Proposed Contract with 3500 East Cap Venture LLC to Contract No. 2019-14 HPTF Loan Documents Second Omnibus Amendment

MURIEL BOWSER
MAYOR
August 18, 2025
The Honorable Phil Mendelson
Chairman
Council of the District of Columbia
John A. W ilson Building
1350 Pennsylvania Avenue, NW, Suite 504
Washington, D.C. 20001
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
proposed Contract No. 2019-14 HPTF Loan Documents Second Omnibus Amendment with 3500 East
Cap Venture LLC in the amount of $1,979,231.
Under the proposed contract, the District will amend the current Housing Production Trust Fund
(HPTF) loan made to 3500 East Cap Venture LLC by $1,979,231, thus increasing the HPTF loan
amount from $18,435,936 to $20,415,167. The additional loan proceeds will be used to finance an
operating reserve, in addition to eligible Aged Accounts Payables, Sponsor Advance
Reimbursements, and Deferred Repairs & Maintenance expenses associated with the preservation of
95 affordable rental housing units located at 3500 East Capitol Street NE in Ward 7.
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 Christopher Earley, Deputy Director, Department of Housing and Community Development,
at chris.earley@dc.gov or at (202) 442-7158.
I look forward to the Council’s favorable consideration of this contract.

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: 3500 East Cap Venture LLC

Contract Amount: $1,979,231

Unit and Method of Compensation: Draw Schedule
Term of Contract: 40 yrs (from August 29, 2019, the original loan date); 3%
simple interest
Type of Contract: HPTF Loan Documents Second Omnibus Amendment to the
Housing Production Trust Fund 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
amend the current Housing Production Trust Fund (HPTF) loan made to 3500 East Cap
Venture LLC by $1,979,231, thus increasing the HPTF loan amount from $18,435,936
to $20,415,167. The additional loan proceeds will be used to finance an operating
reserve, in addition to eligible Aged Accounts Payables, Sponsor Advance
Reimbursements, and Deferred Repairs & Maintenance expenses associated with the
preservation of 95 affordable rental housing units located at 3500 East Capitol Street
NE in Ward 7 ("Solstice II Apartments").

(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 an operating reserve, in addition to eligible Aged Accounts Payables,
Sponsor Advance Reimbursements, and Deferred Repairs & Maintenance expenses
associated with the preservation of 95 affordable rental housing units located at 3500
East Capitol Street NE in Ward 7 (“Solstice II Apartments”).

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 owner of 3500 East Cap Venture LLC is MidAtlantic Realty Partners LLC (“MRP”).
MRP and 3500 East Cap Venture LLC have no performance concerns related to working on
contracts with the District of Columbia government.

(E) Performance standards and the expected outcome of the proposed contract:

The owner of Solstice I I Apartments ha s requested a Housing Production Trust Fund loan
amendment of $1,979,231, thus increasing the project’s HPTF loan amount from $18,435,936
to $20,415,167. The additional HPTF loan proceeds will finance the preservation of 95 units of
affordable rental housing located at 3500 East Capitol Street NE in Ward 7.
(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 funding certification memorandum certifying that that the financing 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.):

3500 East Cap Venture LLC is not a certified local, small, or disadvantaged business enterprise.

(J) Other aspects of the proposed contract that the Chief Procurement
Officer considers significant:
None

(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
1101 4th Street, SW
Washington, DC 20024
Date of Notice: June 26, 2025 L0014309019Notice Number:
FEIN: **-***7264
Case ID: 18663086

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
3500 EAST CAP VENTURE LLC
3050 K ST NW STE 125
WASHINGTON DC 20007-5122

Branch Chief, Collection and Enforcement Administration
Authorized By Melinda Jenkins
To validate this certificate, please visit MyTax.DC.gov. On the MyTax DC homepage, click the
“Validate a Certificate of Clean Hands” hyperlink under the Clean Hands section.
CERTIFICATE OF CLEAN HANDS
As reported in the Clean Hands system, the above referenced individual/entity has no outstanding
liability with the District of Columbia Office of Tax and Revenue or the Department of Employment
Services. As of the date above, the individual/entity has complied with DC Code § 47-2862, therefore
this Certificate of Clean Hands is issued.
TITLE 47. TAXATION, LICENSING, PERMITS, ASSESSMENTS, AND FEES
CHAPTER 28 GENERAL LICENSE
SUBCHAPTER II. CLEAN HANDS BEFORE RECEIVING A LICENSE OR PERMIT
D.C. CODE § 47-2862 (2006)
§ 47-2862 PROHIBITION AGAINST ISSUANCE OF LICENSE OR PERMIT
1101 4th Street SW, Suite W270, Washington, DC 20024/Phone: (202) 724-5045/MyTax.DC.gov

COPY
DEBARMENT AFFIDAVIT
I,RobertJ.Murphy, herebyattestthatallmembers of thedevelopment team, who
arelistedbelow,arenotlistedintheListof PartiesExcluded from Federal
ProcurementorNon-Procurement Programs.
DEVELOPMENT TEAM
Developer:3500EastCapVentureLLC
Consultant(s):N/AProjectiscompleteandisfullyoperational
ManagementAgent:ResidentialOne
Attorney:Tenenbaum & Saas
Engineer(s):__N/AProjectiscomplete and isfullyoperational
Architect(s):N/A Projectiscompleteand isfullyoperational
Other(s):__N/AProjectiscompleteand isfullyoperational
Ifurtherattestthatno principal,major stockholder,officer,ordirectorofa developmentteam
member isdebarredfrom participatingina federalprocurementor non-procurementprogram.
oo :oTApia
AuthorizedMember
Title
6/3» [ey
Date
SwomandsubscribedtobeforeMethis 2D dayof

JOTARY,PUBLICoreMyConPopAe ee%,
Page 1 of 4
GOVERNMENT OF THE DISTRICT OF COLUMBIA
PROFILE SUMMARY
(CONTRACTs TO PURCHASE, SELL, ACQUIRE, TRANSFER, LEASE OF REAL
PROPERTY/ EXCLUSIVE RIGHT AGREEMENTs/LOANs & GRANTs OVER $1M/INTRA-
DISTRICTs)
Agency Code:
Agency Code:
Contracting Agency: Dept. Housing and Community Development
Using Agency: Dept. Housing and Community Development
Loan/Grant/Lease Sub-recipient Name: (DVW&DS9HQWXUH//&.
Should the D.C. Council have any questions regarding this loan/grant/lease, please contact:
Project Manager: 6WHYHQ/DZUHQFH Telephone Number: 202-442- 


TYPE OF DOCUMENT SUBMITTED
1. Loan/Grant/Lease Modification 4. Written or Informal Contract
2. Exercise of Grant Option Year (E. O.) 5. Lease of Real Property
3. Loan/Grant/Lease Agreement for:
(DVW&DS9HQWXUH//&
6. Other:
LOAN/GRANT TYPE
1. Grant 4. Cost Reimbursement
2. Loan Price $ 

 5. Time and Material
3. Task Order 6. Advance Payment
Page 2 of 4
GRANT/LOAN/LEASE INFORMATION
Amount: $ 

 (HPTF) Grant/Loan/Lease No. : _DHCD

Caption: (DVW&DS9HQWXUH//&. Grant/Loan Term: 4 Years
IURP$XJXVW


WKHRULJLQDO+37)ORDQGDWH

Interest Rate: %, simple interest
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: HRXVLQJPURGXFWLRQTUXVWFXQG
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 No 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 $
% .
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?
Yes No
2. Have reserved funds been obligated for payment? (If Yes, ensure documentation is included in
Grant/Loan File).
Yes No
3. Is the File complete? (If Yes, please attach pertinent documentation).
Yes No
4. Is the subrecipient a successor to or affiliated with another individual or business that has
Grant/Loan with the Agency?
Yes No
If Yes, name of Predecessor/Affiliate: 7KHVXEUHFLSLHQWLVDIILOLDWHGZLWK(DVW&DS9HQWXUH
//&, an affiliate of 0LG$WODQWLF5HDOW\3DUWQHUV//&
053
053LVWKHSURMHFWVSRQVRUIRU
6ROVWLFH,,.
5. Is a former District employee an owner, officer, or affiliate of the subrecipient?
Yes No
If Yes, Name and Affiliation: N/A
Please discuss any other critical issues such as time constraints; health and safety issues; or
financial/revenue production issues that should be known.
FUTURE 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

