contractor or
subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract
and shall certify the following:
(1) That the payroll for the payroll period contains the information required to be provided under 29 CFR
5.5(a)(3)(ii), the appropriate information is being maintained under 29 CFR 5.5(a)(3)(i), and that such
information is correct and complete;
(2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract
during the payroll period has been paid the full weekly wages earned, without rebate, either directly or
indirectly, and that no deductions have been made either directly or indirectly from the full wages earned,
other than permissible deductions as set forth in 29 CFR Part 3;
(3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or
cash equivalents for the classification of work performed, as specified in the applicable wage determination
incorporated into the contract; and
(C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347
shall satisfy the requirement for submission of the “Statement of Compliance” required by subparagraph
(a)(3)(ii)(b).
(D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal
prosecution under Section 1001 of Title 18 and Section 3729 of Title 31 of the United States Code.
(iii) The contractor or subcontractor shall make the records re quired under subparagraph (a)(3)(i) available for inspection,
copying, or transcription by authorized representatives of HUD or its designee or the U.S. Department of Labor, and
shall permit such representatives to interview employees during working hours on the job. If the contractor or
subcontractor fails to submit the required records or to make them available, HUD or its designee may, after written
notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of
any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon
request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12.
(4) Apprentices and Trainees.
(i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed
when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with
the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer
and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or
her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not
individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer
and Labor Services, or a State Apprenticeship Agency (where appropriate), to be eligible for probationary employment
as an apprentice.
The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the
ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a
payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less
than the applicable wage rate on the wage determination for the classification of work actually performed. In addition,
any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be
paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a
contractor is performing construction on a project in a loca lity other than that in which its program is registered, the
ratios and wage rates (expressed in percentages of the journeyman’s hourly rate) specified in the contractor’s or
subcontractor’s registered program shall be observed.
Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice’s level of
progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination.
Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program.
HUD-4010 (06/2022)
Previous editions are obsolete. Page 4 of 5 ref. Handbook 1344.1
If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe
benefits listed on the wage determination for the applicable classification. If the Administrator determines that a
different practice prevails for the applicable apprentice classification, fringe benefits shall be paid in accordance with
that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State
Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will
no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed
until an acceptable program is approved.
(ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate
for the work performed, unless they are employed pursuant to and individually registered in a program which has
received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training
Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan
approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate
specified in the approved program for the trainee’s level of progress, expressed as a percentage of the journeyman
hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with
the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid
the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour
Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate
on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the
payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and
Training Administration shall be paid not less than the ap plicable wage rate on the wage determination for the work
actually performed.
In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program
shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the
event the Employment and Training Administration withdraws approval of a training program, the contractor will no
longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an
acceptable program is approved.
(iii) Equal employment opportunity. The utilization of apprentices, trainees, and journeymen under 29 CFR Part 5 shall be
in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29
CFR Part 30.
(5) Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR Part 3, which
are incorporated by reference in this Contract.
(6) Subcontracts. The contractor or subcontractor will insert in any subcontracts the clauses contained in subparagraphs (1)
through (11) in this paragraph (a) and such other clauses as HUD or its designee may, by appropriate instructions, require,
and a copy of the applicable prevailing wage decision, and also a clause requiring the subcontractors to include these
clauses in any lower tier subcontracts. The prime contractor sh all be responsible for the compliance by any subcontractor or
lower tier subcontractor with all the contract clauses in this paragraph.
(7) Contract termination; debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the
contract and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12.
(8) Compliance with Davis-Bacon and Related Act Requirements. All rulings and interpretations of the Davis-Bacon and
Related Acts contained in 29 CFR Parts 1, 3, and 5 are herein incorporated by reference in this Contract.
(9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this Contract shall not be
subject to the general disputes clause of this Contract. Such disputes shall be resolved in accordance with the procedures of
the U.S. Department of Labor set forth in 29 CFR Parts 5, 6, and 7. Disputes within the meaning of this clause include
disputes between the contractor (or any of its subcontractors) and HUD or its designee, the U.S. Department of Labor, or
the employees or their representatives.

(10) Certification of Eligibility.
(i) By entering into this Contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an
interest in the contractor’s firm is a person or firm ineligible to be awarded Government contracts by virtue of Section
3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1) or to be awarded HUD contracts or participate in HUD programs
pursuant to 24 CFR Part 24.
HUD-4010 (06/2022)
Previous editions are obsolete. Page 5 of 5 ref. Handbook 1344.1
(ii) No part of this Contract shall be subcontracted to any person or firm ineligible for award of a Government contract by
virtue of Section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1) or to be awarded HUD contracts or participate in HUD
programs pursuant to 24 CFR Part 24.
(iii) Anyone who knowingly makes, presents, or submits a false, fictitious, or fraudulent statement, representation or
certification is subject to criminal, civil and/or administrative sanctions, including fines, penalties, and imprisonment
(e.g., 18 U.S.C. ΑΑ 287, 1001, 1010, 1012ʡ 31 U.S.C. ΑΑ 3729, 3802.
(11) Complaints, Proceedings, or Testimony by Employees. No laborer or mechanic, to whom the wage, salary, or other labor
standards provisions of this Contract are applicable, shall be discharged or in any other manner discriminated against by the
contractor or any subcontractor because such employee has filed any complaint or instituted or caused to be instituted any
proceeding or has testified or is about to testify in any proceeding under or relating to the labor standards applicable under
this Contract to his employer.
B. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT
The provisions of this paragraph (b) are applicable where the amount of the prime contract exceeds $100,000. As used in this
paragraph, the terms “laborers” and “mechanics” include watchmen and guards.
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work, which may require
or involve the employment of laborers or mechanics, shall require or permit any such laborer or mechanic in any workweek
in which the individual is employed on such work to work in excess of 40 hours in such workweek, unless such laborer or
mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in
excess of 40 hours in such workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in
subparagraph B(1) of this paragraph, the contractor, and any subcontractor responsible therefor, shall be liable for the
unpaid wages. In addition, such contractor and subcontractor sh all be liable to the United States (in the case of work done
under contract for the District of Columbia or a territory, to such District or to such territory) for liquidated damages. Such
liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and
guards, employed in violation of the clause set forth in subparagraph B(1) of this paragraph, in the sum set by the U.S.
Department of Labor at 29 CFR 5.5(b)(2) for each calendar day on which such individual was required or permitted to work
in excess of the standard workweek of 40 hours without payment of the overtime wages required by the clause set forth in
subparagraph B(1) of this paragraph. In accordance with the Federal Civil Penalties Inflation Adjustment Act of 1990 (28
U.S.C. § 2461 Note), the DOL adjusts this civil monetary penalty for inflation no later than January 15 each year.
(3) Withholding for unpaid wages and liquidated damages. HUD or its designee shall, upon its own action or upon written
request of an authorized representative of the U.S. Department of Labor, withhold or cause to be withheld from any
moneys payable on account of work performed by the contractor or subcontractor under any such contract, or any other
Federal contract with the same prime contract, or any other Federally-assisted contract subject to the Contract Work Hours
and Safety Standards Act which is held by the same prime contractor, such sums as may be determined to be necessary to
satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages, as provided in the
clause set forth in subparagraph B(2) of this paragraph.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in subparagraph B(1)
through (4) of this paragraph and also a clause requiring the subcontractors to include these clauses in any lower tier
subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor
with the clauses set forth in subparagraphs B(1) through (4) of this paragraph.
C. HEALTH AND SAFETY
The provisions of this paragraph (c) are applicable where the amount of the prime contract exceeds $100,000.
(1) No laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary,
hazardous, or dangerous to his or her health and safety, as determined under construction safety and health standards
promulgated by the Secretary of Labor by regulation.
(2) The contractor shall comply with all regulations issued by the Secretary of Labor pursuant to 29 CFR Part 1926 and failure to
comply may result in imposition of sanctions pursuant to the Contract Work Hours and Safety Standards Act, (Public Law
91-54, 83 Stat 96), 40 U.S.C. § 3701 et seq.
(3) The contractor shall include the provisions of this paragraph in every subcontract, so that such provisions will be binding on
each subcontractor. The contractor shall take such action with respect to any subcontractor as the Secretary of Housing and
Urban Development or the Secretary of Labor shall direct as a means of enforcing such provisions.
Presidential Documents
22835 Federal Register / Vol. 86, No. 82 / Friday, April 30, 2021 / Presidential Documents
Executive Order 14026 of April 27, 2021
Increasing the Minimum Wage for Federal Contractors
By the authority vested in me as President by the Constitution and the
laws of the United States of America, including the Federal Property and
Administrative Services Act, 40 U.S.C. 101 et seq., and in order to promote
economy and efficiency in procurement by contracting with sources that
adequately compensate their workers, it is hereby ordered as follows:
Section 1 . Policy. This order promotes economy and efficiency in Federal
procurement by increasing the hourly minimum wage paid by the parties
that contract with the Federal Government to $15.00 for those workers
working on or in connection with a Federal Government contract as described
in section 8 of this order. Raising the minimum wage enhances worker
productivity and generates higher-quality work by boosting workers’ health,
morale, and effort; reducing absenteeism and turnover; and lowering super-
visory and training costs. Accordingly, ensuring that Federal contractors
pay their workers an hourly wage of at least $15.00 will bolster economy
and efficiency in Federal procurement.
Sec. 2 . Increasing the Minimum Wage for Federal Contractors and Sub-
contractors. (a) Executive departments and agencies, including independent
establishments subject to the Federal Property and Administrative Services
Act, 40 U.S.C. 102(4)(A), (5) (agencies), shall, to the extent permitted by
law, ensure that contracts and contract-like instruments (as defined in regula-
tions issued pursuant to section 4(a) of this order and as described in
section 8(a) of this order) include a clause that the contractor and any
covered subcontractors (as defined in regulations issued pursuant to section
4(a) of this order) shall incorporate into lower-tier subcontracts. This clause
shall specify that, as a condition of payment, the minimum wage to be
paid to workers employed in the performance of the contract or any covered
subcontract thereunder, including workers whose wages are calculated pursu-
ant to special certificates issued under section 14(c) of the Fair Labor Stand-
ards Act of 1938 (29 U.S.C. 214(c)), shall be at least:
(i) $15.00 per hour, beginning January 30, 2022; and
(ii) beginning January 1, 2023, and annually thereafter, an amount deter-
mined by the Secretary of Labor (Secretary). The amount shall be published
by the Secretary at least 90 days before such new minimum wage is
to take effect and shall be:
(A) not less than the amount in effect on the date of such determination;
(B) increased from such amount by the annual percentage increase in
the Consumer Price Index for Urban Wage Earners and Clerical Workers
(United States city average, all items, not seasonally adjusted), or its
successor publication, as determined by the Bureau of Labor Statistics;
and
(C) rounded to the nearest multiple of $0.05.
(b) In calculating the annual percentage increase in the Consumer Price
Index for purposes of subsection (a)(ii)(B) of this section, the Secretary
shall compare such Consumer Price Index for the most recent month, quarter,
or year available (as selected by the Secretary prior to the first year for
which a minimum wage is in effect pursuant to subsection (a)(ii)(B) of
this section) with the Consumer Price Index for the same month in the
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22836 Federal Register / Vol. 86, No. 82 / Friday, April 30, 2021 / Presidential Documents
preceding year, the same quarter in the preceding year, or the preceding
year, respectively.
(c) Nothing in this order shall excuse noncompliance with any applicable
Federal or State prevailing wage law, or any applicable law or municipal
ordinance establishing a minimum wage higher than the minimum wage
established under this order.
Sec. 3. Application to Tipped Workers. (a) For workers covered under section
2 of this order who are tipped employees pursuant to section 3(t) of the
Fair Labor Standards Act of 1938 (29 U.S.C. 203(t)), the cash wage that
must be paid by an employer to such workers shall be at least:
(i) $10.50 per hour, beginning January 30, 2022;
(ii) beginning January 1, 2023, 85 percent of the wage in effect under
section 2 of this order, rounded to the nearest multiple of $0.05; and
(iii) beginning January 1, 2024, and for each subsequent year, 100 percent
of the wage in effect under section 2 of this order.
(b) Where workers do not receive a sufficient additional amount on account
of tips, when combined with the hourly cash wage paid by the employer,
such that their wages are equal to the minimum wage under section 2
of this order, the cash wage paid by the employer, as set forth in this
section for those workers, shall be increased such that their wages equal
the minimum wage under section 2 of this order. Consistent with applicable
law, if the wage required to be paid under the Service Contract Act, 41
U.S.C. 6701 et seq. , or any other applicable law or regulation is higher
than the wage required under section 2 of this order, the employer shall
pay additional cash wages sufficient to meet the highest wage required
to be paid.
Sec. 4 . Regulations and Implementation. (a) The Secretary shall, consistent
with applicable law, issue regulations by November 24, 2021, to implement
the requirements of this order. Such regulations shall include both definitions
of relevant terms and, as appropriate, exclusions from the requirements
of this order. Within 60 days of the Secretary issuing such regulations,
the Federal Acquisition Regulatory Council, to the extent permitted by law,
shall amend the Federal Acquisition Regulation to provide for inclusion
in Federal procurement solicitations, contracts, and contract-like instruments
subject to this order the clause described in section 2(a) of this order.
(b) Within 60 days of the Secretary issuing regulations pursuant to sub-
section (a) of this section, agencies shall take steps, to the extent permitted
by law, to exercise any applicable authority to ensure that contracts and
contract-like instruments as described in sections 8(a)(i)(C) and (D) of this
order, entered into on or after January 30, 2022, consistent with the effective
date of such agency action, comply with the requirements set forth in
sections 2 and 3 of this order.
(c) Any regulations issued pursuant to this section should, to the extent
practicable, incorporate existing definitions, principles, procedures, remedies,
and enforcement processes under the Fair Labor Standards Act of 1938,
29 U.S.C. 201 et seq. ; the Service Contract Act, 41 U.S.C. 6701 et seq. ;
the Davis-Bacon Act, 40 U.S.C. 3141 et seq. ; Executive Order 13658 of
February 12, 2014 (Establishing a Minimum Wage for Contractors); and
regulations issued to implement that order.
Sec. 5 . Enforcement. (a) The Secretary shall have the authority for inves-
tigating potential violations of and obtaining compliance with this order.
(b) This order creates no rights under the Contract Disputes Act, 41 U.S.C.
7101 et seq. , and disputes regarding whether a contractor has paid the
wages prescribed by this order, as appropriate and consistent with applicable
law, shall be disposed of only as provided by the Secretary in regulations
issued pursuant to this order.
Sec. 6 . Revocation of Certain Presidential Actions. Executive Order 13838
of May 25, 2018 (Exemption From Executive Order 13658 for Recreational
Services on Federal Lands), is revoked as of January 30, 2022. Executive
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22837 Federal Register / Vol. 86, No. 82 / Friday, April 30, 2021 / Presidential Documents
Order 13658 of February 12, 2014 (Establishing a Minimum Wage for Contrac-
tors), is superseded, as of January 30, 2022, to the extent it is inconsistent
with this order.
Sec. 7 . Severability. If any provision of this order, or the application of
any provision of this order to any person or circumstance, is held to be
invalid, the remainder of this order and its application to any other person
or circumstance shall not be affected thereby.
Sec. 8 . Applicability. (a) This order shall apply to any new contract; new
contract-like instrument; new solicitation; extension or renewal of an existing
contract or contract-like instrument; and exercise of an option on an existing
contract or contract-like instrument, if (i):
(A) it is a procurement contract or contract-like instrument for services
or construction;
(B) it is a contract or contract-like instrument for services covered by
the Service Contract Act;
(C) it is a contract or contract-like instrument for concessions, including
any concessions contract excluded by Department of Labor regulations
at 29 CFR 4.133(b); or
(D) it is a contract or contract-like instrument entered into with the
Federal Government in connection with Federal property or lands and
related to offering services for Federal employees, their dependents, or
the general public; and
(ii) the wages of workers under such contract or contract-like instrument
are governed by the Fair Labor Standards Act, the Service Contract Act,
or the Davis-Bacon Act.
(b) For contracts or contract-like instruments covered by the Service Con-
tract Act or the Davis-Bacon Act, this order shall apply only to contracts
or contract-like instruments at the thresholds specified in those statutes.
Where workers’ wages are governed by the Fair Labor Standards Act of
1938, this order shall apply only to procurement contracts or contract-
like instruments that exceed the micro-purchase threshold, as defined in
41 U.S.C. 1902(a), unless expressly made subject to this order pursuant
to regulations or actions taken under section 4 of this order.
(c) This order shall not apply to grants; contracts, contract-like instruments,
or agreements with Indian Tribes under the Indian Self-Determination and
Education Assistance Act (Public Law 93–638), as amended; or any contracts
or contract-like instruments expressly excluded by the regulations issued
pursuant to section 4(a) of this order.
Sec. 9 . Effective Date. (a) This order is effective immediately and shall
apply to new contracts; new contract-like instruments; new solicitations;
extensions or renewals of existing contracts or contract-like instruments;
and exercises of options on existing contracts or contract-like instruments,
as described in section 8(a) in this order, where the relevant contract or
contract-like instrument will be entered into, the relevant contract or contract-
like instrument will be extended or renewed, or the relevant option will
be exercised, on or after:
(i) January 30, 2022, consistent with the effective date for the action