CERTIFICATIONS
I certify that th H proposed financing provided by the Department of Housing and Community
Development (DHCD) to (DVW&DS9HQWXUH//& in the amount of $ 

 from the District of
Columbia Housing Production Trust Fund will SUHVHUYH a
unit affordable  UHQWDO housing
development located at  (DVW &DSLWRO 6WUHHW 1( in Ward  and is in compliance with the
applicable Federal and District of Columbia Regulations and DHCD’s policies and procedures.
Colleen Green Date
Director, DHCD
Christopher Earley Date
Deputy Director, DHCD
I have reviewed this Project’s budget and determined that it is within the District’s Financial Plan
and Budget for FY 2025 and that funds are available to support the action.
Beth Spooner Date
Agency Fiscal Officer, DHCD
DETERMINATION
I have reviewed this Project’s budget and have determined that it is within the District’s Financial
Plan and Budget for FY 2025 and that funds are available to support the action.
Leroy Clay, III Date
Associate Chief Financial Officer
Economic Development and Regulation Cluster
Page 4 of 4
Christopher Earley
July 2, 2025
Coll
een Green
for July 2, 2025
Bethany Spooner
Digitally signed by Bethany Spooner
Date: 2025.07.02 12:41:41 -04'00'
Leroy Clay III
Digitally signed by Leroy Clay III Date: 2025.07.02 13:45:43 -04'00'

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT

Department of Housing and Community Development | 1800 Martin Luther King, Jr. Avenue, SE, Washington, DC 20020 | 202.442.7200 | dhcd.dc.gov
MEMORANDUM

TO: Muriel E.Bo wser
Mayor

FROM: Julia H. Wiley
General Counsel
Department of Housing and Community Development

DATE: July 1, 2025

SUBJECT: Proposed Funding in the principal amount not to exceed One Million Nine
Hundred Seventy-Nine Thousand Two Hundred Thirty-One and 00/100 Dollars
($1,979,231.00) ("Funding") to 3500 East Cap Venture, LLC (the “Borrower”)

The Housing Production Trust Fund (HPTF) Loan Documents Omnibus Amendment results in
a proposed increase of a previously awarded HPTF loan in an amount not to exceed One
Million Nine Hundred Seventy-Nine Thousand Two Hundred Thirty-One and 00/100 Dollars
($1,979,231.00).

On August 29, 2019, Borrower was awarded a HPTF loan in an amount not to exceed Sixteen
Million One Hundred Thirty-Five Thousand Nine Hundred Thirty-Six and 00/100 Dollars
($16,135,936.00) to develop a property located at 3500 East Capitol Street N.E. into ninety-
five (95) units of affordable housing, all of which are affordable to residents making 60% of
AMI, including fifteen (15) permanent supportive housing units dedicated to residents
transitioning from homelessness (the “Project”). The Project achieved stabilized occupancy in
December 2021.

The Project suffered higher than expected rent collection losses due to COVID-19, resulting in
significant budget shortfalls, necessitating the need for a loan increase in 2024 in the amount
of $2,300,000. The loan proceeds were used to pay down the permanent loan and fully fund
the borrower’s operating expenses. The Project continued to experience higher than expected
collection losses due to eviction related delinquencies and was approved for a Fall 2024
Consolidated Request for Proposals for Affordable Housing Projects funding award. These
HPTF loan proceeds will be used to pay operating deficits, aged payables and deferred repairs

Department of Housing and Community Development | 1800 Martin Luther King, Jr. Avenue, SE, Washington, DC 20020 | 202.442.7200 | dhcd.dc.gov

and maintenance to stabilize the Project and lessen the likelihood of foreclosure by the senior
lender.

The attached HPTF Loan Documents Omnibus Amendment is legally sufficient in accordance
with all applicable District of Columbia laws. If you have any specific questions regarding this
contract, please contact Julia Wiley on (202) 442-6295.

cc:
Chris Earley, Deputy Director, DHCD
Steven Lawrence, Associate Director of Asset Management, DHCD
DC Council Version 1
WHEN RECORDED MAIL TO:
Department of Housing and Community Development
Office of the General Counsel
1909 Martin Luther King Jr. Avenue, S.E.,
Washington, D.C. 20020
Attention: Julia Wiley

DHCD CONTRACT NO. 2019-14

HPTF LOAN DOCUMENTS SECOND OMNIBUS AMENDMENT

This HPTF Loan Documents Second Omnibus Amendment (this “Amendment”) is
entered into as of ____________, 2025, by and between 3500 East Cap Venture, LLC
(“Borrower”), Julia H. Wiley , as trustee (“Trustee”) and the District of Columbia , a
municipal corporation acting by and through the D.C. Department of Housing and
Community Development (“Lender”; together with the Borrower, the “Parties”).

Recitals:

A. WHEREAS, the Parties have heretofore entered into the following documents,
among others:

1) that certain Loan Agreement, dated as of August 29, 2019, between
Borrower and Lender (the “ Loan Agreement”) attached hereto as Exhibit
C;

2) that certain Housing Production Trust Fund Program Deed of Trust,
Assignment of Leasehold Deed of Trust, Assignment of Rents and Leases
and Security Agreement, dated as of August 29, 2019, by Borrower to
Trustee, for the benefit of Lender, and recorded as Document Number
2019092780 with the Recorder of Deeds for the District of Columbia (the
“Records”);

3) that certain Declaration of Covenants, dated as of August 29, 2019, made by
Borrower for the benefit of Lender;

4) that certain Conditional Commitment for a Housing Production Trust Fund
Program Loan, dated June 13, 2019, between Lender and Borrower (the
“Commitment”); and

5) that certain Second Deed of Trust Note, dated as of August 29, 2019, made
by Borrower (the “Note”).

DC Council Version 2
The documents listed in items Recital (A)(1) -(5) above shall be collectively
referred to herein , as amended by that certain HPTF Loan Documents Omnibus
Amendment dated February 28, 2024 (the “First Amendment”) attached hereto as Exhibit
D, and recorded as Document Number 2024021357 with the Records, as the “Original
Documents.” Capitalized terms used in this Amendment that are not defined herein shall
have the meanings given to such terms in the Original Documents.

B. WHEREAS, the Parties entered into the Original Documents to secure payment of
a loan from Lender to Borrower in the original principal amount of $16,135,936.00,
which was increased to $18,435,936.00 pursuant to the First Amendment (the
“Loan”), of which the original principal amount of $16,135,936.00 was deemed
“Tranche A” and the additional principal balance of $2,300,000 added pursuant to
the First Amendment was deemed “ Tranche B”, all as a part of a loan transaction
to fund the construction a ninety-five (95) unit multifamily rental project known as
The Solstice Phase II (the “Project ”) (which is located on real property at 3500
East Capitol Street NE, more particularly described on Exhibit A attached hereto
and made a part hereof);

C. WHEREAS, all Project housing units are affordable to and reserved for households
making 50% or less of the Area Median Income, including 15 permanent
supportive housing units dedicated to residents transitioning from homelessness;

D. WHEREAS, the Lender issued the Fall 2024 Consolidated Request for Proposals
for Affordable Housing Projects (“RFP”) in August 2024 with a goal of providing
bridge, gap and support funding to multi-family affordable housing projects
demonstrating operating pressures due to unplanned vacancies, rental
delinquencies, and or extraordinary increase in budgeted operating expenses post-
construction and lease-up;

E. WHEREAS, the Project has experienced higher than expected collection losses due
to the COVID- 19 pandemic , eviction related delinquencies, and ensuing events ,
and Borrower submitted an RFP application funding request , which was approved
for a HPTF funding award to stabilize the Property; and

F. WHEREAS, the Parties desire to amend the Original Documents to increase the
principal amount of the Loan to $20,415,167.00, with the added principal balance
of One Million Nine Hundred Seventy -Nine Thousand Two Hundred Thirty -
One and 00/100 Dollars ( $1,979,231.00) in HPTF funds deemed part of Tranche
B.

The Parties are entering into this Amendment to evidence and effectuate the
foregoing, and to amend the Original Documents.

NOW, THEREFORE, the Parties agree as follows:

DC Council Version 3
1. The principal amount of the Loan is increased by agreement of Lender and
Borrower to add One Million Nine Hundred Seventy -Nine Thousand Two Hundred
Thirty-One and 00/100 Dollars ($ 1,979,231.00) in HPTF funds for a maximum principal
amount of $20,415,167.00 , consisting of Tranche A in the amount of $16,135,936 and
Tranche B in the amount of $4,279,231.00.

2. Exhibit B attached to the Loan Agreement is hereby deleted and replaced
with Exhibit B attached hereto as of the date hereof.

3. Lender and Borrower hereby remake and reaffirm, as of the date of this
Amendment, all of their representations, warranties, covenants and undertakings under the
various Original Documents.