taken by the Federal Acquisition Regulatory Council pursuant to section
4(a) of this order; or
(ii) for contracts where an agency action is taken pursuant to section
4(b) of this order, January 30, 2022, consistent with the effective date
for such action.
(b) As an exception to subsection (a) of this section, where agencies
have issued a solicitation before the effective date for the relevant action
taken pursuant to section 4 of this order and entered into a new contract
or contract-like instrument resulting from such solicitation within 60 days
of such effective date, such agencies are strongly encouraged but not required
to ensure that the minimum wages specified in sections 2 and 3 of this
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22838 Federal Register / Vol. 86, No. 82 / Friday, April 30, 2021 / Presidential Documents
order are paid in the new contract or contract-like instrument. But if that
contract or contract-like instrument is subsequently extended or renewed,
or an option is subsequently exercised under that contract or contract-
like instrument, the minimum wages specified in sections 2 and 3 of this
order shall apply to that extension, renewal, or option.
(c) For all existing contracts and contract-like instruments, solicitations
issued between the date of this order and the effective dates set forth
in this section, and contracts and contract-like instruments entered into
between the date of this order and the effective dates set forth in this
section, agencies are strongly encouraged, to the extent permitted by law,
to ensure that the hourly wages paid under such contracts or contract-
like instruments are consistent with the minimum wages specified in sections
2 and 3 of this order.
Sec. 10 . General Provisions. (a) Nothing in this order shall be construed
to impair or otherwise affect:
(i) the authority granted by law to an executive department or agency,
or the head thereof; or
(ii) the functions of the Director of the Office of Management and Budget
relating to budgetary, administrative, or legislative proposals.
(b) This order shall be implemented consistent with applicable law and
subject to the availability of appropriations.
(c) This order is not intended to, and does not, create any right or benefit,
substantive or procedural, enforceable at law or in equity by any party
against the United States, its departments, agencies, or entities, its officers,
employees, or agents, or any other person.
THE WHITE HOUSE,
April 27, 2021.
[FR Doc. 2021–09263
Filed 4–29–21; 8:45 am]
Billing code 3295–F1–P
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Presidential Documents
22835 Federal Register / Vol. 86, No. 82 / Friday, April 30, 2021 / Presidential Documents
Executive Order 14026 of April 27, 2021
Increasing the Minimum Wage for Federal Contractors
By the authority vested in me as President by the Constitution and the
laws of the United States of America, including the Federal Property and
Administrative Services Act, 40 U.S.C. 101 et seq., and in order to promote
economy and efficiency in procurement by contracting with sources that
adequately compensate their workers, it is hereby ordered as follows:
Section 1 . Policy. This order promotes economy and efficiency in Federal
procurement by increasing the hourly minimum wage paid by the parties
that contract with the Federal Government to $15.00 for those workers
working on or in connection with a Federal Government contract as described
in section 8 of this order. Raising the minimum wage enhances worker
productivity and generates higher-quality work by boosting workers’ health,
morale, and effort; reducing absenteeism and turnover; and lowering super-
visory and training costs. Accordingly, ensuring that Federal contractors
pay their workers an hourly wage of at least $15.00 will bolster economy
and efficiency in Federal procurement.
Sec. 2 . Increasing the Minimum Wage for Federal Contractors and Sub-
contractors. (a) Executive departments and agencies, including independent
establishments subject to the Federal Property and Administrative Services
Act, 40 U.S.C. 102(4)(A), (5) (agencies), shall, to the extent permitted by
law, ensure that contracts and contract-like instruments (as defined in regula-
tions issued pursuant to section 4(a) of this order and as described in
section 8(a) of this order) include a clause that the contractor and any
covered subcontractors (as defined in regulations issued pursuant to section
4(a) of this order) shall incorporate into lower-tier subcontracts. This clause
shall specify that, as a condition of payment, the minimum wage to be
paid to workers employed in the performance of the contract or any covered
subcontract thereunder, including workers whose wages are calculated pursu-
ant to special certificates issued under section 14(c) of the Fair Labor Stand-
ards Act of 1938 (29 U.S.C. 214(c)), shall be at least:
(i) $15.00 per hour, beginning January 30, 2022; and
(ii) beginning January 1, 2023, and annually thereafter, an amount deter-
mined by the Secretary of Labor (Secretary). The amount shall be published
by the Secretary at least 90 days before such new minimum wage is
to take effect and shall be:
(A) not less than the amount in effect on the date of such determination;
(B) increased from such amount by the annual percentage increase in
the Consumer Price Index for Urban Wage Earners and Clerical Workers
(United States city average, all items, not seasonally adjusted), or its
successor publication, as determined by the Bureau of Labor Statistics;
and
(C) rounded to the nearest multiple of $0.05.
(b) In calculating the annual percentage increase in the Consumer Price
Index for purposes of subsection (a)(ii)(B) of this section, the Secretary
shall compare such Consumer Price Index for the most recent month, quarter,
or year available (as selected by the Secretary prior to the first year for
which a minimum wage is in effect pursuant to subsection (a)(ii)(B) of
this section) with the Consumer Price Index for the same month in the
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22836 Federal Register / Vol. 86, No. 82 / Friday, April 30, 2021 / Presidential Documents
preceding year, the same quarter in the preceding year, or the preceding
year, respectively.
(c) Nothing in this order shall excuse noncompliance with any applicable
Federal or State prevailing wage law, or any applicable law or municipal
ordinance establishing a minimum wage higher than the minimum wage
established under this order.
Sec. 3. Application to Tipped Workers. (a) For workers covered under section
2 of this order who are tipped employees pursuant to section 3(t) of the
Fair Labor Standards Act of 1938 (29 U.S.C. 203(t)), the cash wage that
must be paid by an employer to such workers shall be at least:
(i) $10.50 per hour, beginning January 30, 2022;
(ii) beginning January 1, 2023, 85 percent of the wage in effect under
section 2 of this order, rounded to the nearest multiple of $0.05; and
(iii) beginning January 1, 2024, and for each subsequent year, 100 percent
of the wage in effect under section 2 of this order.
(b) Where workers do not receive a sufficient additional amount on account
of tips, when combined with the hourly cash wage paid by the employer,
such that their wages are equal to the minimum wage under section 2
of this order, the cash wage paid by the employer, as set forth in this
section for those workers, shall be increased such that their wages equal
the minimum wage under section 2 of this order. Consistent with applicable
law, if the wage required to be paid under the Service Contract Act, 41
U.S.C. 6701 et seq. , or any other applicable law or regulation is higher
than the wage required under section 2 of this order, the employer shall
pay additional cash wages sufficient to meet the highest wage required
to be paid.
Sec. 4 . Regulations and Implementation. (a) The Secretary shall, consistent
with applicable law, issue regulations by November 24, 2021, to implement
the requirements of this order. Such regulations shall include both definitions
of relevant terms and, as appropriate, exclusions from the requirements
of this order. Within 60 days of the Secretary issuing such regulations,
the Federal Acquisition Regulatory Council, to the extent permitted by law,
shall amend the Federal Acquisition Regulation to provide for inclusion
in Federal procurement solicitations, contracts, and contract-like instruments
subject to this order the clause described in section 2(a) of this order.
(b) Within 60 days of the Secretary issuing regulations pursuant to sub-
section (a) of this section, agencies shall take steps, to the extent permitted
by law, to exercise any applicable authority to ensure that contracts and
contract-like instruments as described in sections 8(a)(i)(C) and (D) of this
order, entered into on or after January 30, 2022, consistent with the effective
date of such agency action, comply with the requirements set forth in
sections 2 and 3 of this order.
(c) Any regulations issued pursuant to this section should, to the extent
practicable, incorporate existing definitions, principles, procedures, remedies,
and enforcement processes under the Fair Labor Standards Act of 1938,
29 U.S.C. 201 et seq. ; the Service Contract Act, 41 U.S.C. 6701 et seq. ;
the Davis-Bacon Act, 40 U.S.C. 3141 et seq. ; Executive Order 13658 of
February 12, 2014 (Establishing a Minimum Wage for Contractors); and
regulations issued to implement that order.
Sec. 5 . Enforcement. (a) The Secretary shall have the authority for inves-
tigating potential violations of and obtaining compliance with this order.
(b) This order creates no rights under the Contract Disputes Act, 41 U.S.C.
7101 et seq. , and disputes regarding whether a contractor has paid the
wages prescribed by this order, as appropriate and consistent with applicable
law, shall be disposed of only as provided by the Secretary in regulations
issued pursuant to this order.
Sec. 6 . Revocation of Certain Presidential Actions. Executive Order 13838
of May 25, 2018 (Exemption From Executive Order 13658 for Recreational
Services on Federal Lands), is revoked as of January 30, 2022. Executive
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22837 Federal Register / Vol. 86, No. 82 / Friday, April 30, 2021 / Presidential Documents
Order 13658 of February 12, 2014 (Establishing a Minimum Wage for Contrac-
tors), is superseded, as of January 30, 2022, to the extent it is inconsistent
with this order.
Sec. 7 . Severability. If any provision of this order, or the application of
any provision of this order to any person or circumstance, is held to be
invalid, the remainder of this order and its application to any other person
or circumstance shall not be affected thereby.
Sec. 8 . Applicability. (a) This order shall apply to any new contract; new
contract-like instrument; new solicitation; extension or renewal of an existing
contract or contract-like instrument; and exercise of an option on an existing
contract or contract-like instrument, if (i):
(A) it is a procurement contract or contract-like instrument for services
or construction;
(B) it is a contract or contract-like instrument for services covered by
the Service Contract Act;
(C) it is a contract or contract-like instrument for concessions, including
any concessions contract excluded by Department of Labor regulations
at 29 CFR 4.133(b); or
(D) it is a contract or contract-like instrument entered into with the
Federal Government in connection with Federal property or lands and
related to offering services for Federal employees, their dependents, or
the general public; and
(ii) the wages of workers under such contract or contract-like instrument
are governed by the Fair Labor Standards Act, the Service Contract Act,
or the Davis-Bacon Act.
(b) For contracts or contract-like instruments covered by the Service Con-
tract Act or the Davis-Bacon Act, this order shall apply only to contracts
or contract-like instruments at the thresholds specified in those statutes.
Where workers’ wages are governed by the Fair Labor Standards Act of
1938, this order shall apply only to procurement contracts or contract-
like instruments that exceed the micro-purchase threshold, as defined in
41 U.S.C. 1902(a), unless expressly made subject to this order pursuant
to regulations or actions taken under section 4 of this order.
(c) This order shall not apply to grants; contracts, contract-like instruments,
or agreements with Indian Tribes under the Indian Self-Determination and
Education Assistance Act (Public Law 93–638), as amended; or any contracts
or contract-like instruments expressly excluded by the regulations issued
pursuant to section 4(a) of this order.
Sec. 9 . Effective Date. (a) This order is effective immediately and shall
apply to new contracts; new contract-like instruments; new solicitations;
extensions or renewals of existing contracts or contract-like instruments;
and exercises of options on existing contracts or contract-like instruments,
as described in section 8(a) in this order, where the relevant contract or
contract-like instrument will be entered into, the relevant contract or contract-
like instrument will be extended or renewed, or the relevant option will
be exercised, on or after:
(i) January 30, 2022, consistent with the effective date for the action
taken by the Federal Acquisition Regulatory Council pursuant to section
4(a) of this order; or
(ii) for contracts where an agency action is taken pursuant to section
4(b) of this order, January 30, 2022, consistent with the effective date
for such action.
(b) As an exception to subsection (a) of this section, where agencies
have issued a solicitation before the effective date for the relevant action
taken pursuant to section 4 of this order and entered into a new contract
or contract-like instrument resulting from such solicitation within 60 days
of such effective date, such agencies are strongly encouraged but not required
to ensure that the minimum wages specified in sections 2 and 3 of this
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22838 Federal Register / Vol. 86, No. 82 / Friday, April 30, 2021 / Presidential Documents
order are paid in the new contract or contract-like instrument. But if that
contract or contract-like instrument is subsequently extended or renewed,
or an option is subsequently exercised under that contract or contract-
like instrument, the minimum wages specified in sections 2 and 3 of this
order shall apply to that extension, renewal, or option.
(c) For all existing contracts and contract-like instruments, solicitations
issued between the date of this order and the effective dates set forth
in this section, and contracts and contract-like instruments entered into
between the date of this order and the effective dates set forth in this
section, agencies are strongly encouraged, to the extent permitted by law,
to ensure that the hourly wages paid under such contracts or contract-
like instruments are consistent with the minimum wages specified in sections
2 and 3 of this order.
Sec. 10 . General Provisions. (a) Nothing in this order shall be construed
to impair or otherwise affect:
(i) the authority granted by law to an executive department or agency,
or the head thereof; or
(ii) the functions of the Director of the Office of Management and Budget
relating to budgetary, administrative, or legislative proposals.
(b) This order shall be implemented consistent with applicable law and
subject to the availability of appropriations.
(c) This order is not intended to, and does not, create any right or benefit,
substantive or procedural, enforceable at law or in equity by any party
against the United States, its departments, agencies, or entities, its officers,
employees, or agents, or any other person.
THE WHITE HOUSE,
April 27, 2021.
[FR Doc. 2021–09263
Filed 4–29–21; 8:45 am]
Billing code 3295–F1–P
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DMFIRM #41903568 v25 E-1
KH 542765.14
EXHIBIT E
DAVIS-BACON WAGE DETERMINATION
[Attached]
"General Decision
Number: DC20240003
08/02/2024