4. The Parties intend that this Amendment constitute an amendment to the
Original Documents, as applicable. The Parties agree to execute and acknowledge (or
cause to be executed and acknowledged) and deliver all documents, and take all actions,
reasonably required from time to time to give effect to the provisions of this Amendment
and to confirm the rights created or now or hereafter intended to be created under the
Original Documents, as amended by this Amendment, or otherwise to carry out the
purposes of this Amendment.

5. As amended by this Amendment, the Original Documents shall continue to
be and remain in full force and effect, and are hereby ratified and confirmed.

6. This Amendment does not affect the senior priority of that certain Deed of
Trust, Security Agreement and Assignment of Rents and Leases, dated as of August 1,
2019 by Borrower to Todd A. Lee and Stanley Jackson , as trustee s, for the benefit of the
District of Columbia Housing Finance Agency, and recorded as Document Number
2019092775 in the Records.

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

DC Council Version 4
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment under
seal as of the date first above written.

BORROWER:

3500 EAST CAP VENTURE LLC,
a District of Columbia limited liability company

By: 3500 East Cap Operator, LLC,
a District of Columbia limited liability company,
its Managing Member

By: 3500 East Cap Partners, LLC,
a District of Columbia limited liability company,
its Managing Member

By: MidAtlantic Realty Partners, LLC,
a Virginia limited liability company,
its Manager

By: ____________________
Robert J. Murphy
Authorized Signatory

District of Columbia, ss:

I, , a Notary Public in and for the above jurisdiction, hereby
certify that Robert J. Murphy in his capacity as Authorized Signatory in the foregoing
instrument bearing the date as of _________________, 2025, personally appeared before
me in said jurisdiction, and as said attorney -in-fact, acknowledged and delivered said
instrument to be the act and deed of the Borrower.

Witness my hand and official seal this day of ____________, 2025.

[SEAL] _______________________
Notary Public
My Commission Expires:

DC Council Version 5
LENDER:

DISTRICT OF COLUMBIA, a municipal
Corporation, acting by and through the
Department of Housing and Community
Development

By: _________________________
Colleen Green
Director

District of Columbia, ss:

I, , a Notary Public in and for the above jurisdiction, hereby
certify that Colleen Green in her capacity as Director of the District of Columbia
Department of Housing and Community Development in the foregoing instrument bearing
the date as of _________________, 2025, personally appeared before me in said
jurisdiction, and as said attorney-in-fact, acknowledged and delivered said instrument to be
the act and deed of the Lender.

Witness my hand and official seal this day of ____________, 2025.

[SEAL] _______________________
Notary Public
My Commission Expires:

DC Council Version 6
TRUSTEE:

_________________________
JULIA H. WILEY

District of Columbia, ss:

I, , a Notary Public in and for the above jurisdiction, hereby
certify that Julia H. Wiley, in the foregoing instrument bearing the date as of
_________________, 2025, personally appeared before me in said jurisdiction, and as said
attorney-in-fact, acknowledged and delivered said instrument to be the act and deed of the
Trustee.

Witness my hand and official seal this day of ____________, 2025.

[SEAL] _______________________
Notary Public
My Commission Expires:

DC Council Version 7
Exhibit A

Property Description

Part of Record Lot 40, Taxed as Lot 805, Square 5047, District of Columbia

Part of Record Lot 40 in Square 5047, District of Columbia, as the same is set forth on that
certain Plat of Subdivision made September 6, 2016 by East Capitol Minnesota, LLC, and
recorded December 23, 2016 in Subdivision Book 211 at Page 196 among the Records of the
Office of the Surveyor of the District of Columbia; said part of Lot 40 being part of the same
land as conveyed to East Capitol Minnesota, LLC, by Deed dated December 5, 2005 and
Recorded December 7, 2005 as Instrument Number 2005175664 in the Office of the Recorder of
Deeds of the District of Columbia; said part of Lot 40 being known for purposes of Assessment
and Taxation at the date hereof, as Lot 805 in Square 5047; and being more particularly
described as follows:

BEGINNING at the southwest corner of the above referenced Lot 40, being the intersection of
the northerly line of East Capitol Street (160 ft. wide) with the easterly line of 35th Street, N.E.
(60 ft. wide); thence departing East Capitol Street and running with said easterly line of 35th
Street, N.E. and with the westerly line of said Lot 40:

1) North 37°30'30" East, 127.37 feet to a point; thence departing said 35th Street, N.E. and
running with the southerly line of a Public Alley (16 ft. wide) and the northerly line of
said Lot 40;

2) Due EAST 296.10 feet; thence departing said Public Alley and running in, through, over
and across said Lot 40;

3) Due SOUTH 101.04 feet; to the aforementioned northerly line of East Capitol Street,
being also the southerly line of said Lot 40; thence running with said northerly line of
East Capitol Street;

4) Due WEST, 373.66 feet to the point and place of beginning, containing 33,836 square
feet or 0.77677 of an acre of land.

Together with the non-exclusive easements described in that certain Declaration of Reciprocal
Easements, Covenants and Restrictions by and between 3534 East Cap Venture, LLC, a District
of Columbia limited liability company, and 3500 East Cap Venture LLC, a District of Columbia
limited liability company, recorded as Instrument No. 2017124008, as amended by First
Amendment to Declaration of Reciprocal Easements, Covenants and Restrictions to be recorded
in the Office of the Recorder of Deeds of the District of Columbia.

DC Council Version 8
Exhibit B

Project Budget

[see attached]
Sources
HPTFLoan
TotalSources
Uses;
OperatingDeficits
AgedAccountPayables
RepairandMaintenance
SponsorReimbursables

1,979,231.00
1,403,091.00
75,969.00
81,171.00
419,000.00
1,979,231.00

DC Council Version 9
Exhibit C

Loan Agreement

[see attached]
3500 East Cap Venture, LLC HPTF Loan Agreement

1
3500 East Cap Venture, LLC HPTF Loan Agreement

DHCD CONTRACT NO. 2019-14

LOAN AGREEMENT

THIS LOAN AGREEMENT (the " Agreement") is made as of this 29 th day of August, 2019, by
and between 3500 East Cap Venture, LLC (the “Borrower”), and the District of Columbia
(the “ District”), a municipal corporation acting by and through the D.C. Department of
Housing and Community Development (the “Lender”, “DHCD” or “Department”).

RECITALS

R.1 Borrower’s principal place of business is at: 3050 K Street, NW, Suite 125,
Washington, DC 20007;

R.2 Borrower and Lender desire that the Lender make a loan to the B orrower in the amount
not to exceed Sixteen Million One Hundred Thirty-Five Thousand Nine Hundred T hirty-
Six Dollars and Zero Cents ($16,135,936.00) (“Loan”) of Housing Production Trust Fund
(“HPTF”) monies to pay for costs associated with the new construction d evelopment of certain
real property located at 3500 East Capitol Street, NE, aka The Solstice Phase II, in
Washington, DC ( “Project”) a n d i s f u r t h e r d e s c r i b e d i n Exhibit A attached hereto
(“Property”) and made part of this Agreement, in which costs are subject to Lender’s approval
as provided herein;

R.3 The Loan will be financed using HPTF monies not to exceed $16,135,936.00 that will be
disbursed on or after the date hereof;

R.4 The Loan proceeds will only be disbursed upon Borrower’s submi ssion of draw requests
documenting HPTF eligible costs in accordance with the Lender-approved Draw schedule,
attached hereto as Exhibit B as same may be adjusted from time-time as construction progresses,
provided the Borrower has met the documentary requirements for disbursement to the reasonable
satisfaction of the Lender.

R.5 The HPTF funding is authorized pursuant to the Housing Product ion Trust Fund Act of
1988, D.C. Official Code § 42-2801 et seq. and the District of Colu mbia Municipal Regulations
Title 10, Chapter 41, both as may be amended from time to time (collectively, the “HPTF
Regulations” or the “HPTF Statutes”);

R.6 Lender and Borrower desire to set forth the terms and conditi ons of the Loan in this
Agreement;

3534 East Cap Venture, LLC Loan Agreement
3500 East Cap Ventures, LLC Loan Agreement

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R.7 Borrower agrees to use the Loa n to finance HPTF eligible expenses including
construction costs, soft costs, acquisition costs and the reimbursement of predevelopment costs,
regardless of when incurred and approved by DHCD as set forth herein (collectively, “Eligible
Costs”) and upon completion of construction, the operation of the Property as ninety-five (95)
units of rental housing wherein five (5) units will be deed restricted as Permanent Supportive
Housing units, filled from the DC Coordinated System, to be affordable to and occupied by
households at or below 30% of AMI and ninety (90) units will be deed restricted at or below
50% of AMI as defined in the HPTF statute. Permanent supportive housing (PSH) is defined, as
defined by HUD, as community-based housing without a designated length of stay in which
formerly homeless individuals and families live as independently as possible.