Superseded General
Decision Number:
DC20230003

State: District of
Columbia

Construction Type:
Residential

County: District of
Columbia Statewide.

RESIDENTIAL CONSTRUCTION PROJECTS (consisting of single
family
homes and apartments up to and including 4 stories).

Note: Contracts subject to the Davis-Bacon Act are
generally
required to pay at least the applicable minimum wage rate
required under Executive Order 14026 or Executive Order
13658.
Please note that these Executive Orders apply to covered
contracts entered into by the federal government that are
subject to the Davis-Bacon Act itself, but do not apply to
contracts subject only to the Davis-Bacon Related Acts,
including those set forth at 29 CFR 5.1(a)(1).

___________________________________________________________
___
|If the contract is entered |. Executive Order 14026
|
|into on or after January 30, | generally applies to the
|
|2022, or the contract is | contract.
|
|renewed or extended (e.g., an |. The contractor must pay
|
|option is exercised) on or | all covered workers at
|

5610 COLORADO COOPERATIVE PROJECT:

Residential Decision No.: DC20240003

Modification No.: 4

Publication Date: 8/4/20234

LOCK-IN DATE: 10//2024 LABOR STANDARD- Construction must start by
5/1/2025, otherwise a new Wage Decision must be assigned.

MONITORS: Fabian Furr (Field/Admin) Office # (202) 442-7293 &
Work Cell # (202) 329-4117
|after January 30, 2022: | least $17.20 per hour (or
|
| | the applicable wage rate
|
| | listed on this wage
|
| | determination, if it is
|
| | higher) for all hours
|
| | spent performing on the
|
| | contract in 2024.
|
|______________________________|___________________________
__|
|If the contract was awarded on|. Executive Order 13658
|
|or between January 1, 2015 and| generally applies to the
|
|January 29, 2022, and the | contract.
|
|contract is not renewed or |. The contractor must pay
all|
|extended on or after January | covered workers at least
|
|30, 2022: | $12.90 per hour (or the
|
| | applicable wage rate
listed|
| | on this wage
determination,|
| | if it is higher) for all
|
| | hours spent performing on
|
| | that contract in 2024.
|
|______________________________|___________________________
__|

The applicable Executive Order minimum wage rate will be
adjusted annually. If this contract is covered by one of
the
Executive Orders and a classification considered necessary
for
performance of work on the contract does not appear on this
wage determination, the contractor must still submit a
conformance request.

Additional information on contractor requirements and
worker
protections under the Executive Orders is available at
http://www.dol.gov/whd/govcontracts.

Modification Number Publication Date
0 01/05/2024
1 01/12/2024
2 02/23/2024
3 07/12/2024
4 08/02/2024

ASBE0024-008 04/01/2021

Rates Fringes

ASBESTOS WORKER: HAZARDOUS
MATERIAL HANDLER.................$ 24.46 8.69+a

Includes preparation, wetting, stripping, removal,
scrapping,
vacuuming, bagging and disposing of all insulation
materials, whether they contain asbestos or not, from
mechanical systems

a. PAID HOLIDAYS: New Year's Day, Martin Luther King Day,
Memorial Day, Independence Day, Labor Day, Veterans' Day,
Thanksgiving Day,the day after Thanksgiving and Christmas
Day provided the employee works the regular work day
before
and after the paid holiday.

-----------------------------------------------------------
-----
ELEV0010-001 01/01/2024

Rates Fringes

ELEVATOR MECHANIC................$ 54.77 37.885+a+b

a. PAID HOLIDAYS: New Year's Day, Memorial Day,
Independence
Day, Labor Day, Veterans' Day, Thanksgiving Day,
Christmas
Day and the Friday after Thanksgiving.

b. VACATIONS: Employer contributes 8% of basic hourly
rate
for 5 years or more of service; 6% of basic hourly rate
for
6 months to 5 years of service as vacation pay credit.

-----------------------------------------------------------
-----
* PLUM0005-009 08/01/2024

Rates Fringes

PLUMBER..........................$ 28.45 14.36+a

a. PAID HOLIDAYS: Labor Day, Veterans' Day, Thanksgiving
Day
and the day after Thanksgiving, Christmas Day, New Year's
Day, Martin Luther King's Birthday, Memorial Day and the
Fourth of July.

-----------------------------------------------------------
-----
* PLUM0602-009 08/01/2024

Rates Fringes

PIPEFITTER (HVAC Pipe
Installation)....................$ 52.27 23.79+a

a. PAID HOLIDAYS: New Year's Day, Martin Luther King's
Birthday, Memorial Day, Independence Day, Labor Day,
Veterans' Day, Thanksgiving Day and the day after
Thanksgiving and Christmas Day.

-----------------------------------------------------------
-----
* SUDC2009-004 05/27/2009

Rates Fringes

BRICKLAYER.......................$ 20.71 0.00

CARPENTER, Including Drywall
Hanging..........................$ 17.43 2.37

CEMENT MASON/CONCRETE FINISHER...$ 18.72 0.00

DRYWALL FINISHER/TAPER...........$ 15.00 ** 0.00

ELECTRICIAN......................$ 19.93 3.11

LABORER: Common or General......$ 12.54 ** 0.00

LABORER: Mason Tender for
pointing, caulking, cleaning
of existing masonry, brick,
stone and cement structures
(restoration work); excludes
pointing, caulking and
cleaning of new or
replacement masonry, brick,
stone and cement.................$ 12.59 **

PAINTER: Brush and Roller.......$ 15.32 ** 5.15

POINTER, CAULKER, CLEANER,
Includes pointing, caulking,
cleaning of existing masonry,
brick, stone and cement
structures (restoration
work); excludes pointing,
caulking, cleaning of new or
replacement
masonry, brick, stone or
cement...........................$ 18.33

ROOFER...........................$ 26.33 0.00

SHEET METAL WORKER...............$ 18.33 0.00
-----------------------------------------------------------
-----

WELDERS - Receive rate prescribed for craft performing
operation to which welding is incidental.

===========================================================
=====

** Workers in this classification may be entitled to a
higher
minimum wage under Executive Order 14026 ($17.20) or 13658
($12.90). Please see the Note at the top of the wage
determination for more information. Please also note that
the
minimum wage requirements of Executive Order 14026 are not
currently being enforced as to any contract or subcontract
to
which the states of Texas, Louisiana, or Mississippi,
including
their agencies, are a party.

Note: Executive Order (EO) 13706, Establishing Paid Sick
Leave
for Federal Contractors applies to all contracts subject to
the
Davis-Bacon Act for which the contract is awarded (and any
solicitation was issued) on or after January 1, 2017. If
this
contract is covered by the EO, the contractor must provide
employees with 1 hour of paid sick leave for every 30 hours
they work, up to 56 hours of paid sick leave each year.
Employees must be permitted to use paid sick leave for
their
own illness, injury or other health-related needs,
including
preventive care; to assist a family member (or person who
is
like family to the employee) who is ill, injured, or has
other
health-related needs, including preventive care; or for
reasons
resulting from, or to assist a family member (or person who
is
like family to the employee) who is a victim of, domestic
violence, sexual assault, or stalking. Additional
information
on contractor requirements and worker protections under the
EO
is available at
https://www.dol.gov/agencies/whd/government-contracts.

Unlisted classifications needed for work not included
within
the scope of the classifications listed may be added after
award only as provided in the labor standards contract
clauses
(29CFR 5.5 (a) (1) (iii)).

-----------------------------------------------------------
-----

The body of each wage determination lists the
classification
and wage rates that have been found to be prevailing for
the
cited type(s) of construction in the area covered by the
wage
determination. The classifications are listed in
alphabetical
order of ""identifiers"" that indicate whether the
particular
rate is a union rate (current union negotiated rate for
local),
a survey rate (weighted average rate) or a union average
rate
(weighted union average rate).

Union Rate Identifiers

A four letter classification abbreviation identifier
enclosed
in dotted lines beginning with characters other than ""SU""
or
""UAVG"" denotes that the union classification and rate
were
prevailing for that classification in the survey. Example:
PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier
of
the union which prevailed in the survey for this
classification, which in this example would be Plumbers.
0198
indicates the local union number or district council number
where applicable, i.e., Plumbers Local 0198. The next
number,
005 in the example, is an internal number used in
processing
the wage determination. 07/01/2014 is the effective date of
the
most current negotiated rate, which in this example is July
1,
2014.

Union prevailing wage rates are updated to reflect all rate
changes in the collective bargaining agreement (CBA)
governing
this classification and rate.

Survey Rate Identifiers

Classifications listed under the ""SU"" identifier indicate
that
no one rate prevailed for this classification in the survey
and
the published rate is derived by computing a weighted
average
rate based on all the rates reported in the survey for that
classification. As this weighted average rate includes all
rates reported in the survey, it may include both union and
non-union rates. Example: SULA2012-007 5/13/2014. SU
indicates
the rates are survey rates based on a weighted average
calculation of rates and are not majority rates. LA
indicates
the State of Louisiana. 2012 is the year of survey on which
these classifications and rates are based. The next number,
007
in the example, is an internal number used in producing the
wage determination. 5/13/2014 indicates the survey
completion
date for the classifications and rates under that
identifier.

Survey wage rates are not updated and remain in effect
until a
new survey is conducted.

Union Average Rate Identifiers

Classification(s) listed under the UAVG identifier indicate
that no single majority rate prevailed for those
classifications; however, 100% of the data reported for the
classifications was union data. EXAMPLE: UAVG-OH-0010
08/29/2014. UAVG indicates that the rate is a weighted
union
average rate. OH indicates the state. The next number, 0010
in
the example, is an internal number used in producing the
wage
determination. 08/29/2014 indicates the survey completion
date
for the classifications and rates under that identifier.

A UAVG rate will be updated once a year, usually in January
of
each year, to reflect a weighted average of the current
negotiated/CBA rate of the union locals from which the rate
is
based.

State Adopted Rate Identifiers

Classifications listed under the ""SA"" identifier indicate
that
the prevailing wage rate set by a state (or local)
government
was adopted under 29 C.F.R �1.3(g)-(h). Example:
SAME2023-007
01/03/2024. SA reflects that the rates are state adopted.
ME
refers to the State of Maine. 2023 is the year during which
the
state completed the survey on which the listed
classifications
and rates are based. The next number, 007 in the example,
is an
internal number used in producing the wage determination.
01/03/2024 reflects the date on which the classifications
and
rates under the ?SA? identifier took effect under state law
in
the state from which the rates were adopted.

-----------------------------------------------------------
-----

WAGE DETERMINATION APPEALS PROCESS

1.) Has there been an initial decision in the matter? This
can
be:

* an existing published wage determination
* a survey underlying a wage determination
* a Wage and Hour Division letter setting forth a position
on
a wage determination matter
* a conformance (additional classification and rate)
ruling

On survey related matters, initial contact, including
requests
for summaries of surveys, should be with the Wage and Hour
National Office because National Office has responsibility
for
the Davis-Bacon survey program. If the response from this
initial contact is not satisfactory, then the process
described
in 2.) and 3.) should be followed.

With regard to any other matter not yet ripe for the formal
process described here, initial contact should be with the
Branch of Construction Wage Determinations. Write to:

Branch of Construction Wage Determinations
Wage and Hour Division
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210

2.) If the answer to the question in 1.) is yes, then an
interested party (those affected by the action) can request
review and reconsideration from the Wage and Hour
Administrator
(See 29 CFR Part 1.8 and 29 CFR Part 7). Write to:

Wage and Hour Administrator
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210

The request should be accompanied by a full statement of
the
interested party's position and by any information (wage
payment data, project description, area practice material,
etc.) that the requestor considers relevant to the issue.

3.) If the decision of the Administrator is not favorable,
an
interested party may appeal directly to the Administrative
Review Board (formerly the Wage Appeals Board). Write to:

Administrative Review Board
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210

4.) All decisions by the Administrative Review Board are
final.

===========================================================
=====

END OF GENERAL DECISION"

DMFIRM #41903568 v25 F-1
KH 542765.14
EXHIBIT F
SECTION 3 CONTRACT ADDENDUM

DMFIRM #41903568 v25 G-1
KH 542765.14
EXHIBIT G
DEVELOPMENT TEAM DEBARMENT AFFIDAVIT
[Attached]
PROJECT/CONTRACT ELIGIBILITYAFFIDAVIT!
AUTHORIZED REPRESENTATIVE
THEREBY AFFIRM THAT Iam thePresident andtheduly
authorizedrepresentativeof5810ColoradoAvenueCooperativeInc. andthatIpossessthelegal
authoritytomake thisAffidavitonbehalf ofmyselfand theorganizationforwhich Iam acting,
CERTIFICATION OF ORGANIZATIONAL REGISTRATION AND TAX PAYMENT
IFURTHER AFFIRM THAT theorganizationnamed above isa Domestic
corporation,unincorporatedassociationorpartnershipdulyregisteredinaccordancewiththelawsoftheDistrictof Columbia and isingood standing.The name and addressof its residentagent is:

5610ColoradoAvenueCoop.
5610ColoradoAvNW.
WashingtonDC20011
tiveInc

1FURTHERAFFIRMTHAT,exceptasvalidlycontested,theorganizationandanyrelated
entities,haspaid,orwillhavepaidallrealproperty,income,andwithholdingtaxesduetotheDistrictofColumbiapriortoexecutionofanyfundingagreementawardedbytheDistrictof
Columbia.