R.8 Borrower’s activitie s identified herein are eligible for receipt of available funds under the
HPTF Regulations and all local laws and regulations;

R.9 HPTF funds are available to the Department in the fiscal year 2019 for eligible housing
production projects;

R.10 DHCD approved the request for H PTF assistance and has determined such application to
be in full compliance with all applicable HPTF Regulations; and

R.11 Borrower shall comply with all applicable United States and District of Columbia laws
and regulations.

NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

3534 East Cap Venture, LLC Loan Agreement
3500 East Cap Ventures, LLC Loan Agreement

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DEFINITIONS

For the purposes of this Agreement, the following terms shall h ave the meaning ascribed to them
below.

Whenever any words are used in this Agreement in the masculine, feminine or neuter gender,
they shall be construed as though they were also used in anothe r gender in all cases where they
would so apply, and whenever any words are used in this Agreeme nt in the singular or plural
form, they shall be construed as though used in the other form in all cases where they would so
apply.

The captions and headings contained in this Agreement are included herein for convenience or
reference only and shall not be considered a part hereof and ar e not in any way intended to limit
the terms of this Agreement.
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3500 East Cap Venture, LLC Loan Agreement

(a) Affirmative Action Plan - The plan submitted by the Borrower and its general contractor to
Lender for approval prior to Loan Closing, the issuance of a Notice to Proceed and the
distribution of any Loan proceeds. Such plan shall contain details of the Borrower’s and its
general contractor's efforts to comply with the District’s goals for the hiring of minority,
women and local, small or disadvantaged business enterprises in the demolition and
construction of the Property, all as set forth in the Loan Commitment.

(b) Declaration of Covenants– Covenants granted by the Borrower in favor of the Lender,
dated the date of Loan Closing and recorded in the land records of the District of
Columbia. The covenants shall run with the land and shall bind the Borrower and all
successors and assigns for the benefit of the Lender and shall require that the
maintenance, operation, and affordability of the Property remain in compliance with the
HPTF Regulations for a period of fifty (50) years from the Loan Closing.
Notwithstanding the foregoing, for the purposes of the Declaration of Covenants, Lender
acknowledges that Borrower and the District of Columbia Housing Authority (“DCHA”)
have entered into an agreement for DHCA to provide at least fifteen (15) years of Local
Rental Subsidy Program (“LRSP”) project-based rent subsidy to the PSH Units after the
Project is Placed in Service. If the LRSP rental subsidy is not available from DCHA,
then the Borrower shall provide immediate notice to Lender of the non-availability.
Borrower shall have the opportunity to identify a replacement rental subsidy. In the
event that the Borrower has exercised diligent efforts to secure an alternate source of
subsidy without success, and provided DHCD with evidence of same, and despite such
diligence, Borrower unable to provide a replacement rental subsidy in an amount that is
at least equivalent to the LRSP subsidy and is unable to provide the funds needed to
replace the subsidy within sixty (60) days after the subsidy runs out, Borrower shall be
entitled to rent the PSH Units to Low Income Households not making more than 60% of
AMI once the prior Extremely Low Income tenant(s) vacate their apartments.
Throughout the term of the Loan, Borrower shall have a continuing obligation to make a
good faith effort to have such units rented to Extremely Low Income Households and at
all times during the Loan Term, Borrower shall contact DCHA every time a Reserved
Unit become vacant to get a replacement PSH tenant and replacement LRSP funds.
Borrower shall allow DCHA at least sixty (60) days from the date of contact to find a
replacement PSH tenant and to provide LRSP funds.

(c) Deed of Trust - The Loan shall be secured by not less than a SECOND deed of trust
subordinate to the first position lender, the District of Columbia Housing Finance Agency
(together with its successors and assigns, including, without limitation, JPMorgan Chase
Bank, N.A., as bond purchaser, “First Position Lender”).

(d) Developer – The entity that will manage the redevelopment of the Property and will earn the
development fee (“Development Fee”) as shown in Exhibit B, Project Budget attached
hereto. The Development Fee shall be paid in accordance with the Project Budget. If there
are unpaid developer fees (“Deferred Developer Fee”) remaining after the final equity
installment is paid pursuant to the Operating Agreement, the Deferred Developer Fee shall
be repaid from annual installment payments that are ahead of the Available Cash Flow
3500 East Cap Venture, LLC Loan Agreement
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3500 East Cap Venture, LLC Loan Agreement

payments made to Lender, as set forth in Schedule A.

(e) Financing Statement - That certain financing statement that shall be recorded in the land and
chattel records of the District of Columbia to create a lien on all of the fixtures, furnishing,
and equipment of the Borrower used in connection with the operation of the Property as a
housing facility. Such lien shall further secure the Borrower’s promise to repay the Loan in
accordance with the terms and conditions of the Loan Documents.

(f) Loan - The HPTF financing provided by Lender in the principal amount not to exceed
Sixteen Million One Hundred Thirty-Five Thousand Nine Hundred Thirty-Six Dollars
and Zero Cents ($16,135,936.00) evidenced by the Loan Documents.

(g) Loan Closing - Loan Closing shall be defined as the date that the Loan Documents are fully
executed and delivered to Lender.

(h) Loan Commitment – Lender’s letter of conditional commitment to make the Loan to the
Borrower, fully executed on June 13, 2019.

(i) L o a n D o c u m e n t s - T h i s A g r e e m e n t , t h e D e e d o f T r u s t N o t e , t h e D eed of Trust, the
Declaration of Covenants, the Loan Commitment, the Subordinatio n Agreement and the
Financing Statement. All Loan Documents shall be incorporated herein by reference. In the
event of a conflict in terms between this Agreement and any oth er Loan Document, the
Lender, in its reasonable discretion, shall decide which document controls.

(j) Note - That certain not less than SECOND Deed of Trust Note made by Borrower, of even
date herewith, as may be amended from time to time, shall evidence Borrower’s promise to
Lender to repay the Loan under the terms and conditions of the Loan Documents and the
HPTF Regulations.

(k) Permitted Encumbrances – all items set forth as exceptions on the Lender’s title policy
issued in connection with the Loan Closing.

(l) Project Budget – The schedule attached hereto and incorporated herein as Exhibit B, that
sets forth the sources and uses for the development of the Project, as amended from time to
time, and subject to Lender approval, in its reasonable discretion.

(m) Repayment Schedule- The schedule attached hereto and incorporated herein as Exhibit C,
that sets forth the annual payments and interest for the repayment of the Loan.

(n) Reserved Units – The total ninety-five (95) residential housin g units in the Property that
shall be reserved for Extremely Low Income Households, Very Low Income Households
and Low Income Households for the period ending no later than f ifty (50) years from the
date of the Loan Closing. Upon completion, the operation of the Property as ninety-five (95)
units of rental housing wherein five (5) units will be deed res tricted as PSH units to be
affordable to and occupied by households at or below 30% of AMI ninety (90) units will be
deed restricted at or below 50% of AMI as defined in the HPTF s tatute. Throughout the
3500 East Cap Venture, LLC Loan Agreement
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3500 East Cap Venture, LLC Loan Agreement

term of the Loan, the Reserved Units shall be operated in their current configuration of:
Sixteen (16) One Bedroom, Sixty-Seven (67) Two Bedroom, and twe lve (12) Three
Bedroom apartments. The five (5) PSH units shall be designated as follows: five (5) units
shall be three (3) bedroom units.

For the purposes of the Loan, the term “Extremely Low Income Household” shall be
defined as a renter who heads a household with a total aggregat e income that is less than or
equal to thirty percent (30%) of the Area Median Income for the Washington Metropolitan
Statistical Area as set forth in the periodic calculation provi ded by the United States
Department of Housing and Urban Development and adjusted for fa mily size in accordance
with the HPTF Statutes (“AMI”). “Very Low Income Household” s h a l l b e d e f i n e d a s
households with income equal to, or less than fifty percent (50 %) of AMI. “Low Income
Household” shall be defined as households with income equal to, or less t han sixty percent
(60%) of AMI. Notwithstanding the above, if an Extremely Low I ncome Household or
Very Low Income Household tenant that occupies a Reserved Unit and subsequently
becomes an “Over-Income Tenant” (defined herein as a tenant whose total household
income exceeds the applicable AMI), such household may remain i n the unit and Borrower
agrees to rent or transfer such unit to another Extremely Low I ncome Household unit or
Very Low Income Household unit when such unit becomes vacant. T his Section is subject
to the qualifications to be set forth in the Affordable Housing Covenant with respect to the
availability of LRSP and tenants qualifying as Extremely Low Income Households.