AFFIRMATION REGARDING BRIBERY CONVICTIONS
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthepastfiveyears,Ihavenotbeenindicted,convictedof,orhavehadprobationbeforejudgmentimposed,orhavepleadednolocontendertoachargeofbribery,attemptedbribery,orconspiracytobribeinviolationof any Districtof Columbia or federallaw.
AFFIRMATION REGARDING OTHER CONVICTIONS
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthepastfiveyears,Ihavenotbeenindictedorconvictedofacriminaloffenseincidenttoobtaining,attemptingtoobtain,orperformingapublicorprivatecontract;fraud,embezzlement,theft,forgery,falsificationordestructionofrecords;receivingstolenproperty;oradmittedinwritingorunderoath,duringthecourseofan officialinvestigationorotherproceeding,actsoromissionsthatwouldconstitutegroundsforconvictionorliabilityunderanylaworstatutedescribedabove.
AFFIRMATION REGARDING CIVILLIABILITY
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthepastfiveyears,neitherInortheaboveorganizationhasbeenfoundcivillyliableforcommissionoffraudoracriminaloffenseincidenttoobtaining,attemptingtoobtainorperformingapublicor
*Project/ContractEl AffidavitisalsoknownastheContractAffidavit

privatecontract;violationoffederalorstateantitruststatutes;commissionofembezzlement,theft,forgery,falsificationordestructionofrecords;makingfalsestatements;orreceivingstolenproperty

AFFIRMATION REGARDING CURRENT CRIMINAL OR CIVIL LIABILITY
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbeliefthat|amnotcurrentlyindictedorotherwisecriminallyorcivillychargedbyagovernmentalentitywithcommissionofanyoftheoffensesenumeratedinthethreeprecedingparagraphsofthisAffidavit
AFFIRMATION REGARDING DEBARMENT

IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthepastfiveyears,Ihavenotbeendebarred,proposedfordebarment,suspended,declaredineligible,excludedfromordeterminedineligible(includingbeingissuedalimiteddenialofparticipation)byanypublicentity.

AFFIRMATION REGARDING DEBARMENT OF RELATED ENTITIES.
IFURTHERAFFIRMTHAT(a)theorganizationwasnotestablished,anditdoesnotoperateinamannerdesignedtoevadetheapplicationofor defeatthepurposeofdebarment;and(b)theorganizationisnotasuccessor,assignee,subsidiary,oraffiliateofasuspendedordebarred
organization.
SUBCONTRACT AFFIRMATION
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatneither|northeaboveorganization,hasknowinglyenteredintoacontractwithapublicbodyunderwhichapersondebarredorsuspendedwillprovide,directlyorindirectly,supplies,services,architecturalservices,construction-relatedservices,leasesofrealproperty,orconstruction.
AFFIRMATION REGARDING PAST PROJECT PERFORMANCE,
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthepastfiveyears,neitherI,northeaboveorganizationanditsrelatedentitieshavewhileactingasa
sponsor,developer,guarantor,orownerofa projectdevelopmentteambeenremovedasageneralpartnerormanagingmember,asapplicable;hadchronicpastdueaccounts;hadsubstantialliens,judgments,foreclosures,orbankruptcies;hadunresolveddefaults;issuedchronichousingcodeviolations;receivedexcessivetenantcomplaints;failedtoreceiveIRSForm8609foracompletedproject;orfailedtocorrectareportofLow-IncomeHousingCreditAgenciesReportofNoncomplianceorBuildingDisposition(Form8823).
AFFIRMATION REGARDING PAST DHCD PROJECT PERFORMANCE
1FURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatIandtheaboveorganizationanditsrelatedentitiesareincompliancewithallexistingandprioragreementswithDHCDand/ortheDistrictofColumbia,includingmajorhealth,safetyandbuildingcodes.IandtheaboveorganizationanditsrelatedentitieshavenotconsistentlyfailedtoprovideinformationtoDHCDaboutexistingdevelopmentsorotherloanapplications.Withinthepastthreeyears,IandtheaboveorganizationanditsrelatedentitieshavenothadanawardterminatedbyDHCDorreceivedanunsatisfactoryratingfromDHCDorHUD,ifapplicable.
IftheAffiantcannotcertifythathe/shenortheaboveorganizationhasnotbeendebarred,suspended,proposedfordebarment,declaredineligible,excludedfrom,participationinapubliccontract;orcannotcertifythathe/shenortheaboveorganizationhasnotbeenindicted,convicted,orcivillychargedbyagovernmentalentitywithanoffenseincidenttoobtaining,attemptingto
obtain,orperformingapublicorprivatecontract,fraud,embezzlement,theft,forgery,falsificationordestructionofrecords;orreceivingstolenproperty;orcannotcertifythatwithinthepastfiveyears,he/she,northeaboveorganizationhasahistoryofremovalfromaprojectdevelopmentteam:substantialliens,defaults,judgments,foreclosures,and/orbankruptcies;he/sheshallprovideanexplanationwiththisAffidavit.Anexplanationwillnotnecessarilyresultindenialofparticipationina Request forProposalaward. Failureto submit thisAffidavitwilldisqualifythe authorized
representativeandtheaboveorganizationfromaRequestforProposalaward.

LJ CheckhereifanexplanationisattachedtothisAffidavit.
ACKNOWLEDGMENT
1ACKNOWLEDGE THATthisAffidavitistobefurnishedtotheDistrictofColumbia
DepartmentofHousingandCommunityDevelopmentandmaybedistributedtounitsof(a)theDistrictofColumbiagovernment;(b)otherstates;and(c)thefederalgovernment.Ifurther
acknowledgethatthisAffidavitissubjecttoapplicablelawsoftheUnitedStatesandtheDistrictofColumbia,bothcriminalandcivil,andthatnothinginthisAffidavitoranyagreementresultingfromthesubmissionofthisproposalshallbeconstruedtosupersede,amend,modify,orwaive,onbehalfoftheDistrictofColumbia,oranyunitoftheDistrictofColumbiahavingjurisdiction,theexercise
ofanystatutoryrightorremedyconferredbytheConstitutionandthelawsoftheDistrictof
Columbiawithrespecttoanymisrepresentationmadeoranyviolationoftheobligations,termsandcovenantsundertakenbytheaboveorganizationwithrespectto(a)thisAffidavit,(b)theprojectproposal,(c)thefundingaward,(d)thefundingcontract,and(e)otherAffidavitscomprisingpartof
the contract.
1DO SOLEMNLY DECLARE AND AFFIRM UNDER THE PENALTIESOF PERJURY
THAT THE CONTENTS OF THISAFFIDAVITARE TRUE AND CORRECT TO THE BEST OF
MY KNOWLEDGE, INFORMATION, AND BELIEF.
WITNESS ‘5610ColoradoAvenueCooperativeInc.
SignanireofWitness SignatureofRepresentative
hat cueperl, 2-12) ZY G-12-
presidentSOU)[3/ey2CO

DMFIRM #41903568 v25 H-1
KH 542765.14
EXHIBIT H
INSURANCE REQUIREMENTS
DEVELOPER

A. GENERAL REQUIREMENTS. The Developer at its sole expense shall procure and
maintain, during the entire period of performance under this contract, the types of
insurance specified below. The Developer shall submit a Certificate of Insurance to the
Contracting Officer (CO) giving evidence of the required coverage prior to commencing
performance under this contract. In no event shall any work be performed until the
required Certificates of Insurance signed by an authorized representative of the insurer(s)
have been provided to, and accepted by, the CO.

The Government of the District of Columbia shall be included in all policies, where
applicable and allowable by law, required hereunder to be maintained by the Developer
and its subcontractors (except for workers’ compensation and professional liability
insurance) as an additional insureds for claims against The Government of the District of
Columbia relating to this contract, with the understanding that any affirmative obligation
imposed upon the insured Developer or its subcontractors (including without limitation the
liability to pay premiums) shall be the sole obligation of the Developer or its
subcontractors, and not the additional insured. The additional insured status under the
Developer’s and its subcontractors’ Commercial General Liability insurance policies shall
be effected using the ISO Additional Insured Endorsement form CG 20 10 11 85 (or CG
20 10 07 04 and CG 20 37 07 04) or such other endorsement or combination of
endorsements providing coverage at least as broad and approved by the CO in writing. All
of the Developer’s and its subcontractors’ liability policies (except for workers’
compensation and professional liability insurance) shall be endorsed using ISO form CG
20 01 04 13 or its equivalent so as to indicate that such policies provide primary coverage
(without any right of contribution by any other insurance, reinsurance or self -insurance,
including any deductible or retention, maintained by an Additional Insured) for all claims
against the additional insured arising out of the performance of this Statement of Work by
the Developer or its subcontractors, or anyone for whom the Developer or its
subcontractors may be liable. These policies shall include a separation of insureds clause
applicable to the additional insured.

If the Developer and/or its subcontractors maintain broader coverage and/or higher limits
than the minimums shown below, the District requires and shall be entitled to the broader
coverage and/or the higher limits maintained by the Developer and subcontractors.

B. INSURANCE REQUIREMENTS

1. Commercial General Liability Insurance (“CGL”) – The Developer shall provide
evidence satisfactory to the CO with respect to the services performed that it carries a
CGL policy, written on an occurrence (not claims-made) basis, on Insurance Services
Office, Inc. (“ISO”) form CG 00 01 04 13 (or another occurrence-based form with
coverage at least as broad and approved by the CO in writing), covering liability for all
ongoing and completed operations of the Developer and under all subcontracts, covering

DMFIRM #41903568 v25 H-2
KH 542765.14
claims for bodily injury, including without limitation sickness, disease or death and
mental anguish of any persons, broad form property damage, including loss of use
resulting therefrom, personal and advertising injury, and including coverage for liability
arising out of an Insured Contract (including the tort liability of another assumed in a
contract) and acts of terrorism (whether caused by a foreign or domestic source). Such
coverage shall have limits of liability of not less than $1,000,000 each occurrence, a
$2,000,000 general aggregate.