(o) Senior Loan – The financing provided to Borrower, together with its successors and assigns
by the First Position Lender, using proceeds of the DCHFA Multifamily Housing Mortgage
Revenue Bonds issued for the benefit of the Project in an amount not to exceed
$20,000,000.00 (subject to change prior to Loan Closing as approved by Lender) and
evidenced by a promissory note, loan agreement, deed of trust, financing statements and
other documents from Borrower to First Position Lender to secure the repayment of the
Senior Loan, all such documents may be dated after the date hereof and shall be referred to
herein collectively or singularly as "Senior Loan Documents."

(p) Subordination Agreement – That certain Subordination Agreement, dated as of the date of
Loan Closing, by and among First Position Lender, Lender and Borrower, to be recorded in
the land records of the District of Columbia.

List of Exhibits
Exhibit A – Legal Description of the Property
Exhibit B – Project Budget
Exhibit C – Repayment Schedule
Exhibit D- Davis-Bacon and Contract & Safety Standards Act Requirements
Exhibit D1- Davis-Bacon Wage Determination
Exhibit E- Drug Free Workplace Certification
Schedule A –Cash Flow Definition

3500 East Cap Venture, LLC Loan Agreement
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3500 East Cap Venture, LLC Loan Agreement

SECTION 1: LOAN PROVISIONS

(a) TERM OF LOAN: The term of the Loan shall be forty (40) years from the placed in
service date for the Project (“Loan Term”). “Placed in service” shall mean the date on
which the first unit is occupied.

(b) USE OF LOAN FUNDS: The Lender and Borrower agree that the Loan proceeds, subject
to availability, shall be used in accordance with the requirements of the Housing
Production Trust Fund Program (“HPTF Program” or “HPTF”) authorized pursuant to
the HPTF Law and Regulations, solely to fund Eligible Costs, and upon completion of
construction, the operation of the Property as 95 units of rental housing wherein five (5)
units will be deed restricted as Permanent Supportive Housing units to be affordable to and
occupied by households at or below 30% of AMI and ninety (90) units will be deed
restricted at or below 50% of AMI in accordance with the HPTF Regulations;

(c) INTEREST RATE: Interest shall accrue at a rate of one percent (1%) per annum, simple
interest, from the date of Loan Closing until the loan is paid in full. Interest shall accrue
immediately upon disbursement of the Loan proceeds.

(d) REPAYMENT: The Loan shall be payable in annual installments (including any accrued
interest thereon), and after full repayment of the deferred developer fee), paid from 75% of
“Available Cash Flow” as such term is defined in Schedule A attached to this Agreement.

1. Principal and Interest Payments. Beginning on the first May 1 following
the date that is 24 months after Loan Closing, and on each and every
subsequent May 1, the Borrower shall make a payment to Lender, inclusive of
principal and interest, from 75% of “Available Cash Flow” a s m o r e
particularly defined in Schedule A and such date shall be referred to as the
“Annual Payment Date.” “Loan Closing” shall mean the date on which all
of the Loan Documents are fully executed and delivered. Borrower’s payment
shall be made by check or wire and shall be delivered and paid as directed in
writing by Lender.

Regardless of whether or not there is Available Cash Flow to make a payment,
Borrower shall submit a calculation of Available Cash Flow and an audited
copy of the Borrower’s financial statements to Lender on each A nnual
Payment Date. Borrower’s submitt als shall be subject to the Le nder’s
approval.

All accrued and unpaid interest and Loan principal shall become due and
payable in full at the end of the Loan Term or upon the sale or refinancing of
the Property or transfer of the Property to another entity with out the prior
written approval of the Lender. The Loan may be prepaid at any time without
penalty; however, such prepayment will not affect the enforceab ility or term
3500 East Cap Venture, LLC Loan Agreement
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3500 East Cap Venture, LLC Loan Agreement

of the Affordability Covenant.

All payments received by Lender shall be applied first to interest outstanding,
then to principal outstanding. Any unpaid portion of this Loan shall be
treated as an accrual, in accordance with Generally Accepted Ac counting
Principles (“GAAP”) and any such outstanding principal, interes t and/or
penalties remaining at the end of the Loan Term shall be then d ue and
payable. Interim financial statements notwithstanding; the Borrower sh all
provide the Lender with an audited financial statement not late r than on each
Annual Payment Date.

2. Non-recourse Obligations. The Borrower’s obligations to repay the Loan
shall be non-recourse obligations , payable solely from (i) Avai lable Cash
Flow prior to the foreclosure of any lien on the Property or th e maturity of the
Loan and (ii) upon foreclosure of the Property under any lien, net proceeds
produced by such foreclosure after payment of all prior secured indebtedness,
and the Lender shall not be entitled to enforce any deficiency or other
monetary judgments personally against the Borrower or the membe rs of the
Borrower with respect to the payment obligations under the Loan Documents.

3. Notwithstanding the above limitations on liability, such limita tions of liability
shall not preclude the Borrower, or its members, from being nam ed as a
defendant in any suit seeking specific performance, declaratory judgment, or
an attachment proceeding, but notwithstanding the foregoing, th e payments of
principal and interest on the Loan shall remain nonrecourse;

4. The Borrower shall remain liable for (a) all loss, damage, reas onable cost and
expense (including reasonable attorney’s fees) suffered by the Lender as a
result of the Borrower’s, or its members’, fraud, deceit or int entional
misrepresentation, or gross negligence, failure to maintain ins urance upon the
Property, or the intentional or negligent waste of the Property; (b) all income,
revenues, rents, royalties, issues, and profits in possession o f the Borrower, or
its members, from the Property which, after the occurrence of a n Event of
Default (beyond any applicable notice and cure and/or grace per iod) are not
applied to the payment of sums due under the Note, the Loan, th e payment of
the normal operation expenses of the Property, the payments of the amounts
owed by the Borrower, or its members, to any lender pursuant to any Senior
Loan Documents (as hereinafter defined); and (c) all insurance proceeds and
condemnation awards in possession of the Borrower, or its membe rs, with
respect to the Property which proceeds or awards, as the case m ay be, are
intentionally misapplied in contra vention of the provisions of the Loan
Documents; and

5. Such limitation of liability shall be strictly construed, and s hall not have any
effect on any person other than the Borrower, or its members.

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3500 East Cap Venture, LLC Loan Agreement

(e) DISBURSEMENT OF LOAN FUNDS: Loan funds shall be disbursed in the following
manner:

1. Disbursement for Eligible Costs. The amount of HPTF monies used to fund Eligible
Costs shall be materially shown on Exhibit C, Project Budget, attached to this Loan
Agreement. The funds shall be disbursed by Lender in a timely manner after Loan Closing to the
Borrower to pay all Eligible Costs, substantiated by the Borrower and reasonably approved by
the Lender.

2. Construction Funds : The Loan proceeds will only be disbursed upon Borrower’s
submission of draw requests documenting HPTF eligible costs in accordance with the Lender-
approved Draw schedule, attached hereto as Exhibit B as same ma y be adjusted from time-time
as construction progress es, provided the Borrower has met the d ocumentary requirements for
disbursement to the reasonable satisfaction of the Lender. The Lender shall disburse Loan funds
to Borrower after Borrower has submitted documentation to Lende r sufficient, at Lender’s sole
discretion, to substantiate the c onstruction and non-construction work performed for all Eligible
Costs. Lender shall reserve a retainage of 10% of all costs (excluding any soft costs or
acquisition costs) from each disbursement of DHCD Loan funds (d raw), including construction
advances if any. Borrower shall provide documentation (i.e., v ouchers for actual expenses
incurred to be paid at Loan Closing or at the time of disbursem ent of the Loan proceeds for
acquisition costs) to Lender, to be sufficient, at Lender’s sol e and reasonable discretion, to
substantiate the work performed and in conformity with the appr oved Project Budget. Any Loan
proceeds used for reimbursement of eligible pre-development cos ts for the site preparation and
other Lender approved costs shall be disbursed to the Borrower in accordance with the Project
Budget and the use of the Loan proceeds, described in the Loan Documents, as prior approved by
the Lender.

All retainage held by Lender sh all be paid upon substantial co mpletion of the Project, the
submission of satisfactory releases of liens from the general c ontractor and all sub-contractors,
which may be conditioned on payment of retainage amounts, and t hat no workers are owed
restitution due to failure to comply with Davis-Bacon wage rate s while working on the Project.
Lender reserves the right, prior to making any disbursements of Loan funds to:

 Inspect the work performed for which a disbursement is sought or otherwise
inspect the condition of the Property;
 Require a certificate of satisfaction and release of lien from the general
contractor and major subcontractors acknowledging receipt of payment for
prior construction work performed and paid out of prior Loan disbursements;
 Require a title report on the Property so that Lender can be assured that
Borrower has kept current on all of its obligations that could jeopardize
Lender’s security interest in the Property by resulting in a lien being placed
against the Property;
 Require the Borrower to pay off, bond over or otherwise cure any existing
liens on the Property that Lender has been made aware of and that have not
been approved by the Lender;
3500 East Cap Venture, LLC Loan Agreement
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3500 East Cap Venture, LLC Loan Agreement

 Limit construction draws to no more than once per month; and
 Require an update on Borrower’s good faith efforts to comply with the
Affirmative Action Plan for this Loan.

c. Construction Progress Report. Borrower shall submit to the Lender a
construction progress report with each draw request, to include a description of
work currently completed, work completed over the proceeding draw, work
planned for the following draw, and significant Project issues (past, current,
planned and the proposed resolution of such issues).

d. Post-Settlement Disbursements. Borrower shall be responsible for all fees and
costs associated with obtaining an ALTA 33-06 Endorsement which advances the
coverage date and amount of the title policy on loans where DHCD withholds a
portion of the funds for critical repairs, architect fees, etc.

e. Invoice Submission Requirements. The Borrower shall create and submit
payment requests in an electronic format through the DC Vendor Portal. The DC
Vendor Portal is an online system that allows the Borrower to c reate and submit
invoices by selecting the applicable purchase order number whic h is listed on the
Borrower’s profile. The Borrower must be registered in the portal prior to invoice
submission. The vendor portal website is www.vendorportal.dc.g ov. Log on to
the portal site for further details and instructions. The Borr ower must inform the
Agency’s point of contact if there are any objections or limita tions with the use of
the site prior to accepting funds.

f. Additional Financing. Borrower will not incur any additional mortgage
indebtedness secured by the Property without the express writte n consent of the
Lender, except that the Borrower shall be permitted to refinance the balance of the
Senior Loan or this Loan at any time (but for not more than the outstanding
balance of principal and unpaid interest and fees) upon commer cially reasonable
terms and subject to the prior approval of the Lender which app roval shall not be
unreasonably withheld, conditioned or delayed. Lender agrees to subordinate its
Deed of Trust to the replacement senior loan(s) pursuant to any refinance
permitted under this Section (regardless of whether DHCD consen t is required for
same) subject to a subordination or similar agreement reasonabl y acceptable to
Lender.

3. No Escrow . Any and all funds disbursed to the Borrower in accordance wit h this
Agreement must be expended within five (5) business days of rec eipt. If the funds are not
expended within five (5) business days of receipt, such funds m ust be returned to DHCD
immediately and in no event more than the next business day. A ny interest earned on these
funds during the five (5) day per iod must be returned to DHCD. In no event shall the
Borrower escrow the Loan funds. Further, Lender shall not disbu rse funds to a Borrower
without a demonstrated expectati on that the Borrower shall expe nd the funds within five (5)
business days. In no event shall the Lender disburse Loan fund s to Borrower in advance of a
3500 East Cap Venture, LLC Loan Agreement
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3500 East Cap Venture, LLC Loan Agreement

demonstrated expectation that the funds will be expended within five (5) business days for
Eligible Costs.

4. No Advances: In no event shall the Lender disburse Loan funds to Borrower in
advance of a demonstrated expectation that the funds will be ex pended within five (5)
business days for Eligible Costs.

SECTION 2: REPRESENTATIONS AND WARRANTIES OF BORROWER

T h e B o r r o w e r , t o t h e b e s t o f i t s k n o w l e d g e a n d b e l i e f , r e p r e s e nts and warrants to Lender the
following which shall be true and correct in all material respects as of the date hereof:

(a) The Borrower shall have, good and marketable title to any and all assets securing this
Loan at the time that Lender records the security documents evidencing its security
interest, subject to no mortgage, lien, encumbrance, conditional sales contract or other
obligation, whether absolute or contingent, except those relating to the Senior Loan, if
applicable, Permitted Encumbrances, or which have been disclosed to and accepted
by Lender, and Borrower will defend title thereto against all claims and demands
whatsoever and furnish to Lender such further assurances of title, including bonding
over or insuring over such claims, as may be necessary to effectuate the purposes and
provisions of this Agreement or to perfect, continue or terminate Lender's security
interest and pay all reasonable costs in connection therewith.
(b) There has not been and shall not be prior to Loan Closing, any changes made, or
caused to be made, by Borrower in the financial condition, assets, liabilities, business
or prospects of the Borrower other than changes in the ordinary course of business
(none of which is materially adverse to Borrower), nor any damage, destruction or
loss to the same, whether or not covered by insurance, which has materially and
adversely affected the ability of the Borrower to acquire and make critical repairs to
the Property.
(c) Borrower shall not make or cause to be made prior to Loan Closing, any material
capital expenditures, purchases or acquisitions not in the ordinary course of business,
other than in connection with predevelopment costs or the acquisition, critical repair
and operation of the Property.
(d) On the date of Loan Closing, there shall not be pending or threatened, any litigation,
proceeding or investigation, which may result in any material and adverse change in
the financial condition, assets, liabilities, business or prospects of the Borrower, and
Borrower does not know of any basis for any such litigation, proceeding or
investigation.
(e) The Borrower holds or will obtain all licenses, certificates, permits, franchises and
rights, from all appropriate federal or District of Columbia authorities necessary for
the construction of the Project.
(f) There are no actions or proceedings pending or threatened against the Borrower, to
the best of Borrower's actual knowledge, to liquidate or reorganize it or place it into
receivership.
(g) All federal and District of Columbia withholding, sales, franchise or real estate taxes
due or payable, either pursuant to assessment against the Borrower, or the Property,
3500 East Cap Venture, LLC Loan Agreement
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3500 East Cap Venture, LLC Loan Agreement

or a payment obligation contained in a lease or other contract or agreement, have
been paid by the Borrower or provision for the payment of the same has been made,
as of the Loan Closing.
(h) Any financial statements of the Borrower furnished by the Borrower to Lender are
true, correct and complete, as of the date of certification of same.
(i) This Agreement has been executed and delivered pursuant to and in strict conformity
with the provisions of the organizational documents of the Borrower.

SECTION 3: OMISSIONS AND RELIANCE

(a) Borrower warrants and represents to Lender that, to Borrower’s knowledge, the
statements contained in this Agreement, all documentation provi ded to Lender or its
representatives and all other representations or statements mad e by or on behalf of
Borrower to Lender or its representatives in connection with th e application for and
closing of the Loan are true and complete in all material respects and do not omit any fact
or information material to Lender's evaluation of said applicat ion of and Borrower's
compliance with the conditions for the Loan Closing. Borrower acknowledges that
Lender has relied on this warranty and representation in connec tion with making the
Loan. If Borrower has made any material misrepresentation in c onnection with the
application for and closing of this Loan, such shall be a defau lt under the Loan entitling
the Lender to exercise its right to accelerate the maturity of the Loan and exercise any
and all other default remedies; provided, however, that the Len der shall first provide
written notice to the Borrower of the same, and the Borrower sh all have a period of sixty
(60) days after receipt of notice to cure such default, which period may be extended if the
default cannot be reasonably cured within sixty (60) days and B orrower is diligently
pursuing the cure of the same.

(b) Notwithstanding any investigation conducted before or aft er Loan Closing, and
notwithstanding any facts and ci rcumstances which any party may learn as a result of
such investigation or otherwise, the parties shall be entitled to rely upon the warranties
and representations set forth herein.

(c) Borrower shall indemnify and hold Lender harmless at all times after the date hereof
against and in respect of all costs, expenses, claims, suits, damages, deficiencies,
liabilities and loss (including, without limitation, reasonable costs and expenses for legal
and accounting services incurred in connection therewith) of any nature suffered,
incurred or paid by the Lender which would not have been suffered, incurred or paid if all
the representations, warranties, covenants and agreements made by the Borrower in this
Agreement or in any other instrument or document furnished to Lender in connection
with the Loan had been true, complete and correct.