The Commercial General Liability shall be further endorsed to:
a) To the fullest extent permitted by law, provide additional insured coverage
using ISO form CG 2015 0413 (or it’s equivalent) to The Government of the
District of Columbia
b) Coverage available to the additional insureds shall apply on a primary and
non-contributing basis as respects any other insurance, deductibles, or self-
insurance available to the additional insureds
c) A waiver of subrogation in favor of The Government of the District of
Columbia
d) Any Annual Aggregate shall apply on a per location or per project basis
(where applicable)
e) Defense costs shall be in addition to and not erode the limits of liability

2. Automobile Liability Insurance – The Developer shall provide evidence satisfactory to
the CO of commercial (business) automobile liability insurance written on ISO form CA
00 01 10 13 (or another form with coverage at least as broad and approved by the CO in
writing) including coverage for all owned, hired, borrowed and non-owned vehicles and
equipment used by the Developer in connection with work under this agreement, with a
minimum combined single limit of $1,000,000 for bodily injury or death and property
damage, including loss of use thereof. Such policy or policies of automobile liability
insurance shall be written on an “occurrence” (as opposed to a “claims made”) basis.

Auto Physical Damage Coverage – The Developer shall provide auto physical damage
insurance to cover “loss” to a covered “auto” or its equipment:

a) Comprehensive – Fire, lightning or explosion; theft; windstorm, hail or
earthquake; flood; mischief or vandalism; or the sinking, burning, collision or
derailment of any conveyance transporting the covered “auto”.
b) Collision Coverage – Caused by: The covered “auto’s” collision with another
object or the covered “auto’s” overturn.

The Commercial Auto Liability policy shall be further endorsed to:
a) To the fullest extent permitted by law, provide additional insured coverage to
The Government of the District of Columbia
b) Coverage available to the additional insureds shall apply on a primary and
non-contributing basis as respects any other insurance, deductibles, or self-
insurance available to the additional insureds

DMFIRM #41903568 v25 H-3
KH 542765.14
c) A waiver of subrogation in favor of The Government of the District of
Columbia
d) Defense costs shall be in addition to and not erode the limits of liability
e) If applicable, include Form CA 99 48 03 06 Pollution Liability – Broadened
Coverage for Covered Autos – Business Auto, Motor Carrier and Truckers (or
it’s equivalent)

3. Workers’ Compensation Insurance – The Developer shall provide evidence satisfactory
to the CO of Workers’ Compensation insurance in accordance with the statutory
mandates of the District of Columbia or the jurisdiction in which the contract is
performed.

Employer’s Liability Insurance – The Developer shall provide evidence satisfactory to the
CO of employer’s liability insurance as follows: $500,000 per accident for injury; $500,000
per employee for disease; and $500,000 for policy disease limit.

The Workers Compensation and Employers Liability shall be further endorsed to:
a) Include a Waiver of Subrogation in favor of The Government of the District of
Columbia.
b) Where applicable, include United States Longshore and Harbor Workers
Compensation Act (USL&H)
c) Where applicable, include Jones Act Coverage for seamen or crew members on
an “if any” basis.

4. Technology Liability, Media Liability and Network Security/Privacy (Cyber) Liability
Insurance covering acts, errors, omissions, breach of contract, and violation of any
consumer protection laws arising out of Developer’s operations or services with a limit of
$2,000,000 per claim and in the aggregate. Such coverage shall include but not be limited
to, third party and first party coverage for loss or disclosure of any data, including
personally identifiable information and payment card information, network security
failure, violation of any consumer protection laws, unauthorized access and/or use or
other intrusions, infringement of any intellectual property rights (except patent),
unintentional breach of contract, negligence or breach of duty to use reasonable care,
breach of any duty of confidentiality, invasion of privacy, or violations of any other legal
protections for personal information, defamation, libel, slander, commercial
disparagement, negligent transmission of computer virus, or use of computer networks in
connection with denial of service attacks. Such coverage shall include regulatory defense
and fines/penalties in any jurisdiction anywhere in the world. Such coverage shall include
contractual privacy coverage for data breach response and crisis management costs that
would be incurred by Developer on behalf of The Government of the District of
Columbia in the event of a data breach including legal and forensic expenses, notification
costs, credit monitoring costs, and costs to operate a call center. Developer shall maintain
coverage in force during the term of this Agreement and for an extended reporting period
of not less than two (2) years after.

5. Professional Liability Insurance (Errors & Omissions) – The Developer shall provide
Professional Liability Insurance (Errors and Omissions) to cover liability resulting from

DMFIRM #41903568 v25 H-4
KH 542765.14
any error or omission in the performance of professional services under this Contract.
The policy shall provide limits of $1,000,000 per claim or per occurrence for each
wrongful act and $2,000,000 annual aggregate. The Developer warrants that any
applicable retroactive date precedes the date the Developer first performed any
professional services for the Government of the District of Columbia and that continuous
coverage will be maintained or an extended reporting period will be exercised for a
period of at least ten years after the completion of the professional services. Limits may
not be shared with other lines of coverage.

6. Commercial Umbrella or Excess Liability – The Developer shall provide evidence
satisfactory to the CO of commercial umbrella or excess liability insurance with
minimum limits of $10,000,000 per occurrence and $10,000,000 in the annual aggregate,
following the form and in excess of all liability policies. All liability coverages must be
scheduled under the umbrella and/or excess policy. The insurance required under this
paragraph shall be written in a form that annually reinstates all required limits. Coverage
shall be primary to any insurance, self-insurance or reinsurance maintained by The
Government of the District of Columbia and the “other insurance” provision must be
amended in accordance with this requirement and principles of vertical exhaustion.

7. Environmental Liability/Contractors Pollution Liability Insurance – The Developer shall
provide evidence satisfactory to the CO of environmental liability insurance covering
losses caused by pollution or other hazardous conditions arising from ongoing or
completed operations of the Developer. Such insurance shall apply to bodily injury,
property damage (including loss of use of damaged property or of property that has been
physically injured), clean-up costs, transit and non-owned disposal sites. Coverage shall
extend to defense costs and expenses incurred in the investigation, civil fines, penalties
and damages or settlements. There shall be neither an exclusion nor a sublimit for mold
or fungus-related claims. The minimum limits required under this paragraph shall
$2,000,000 per occurrence and $2,000,000 in the annual aggregate. If such coverage is
written on a claims-made basis, the Developer warrants that any retroactive date
applicable to coverages under the policy precedes the Developer’s performance of any
work under the Contract and that continuous completed operations coverage will be
maintained for at least ten (10) years or an extended reporting period shall be purchased
for no less than ten (10) years after completion.

The Developer also must furnish to the co Owner certificates of insurance evidencing
environmental liability insurance maintained by third party transportation and disposal
site operators(s) used by the Developer for losses arising from facility(ies) accepting,
storing or disposing hazardous materials or other waste as a result of the Developer’s
operations. Such coverages must be maintained with limits of at least the amounts set
forth above.

DMFIRM #41903568 v25 H-5
KH 542765.14
The Environmental Liability policy shall be further endorsed to Ie The Government of
the District of Columbia as an Additional Insured.

Construction Projects Controlled by the Developer

The Developer will procure the following policies with the District listed as Additional
Insured.

8. Builders Risk – The Developer shall purchase and maintain, in a company authorized to
do business in the jurisdiction in which the project is located, builders risk insurance,
written on an “all risk”, special causes of loss or equivalent form. Builders risk coverage
will include boiler and machinery / equipment breakdown, earthquake and flood perils.
Building ordnance and terrorism coverage will be included.

The deductible shall not exceed $25,000 except for earthquake, flood, windstorm, water
damage or other perils, and as available in the insurance industry.

The project limit shall equal the replacement value of the structure, including coverage
for property in transit and stored off premises.

The Builders risk coverage will extend to soft costs and delayed completion.

Builders risk insurance shall include the interests of The Government of the District of
Columbia, the Developer, Subcontractors and Sub – subcontractors in the project.

9. Property Insurance – After achieving completion of construction of the Project,
Developer/Lessee (as applicable) shall carry special form property insurance written on a
replacement cost value covering 100% of the replacement cost of all of Developer’s
property.

C. SUBCONTRACTOR INSURANCE REQUIREMENTS
Any and all subcontractors engaged by Developer for work under this agreement shall be
required to have the same insured required of Developer. Should the Developer wish to
propose different insurance requirements than outlined below, then, prior to
commencement of work by the subcontractor, the Developer shall submit in writing the
name and brief description of work to be performed by the subcontractor on the
Subcontractors Insurance Requirement Template provided to the Office of Risk
Management (ORM). ORM will determine the insurance requirements applicable to the
subcontractor and promptly deliver such requirements in writing to the Developer. In either
instance, the Developer must provide proof of the subcontractor’s required insurance prior
to commencement of work by the subcontractor.

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D. PRIMARY AND NONCONTRIBUTORY INSURANCE
The insurance required herein shall be primary to and will not seek contribution from any
other insurance, reinsurance or self -insurance including any deductible or retention,
maintained by the Government of the District of Columbia.

E. DURATION. The Developer shall carry all required insurance until all contract work is
accepted by The Government of the District of Columbia and shall carry listed coverages
for ten years for construction projects following final acceptance of the work performed
under this contract and two years for non-construction related contracts.