SECTION 4: LENDER'S COSTS AND EXPENSES

3500 East Cap Venture, LLC Loan Agreement
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3500 East Cap Venture, LLC Loan Agreement

The Borrower agrees to bear all reasonable costs and expenses, if any, incurred by Lender in
connection with the collection a nd enforcement of the Loan Docu ments, including reasonable
attorneys’ fees whether or not suit is brought.

SECTION 5: BORROWER'S COVENANTS

Until the expiration of the Loan Term, the Borrower covenants that it has or will:

(a) Cooperate with the Lender, its representatives and duly authori zed agents in the
collection, enforcement and financial disclosures respecting this Agreement.

(b) Comply with all statutes and government regulations and pay promptly when due and
payable all taxes, assessments, governmental charges, claims fo r labor, supplies, rent and
other obligations relating to Borrower, except liabilities being contested in good faith and
against which, if requested by the Lender, the Borrower will es tablish a reserve
satisfactory to the Lender.

(c) The Borrower shall not, w ithout prior written consent of the Lender, not to be
unreasonably withheld, conditioned or delayed, transfer, pledge , encumber, assign or
otherwise burden or sell title to, or any of its interest, equitable or legal, in the Property to
any person or entity whatsoever, except as permitted by the Loan Documents.

(d) The Borrower shall use th e Loan funds solely for the purposes set forth in this Agreement
and the Loan Commitment.

(e) Borrower shall comply with t he requirements of the Loan Documents.

(f) All written or printed materials distributed or posted by Borrower about the development of
the Property shall publicize that the DHC D has funded Borrower’ s construction of the
Property. Further, Borrower’s announcement of all public event s that publicize the
development of the Property shall acknowledge funding by the Le nder. This may include,
but is not limited to, newspaper announcements or advertisement s, flyers, postings, any
radio and television announcements.

(g) Recordkeeping/Inspections
a. Borrower shall cooperate with the Lender, its representatives and duly authorized
agents in the collection and inspection of documentation, including financial
disclosures required to be provided under this Agreement. Specifically, Borrower
shall:

(1) Maintain complete and accurate books and records and documentation of all
expenses incurred by Borrower, including with respect to its agents or assigns in
connection with the Project and the use of the Loan proceeds.

(2) Permit all reasonable inspections of the Project and Project records as Lender
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3500 East Cap Venture, LLC Loan Agreement

to facilitate HPTF program monitoring and to ensure the quality of the Property
and compliance with federal and District laws.

(3) Maintain accurate records of the tenant household incomes and rent levels
each time that a Reserved Unit is rented, updated on a monthly basis and available
for inspection by the Lender within ten (10) days of Lender’s request therefore.

(4) Borrower shall submit an annual certification to Lender that all Reserved
Units, as they become vacant and available for occupancy, have been rented
exclusively to Very Low Income Households or Low Income Households at rent
levels consistent with the Affordable Housing Covenant and the HPTF Statutes.

(5) Borrower shall register any available Reserved Unit with the Housing Locator
website established pursuant to the Affordable Housing Clearinghouse Director
Act of 2008, D.C. Law 17-215, effective August 15, 2008 and shall actively seek
to market vacant units to households referred by the District of Columbia Housing
Authority as required in the HPTF Statutes.

(6) Keep records related to the Project for a period of five (5) years from the date
that such records are generated. If any litigation, claim or audit is 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.

(h) Quarterly Reports
a. Borrower shall, upon written request, submit to the Lender within thirty (30) days
of Lender’s request therefore, financial statements from Borrower’s prior fiscal
quarter, as well as:

b. (1) Receipts demonstrating Borrower’s payment of any quarterly taxes to the
District and the Internal Revenue Service; and

(i) Borrower’s Audit Report
Borrower shall submit to Lender on an annual basis:

(1) By the 120th day after the close of Borrower’s fiscal year, audited financial
statements of Borrower prepared in accordance with Generally Accepted
Accounting Principles, applicable OMB Circulars, and any other applicable federal
or District audit requirements; and

(2) By the 120th day after the close of Borrower’s fiscal year, a certification that all
Reserved Units rented during said fiscal year have been rented to households in
accordance with the Affordable Housing Covenant.

(j) Current on Obligations: Borrowe r shall comply with all statutes and government
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3500 East Cap Venture, LLC Loan Agreement

regulations and promptly pay when due all taxes, assessments, governmental charges,
claims for labor, supplies, rent, short term loans, long term indebtedness and other
obligations relating to the Borrower or the Project, except liabilities being contested in
good faith and against which, if requested by the Lender, the Borrower will establish a
reserve reasonably satisfactory to the Lender; provided that such reserve is not duplicative
of any reserve already being required by the Senior Lender, if applicable.

(k) Property Liens: Borrower shall comply with all terms, conditions and covenants of any
encumbrances. lien or indebtedness which affects any of the real or personal property
securing the Loan.
(l) Insurance
(1) Borrower shall obtain and m aintain at no expense to the Lender, builder’s
risk, casualty, all-risk, workers’ compensation (if Borrower has employees) and liability
insurance prepaid for at least one (1) year from the date of Loan Closing and listing the
Lender as an additional insured.

(2) Casualty insurance shall be for replacement costs of the Project.

(3) Builder’s risk shall be for t he cost to achieve 100% completion of
construction.

(4) Borrower must obtain a performance bond guaranteeing comple tion of
work performed by Borrower’s general contractor or a letter of credit in an amount
equal to 15% of the construction costs of the Project.

(5) Liability insurance shall not be less than $1,000,000.00 per incident and
$3,000,000.00 in the aggregate.

(6) Borrower (if Borrower has employees) and Borrower’s general contractor
shall have the necessary workers’ compensation insurance and any other type of
commercially reasonable insurance required for this type of project.

(7) Borrower must submit to Lender evidence of a commitment fo r Lender
Title Insurance, in at least the principal amount of the Loan. The title insurance
must insure that title to the Property is vested in the Borrower free and clear of liens
and encumbrances, except for Permitted Encumbrances.

(8) Borrower shall provide the L ender with thirty (30) days’ notice prior to
cancellation of any insurance required under this section and shall list the Lender as
a loss payee and irrevocable beneficiary. Borrower shall maintain such insurance
policies (other than builders risk after completion) required herein for the period
that the Loan remains outstanding.

(m) Property Transfer: Borrower sh all not, without prior written consent of the Lender,
transfer, pledge, encumber, assign or otherwise burden or sell title to, or any equitable or
legal interest, in the real or personal property which is security for this Loan and not
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3500 East Cap Venture, LLC Loan Agreement

specifically disclosed to and accepted by Lender as of the date of Loan Closing other than
as permitted by the Deed of Trust or other than a Permitted Encumbrance.

(n) Anti-Money Laundering Compliance: The Borrower shall comply with all anti-money
laundering federal statutes, laws, regulations and related federal statutes, laws, and
regulations, to the extent that they apply to the Borrower or the Project, which includes the
following:

(1) The requirements of the Bank Secrecy Act (31 U.S.C. § 5318) as amended by the USA
Patriot Act (Pub.L. 107-56) and Executive Order No. 13324.

(2) The requirements of applicable Executive Orders administered by the United States
Department of the Treasury’s Office of Foreign Assets Control pertaining to anti-money
laundering.

The Borrower or its designee agrees to cooperate with the Lender, its representatives and
duly authorized agents, and representatives and duly authorized agents of the United States
Government in the collection, enforcement and financial disclosures with respect to this
Agreement.

(o) Use of Funds: Borrower will use the Loan funds solely for the purposes set forth in this
Agreement.

(p) Restrictive Use Covenant: Throughout the Loan Term, Borrower shall rent the Reserved
Units as specified in the Affordable Housing Covenant.

(q) Compliance with Applicable Laws: The Borrower shall develop and maintain the Project in
compliance with the requirements of the HPTF Program law and regulations, applicable
federal and District requirements, laws and regulations and the Loan Documents.

(r) Acknowledgement of District Financing: Borrower shall, upon acquiring control of the
Project, place suitable signage indicating that the Project is being developed with financial
assistance provided by the District of Columbia Department of Housing and Community
Development, as well as provide suitable information to any news sources to confirm the
District of Columbia’s financial assistance to the development of the Project by the
Borrower.