F. LIABILITY. These are the required minimum insurance requirements established by
The Government of the District of Columbia. However, it is understood that The
Government of the District of Columbia does not in any way represent that the insurance
or the limits of insurance specified herein are sufficient or adequate to protect your
interests or liabilities and will not in any way limit the Developer’s liability under this
contract.

G. DEVELOPER’S PROPERTY. Developer and subcontractors are solely responsible for
any loss or damage to their personal property, including but not limited to tools and
equipment, scaffolding and temporary structures, rented machinery, or owned and leased
equipment. A waiver of subrogation shall apply in favor of The Government of the
District of Columbia.

H. MEASURE OF PAYMENT. The Government of the District of Columbia shall not
make any separate measure or payment for the cost of insurance and bonds. The
Developer shall include all of the costs of insurance and bonds in the contract price.

I. NOTIFICATION. The Developer shall ensure that all policies provide that the CO shall
be given thirty (30) days prior written notice in the event of cancellation, non-renewal, or
material changes to the extent such cancellation or material changes results in Developer
no long complying with the above requirements. The Developer shall provide the CO
with ten (10) days prior written notice in the event of non-payment of premium. The
Developer will also provide the CO with an updated Certificate of Insurance should its
insurance coverages renew during the contract. The Government of the District of
Columbia may reasonably change the above insurance coverage requirements during the
Term by giving Developer at least 30 days’ notice of the change. Developer must
comply, at your expense, and deliver to the CO evidence of compliance before the change
becomes effective.

J. CERTIFICATES OF INSURANCE. The Developer must send to CO, at least 10 days
after execution of this Agreement, certificates of insurance evidencing the required
insurance coverage and endorsements required herein. Developer must also provide us
with evidence of renewal before the expiration date of each insurance policy. Developer

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is responsible for providing us with 30 days advanced written notice if the certificate of
insurance by the insurer has been canceled, reduced in coverage, or otherwise altered. .
Certificates of insurance must reference the corresponding contract number. Evidence of
insurance shall be submitted to:

The Government of the District of Columbia

And mailed to the attention of:
Tiphanie Jones
1909 Martin Luther King Jr. Ave, SE
Washington, DC 20020
(202) 442-7261
Tiphanie.jones@dc.gov

The CO may request and the Developer shall promptly deliver updated certificates of
insurance, endorsements indicating the required coverages, and/or certified copies of the
insurance policies. If the insurance initially obtained by the Developer expires prior to
completion of the contract, renewal certificates of insurance and additional insured and
other endorsements shall be furnished to the CO prior to the date of expiration of all such
initial insurance. For all coverage required to be maintained after completion, an additional
certificate of insurance evidencing such coverage shall be submitted to the CO on an annual
basis as the coverage is renewed (or replaced).

K. DISCLOSURE OF INFORMATION. The Developer agrees that The Government of the
District of Columbia may disclose the name and contact information of its insurers to any
third party which presents a claim against The Government of the District of Columbia
for any damages or claims resulting from or arising out of work performed by the
Developer, its agents, employees, servants or subcontractors in the performance of this
contract.

L. CARRIER RATINGS. All Developer’s and its subcontractors’ insurance required in
connection with this contract shall be written by insurance companies with an A.M. Best
Insurance Guide rating of at least A- VII or better (or the equivalent by any other rating
agency) and licensed in the District of Columbia.

M. WARRANTIES. When applicable, the Developer should be named as an additional
insured on the applicable manufacturer’s/distributer’s Commercial General Liability
policy using Insurance Services Office, Inc. (“ISO”) form CG 20 15 04 13 (or another
occurrence-based form with coverage at least as broad). CO should collect, review for
accuracy, and maintain all warranties for goods and services.
D
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KH 542765.14
EXHIBIT I
CERTIFICATION OF BORROWER’S REPRESENTATIONS AND WARRANTIES
[Will Be Attached Prior to Closing]

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EXHIBIT J
FORM OF FINAL LOAN
REDUCTION CERTIFICATE
[Attached]
A.
B.
(1)
(2)
(3)
(4) For an Excess Proceeds totaling the following: -$
-$
The Lender Retainage that remains undisbursed equals:
-$
BORROWER:
_________________________________
By: ______________________________
_________________________________
By: ______________________________
Saul Blanco, President
5610 Colorado Avenue Cooperative, a District of
Columbia Cooperative Association
Lender made a loan to the Borrower in a total principal amount not to exceed [Twelve Million Four Hundred Forty-
Seven Thousand Seven Hundred Sixty-One Dollars and 00/100 Dollars (the “Loan”), the proceeds of which were
to be used by the Borrower to help finance the production of 36 affordable rental housing units at 5610 Colorado
Avenue, NW (the "Project", also known as "The 5610 Colorado Avenue Cooperative"); and
On or prior to the ninetieth (90th) day after the Borrower recieves the United States Department of the Treasury
Internal Revenue Service Low-Income Housing Credit Allocation and Certification (Form 8609), the Borrower is
required to provide the Lender with a Loan Reduction Certificate, prepared and executed by the Borrower, certifying
the net amount of the Excess Proceeds available from the Project that will be due to the Lender ("Final Loan Reduction
Calculation"), pursuant to Section 1(f) of the Agreement.
For the purposes of this Loan Reduction Certificate, the term “Excess Proceeds” means:
The sum of all funds that were used for a temporary purpose to the extent that such
funds are or will be subsequently returned to Borrower (the “Returned Funds” as
more particularly described and defined in Section 1(f)b.i. of the Agreement),
PLUS the net reduction in total costs shown in the Project Budget due to unspent
contingency funds, unspent short-term reserves or other budget savings (the “Cost
Savings" as defined in Section 1(f)b.ii. of the Agreement),
PLUS any increase in funding that is committed to the Project after the Closing Date
over and above the funding sources shown on the Project Budget (the "Increased
Sources" as more particularly described and defined in Section 1(f)b.iii. of the
Agreement),
The Final Loan Reduction Calculation due to the Lender equals the sum of 100% of the Returned
Funds, 50% of the Cost Savings, and 50% of the Increased Sources, for a total of:
The amount of the Final Loan Reduction Calculation payable to Lender after subtracting remaining
Lender Retainage, if applicable and approved, per Section 1(f) of the Agreement, is as follows:
The Preliminary Loan Reduction Calculation shall be prepared and updated pursuant to Section 1(f) of the Agreement.
Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.
The undersigned hereby (i) certifies that the Borrower has examined the information included in this Loan Reduction Certificate
and, to the best of the undersigned’s knowledge, it is true, correct and complete, and (ii) submits this Loan Reduction Certificate
to the Lender in order to comply with the terms of the Agreement.
Executed this ____ day of __________________, 20___.
LOAN REDUCTION CERTIFICATE
In accordance with applicable Program Requirements and pursuant to the terms of the Agreement, dated _________, 202_, by
and between the District of Columbia, a municipal corporation, acting by and through the D.C. Department of Housing and
Community Development ("Lender") and 5610 Colorado Avenue Cooperative, Inc. (“Borrower”):

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KH 542765.14
EXHIBIT K
FORM OF NET CASH FLOW
CALCULATION WORKSHEET

[Attached]
DC DHCD - Surplus Cash, Net Cash Flow and Loan Repayment Analysis
[Items in blue and highlighted in yellow are to be completed; Items in black are formula]
[Please use 2019 HUD Chart of Accounts as a reference: https://www.hud.gov/sites/documents/43703C6HSGH.PDF ]
Borrower:
Project Name:
Account Number:
Date of Audit:
Auditor:
# of Units:
SURPLUS CASH
Current Assets Notes:
Cash
Tenant Subsidy due for the Period Covered by
the Financial Statements -
Tenant Security Deposits
Other Current Asset:
Other Current Asset:
Other Current Asset:
Other Current Asset:
Other Current Asset:-
Total Current Assets -$
Current Obligations
Accrued Mortgage Interest -$
Delinquent Mortgage Principal Payments -
Accounts Payable - Trade (due within 30 days) -
Scheduled Payments and Deposits -
Deficient tax. Insurance, or MIP Escrow Deposits -
Accrued Expenses (Not Escrow) -
Prepaid Rents -
Tenant Security Deposits Liability -
Other Current Obligation: -
Other Current Obligation: -
Other Current Obligation: -
Other Current Obligation: -
Other Current Obligation: -
Total Current Obligations -$
-$
-$
-
-
-
-
-
Surplus Cash Available for Distribution
Net Cash Flow Waterfall per Loan Agreement & Deed of Trust Note
Current years Asset Management Fee
Accrued Management Fee
Credit Adjuster Payment or Credit Shortfall Payment
Taxes on income to Equity Investor
Additional funding to Operating and Debt Service Reserves
Partnership Management Fee
Deferred Developer's Fee (Principal and Accrued Interest) -
Other: -
Other: -
Other: -
Other: -
Balance -$
DC DHCD Loan Repayment $0 Cash Flow Percentage 0%
Balance $0

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EXHIBIT L
MODIFICATIONS TO LOAN AGREEMENT