(s) Property Management: At all times during the term of this Agreement, the Borrower shall
enter into a management contract with a licensed professional management company for
the Project, cancelable on 60 days’ notice, and otherwise in form and substance satisfactory
to the Lender. Lender hereby approves Kettler Management as the initial property
manager. The Borrower shall notify the Lender at least 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. 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.
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3500 East Cap Venture, LLC Loan Agreement

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 not to be unreasonably withheld, conditioned or delayed, and
shall provide that it shall be subject to termination, without penalty, upon written request
by the Lender, addressed to the Borrower if the property manager fails, after being
provided funds therefore from the Borrower, to take action to cure any material default
under the property management contract within 60 days’ notice thereof by the Lender with
a copy to the Borrower. In the event of an emergency situation, the 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 60
days from the date of the notice, provided that (i) the 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, if applicable. Lender may appoint itself or an agent to
manage the Project, in the event that Borrower does not terminate the manager and hire a
new one within the period specified herein.

SECTION 6: FEDERAL AND DISTRICT STATUTORY REQUIREMENTS

THE BORROWER WILL FULLY COMPLY WITH THE FOLLOWING FEDERAL
AND DISTRICT PROVISIONS, TO THE EXTENT THEY ARE DEEMED
APPLICABLE, BY THE LENDER, TO THE PROJECT

(A) The Fair Housing Act, Title VIII of the Civil Rights Act o f 1968, as amended, by the Fair
Housing Amendments Act of 1988 and the implementing regulations at 24 CFR Part 100, which
prohibit housing practices that discriminate based on race, co lor, national orig in, sex, religion,
disability and familial status.

(B) Davis-Bacon and Contract & Safety Standards Act Requireme nts. The Davis-Bacon Act
(40 U.S.C. 3141 et seq. , 29 CFR parts 1, 3, and 5) 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 are also
applicable to the “Related Acts,” under which construction proj ects are assisted through
federal or District funded grants , loans, loan guarantees, and insurance. Each contract
subject to Davis-Bacon labor sta ndards requirements must contai n in full the labor
standards clauses set forth in 29 CFR 5.5(a) relating to minimu m wages, apprentices and
trainees, withholding, payrolls and basic records, and liabilit ies and penalties for
violations. The mandatory Davis -Bacon contract provisions are attached hereto as
Exhibit D, Davis-Bacon Act Federal Labor Standards Provisions (HUD Form 4010).
Exhibit D is incorporated and ma de a part of this Agreement. T he wage determination
applicable to this Project is attached hereto as Exhibit D1 and is incorporated and made a
part of this Agreement. The mandatory Davis-Bacon labor provis i o n s s e t f o r t h i n
Exhibit D and the wage decision must be incorporated in the general contr act for the
construction of the Project and each subcontract at any tier.
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3500 East Cap Venture, LLC Loan Agreement

Each weekly payroll statement required under 29 CFR § 3.3 shall be delivered by the
contractor or subcontractor, with in seven days after the regula r payment date of the
payroll period, to a representative of the District of Columbia Department of Housing and
Community Development (DHCD) at the site of the building or wor k, or if there is no
representative of DHCD at the sit e of the building or work, the statement shall be mailed
by the contractor or subcontractor, within such time, to a Fede ral or State agency
contracting for or financing the building or work. (29 CFR § 3.4)

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. (29 CFR § 5.5(a)(3)(ii)(B)) Upon the request of
DHCD, Borrower shall provide or shall cause its contractor or s ubcontractor to provide
for DHCD’s review, any contract or subcontract upon which a certified payroll is based.

The Davis-Bacon and Related Acts labor standards and the Contract & Safety Standards
Act requirements shall survive the term of this Loan.

(C) The requirements of Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000)
(Nondiscrimination in Federally Assisted Programs) and implementing regulations at 24 CFR
Part 1.

(D) The prohibition against age discrimination under the Age Discrimination Act of 1975 (42
U.S.C. 6101 et seq.) and implementing regulations at 24 CFR Part 146. The prohibition against
handicap discrimination under section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) and
implementing regulations at 24 CFR Part 8.

(E) The requirements of Executive Order 11246 as amended by Executive Orders 11375, 11478,
12086, and 12107 (Equal Opportunity Programs) and the implementing regulations issued at 41
CFR Chapter 60.

(F) The Hatch Act, Chapter 15 of Title V, United States Code to the extent that no
funds provided, nor personnel employed under this Agreement, will be in any way or to any
extent engaged in the conduct of political activities in violation of the Hatch Act.

(G) The National Environmental Policy Act or other legislation implemented by 24 CFR Part
58.

(H) The Drug-Free Workplace requirements at 24 CFR Part 21 incorporated into the terms and
conditions set out in the “Drug-Free Workplace” certification, which is attached hereto and made
a part of this Agreement as Exhibit E.

(I) The federal and local laws and regulations governing lead-based paint remediation and lead-
safe work practices. 24 CFR Part 35; 40 CFR Part 745; DCMR Title 20, Chapter 8.

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3500 East Cap Venture, LLC Loan Agreement

(J) Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u) and
implementing regulations at 24 CFR Part 135 (“Section 3”).

During construction of the Project, Borrower will comply with and cause its successors, assigns,
agents, and agents to comply with 24 CFR Part 135. The Section 3 requirement applies to
assistance that exceeds $200,000.00 or where the contract or subcontract exceeds $100,000.00.

All Section 3 covered contracts must include the following clause in its entirety.
Noncompliance with HUD’s regulations in 24 CFR part 135 may result in sanctions,
default under the Loan Documents, and debarment or suspension from future
HUD-assisted contracts:

1. The work to be performed under this contract is subject to the requirements of
Section 3 of the Housing and Urban Development Act of 1968, as amended, 12
U.S.C. 1701u (Section 3). The purpose of Section 3 is to ensure that employment
and other economic opportunities generated by HUD assistance or HUD-assisted
project covered by Section 3, shall, to the greatest extent feasible, be directed to
low- and very low- income persons, particularly persons who are recipients of
HUD assistance for housing.

2. The parties to this contract agree to comply with HUD’s regulations in 24 CFR
Part 135, which implement Section 3. As evidenced by their execution of this
contract, the parties to this contract certify that they are under no contractual or
other impediment that would prevent them from complying with the part 135
regulations.

3. The contractor agrees to send to each labor organization or representative of
workers with which the contractor has a collective bargaining agreement or other
understanding, if any, a notice advising the labor organization or workers’
representative of the contractor’s commitments under this Section 3 clause, and
will post copies of the notice in conspicuous places at the work site where both
employees and applicants for training and employment practices can see the
notice. The notice shall describe the Section 3 preference, shall set forth
minimum number and job titles subject to hire, availability of apprenticeship and
training positions, the qualifications for each; and the name and location of the
person(s) taking applications for each of the positions; and the anticipated date
the work shall begin.

4. The contractor agrees to include this Section 3 clause in every subcontract
subject to compliance with regulations in 24 CFR Part 135, and agrees to take
appropriate action, as provided in an applicable provision of the subcontract or
in this Section 3 clause, upon a finding that the subcontractor is in violation of the
regulations in 24 CFR part 135. The contractor will not subcontract with any
subcontractor where the contractor has notice or knowledge that the
subcontractor has been found in violation of the regulations in 24 CFR part 135.

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3500 East Cap Venture, LLC Loan Agreement

5. The contractor will certify that any vacant employment positions, including
training positions, that are filled (1) after the contractor is selected, but before the
contract is executed, and (2) with persons other than those to whom the
regulation of 24 CFR part 135 require employment opportunities to be directed,
were not filled to circumvent the contractor’s obligations under 24 CFR part 135.

(K) The First Source Program which requires that contractors and subcontractors of a
government-assisted Project, totaling $300,000 or more comply with the District’s goals for
the recruitment, referral, and placement of D.C. residents. See D.C. Law 5-93, as amended,
D.C. Official Code §§ 2-219.01 et seq.

(L) The Borrower must register with the D.C. Apprenticeship Council and report the registration
number to DHCD. Further, all beneficiaries (to include contractors and subcontractors) of
District-funded projects/contracts that exceed $1 million dollars must register with the D.C.
Apprenticeship Council. See D.C. Law 2-156, as amended, D.C. Official Code § 32-1431.

(M) The conflict of interest provisions at 24 CFR 570.611.

(N) Minority/Women’s Business Enterprise Under Executive Orders 11625, 12432 and 12138 24
CFR 85.36(e)

(O) The National Environmental Policy Act or other legislation implemented in furtherance of 24
CFR Part 58.

(P) Borrower shall comply with the Language Access Act of 2004.

(Q) Small and Certified Business Subcontracting. As a recipient of District of Columbia
financial assistance, the Borrower shall comply with the small business enterprise (“SBE”)
subcontracting requirements of the Small and Certified Business Enterprise Development and
Assistance Act of 2005, as amended, D.C. Official Code § 2-218.01 et seq. The Borrower
must contact the District’s Department of Small and Local Business Development, which
will determine if the SBE subcontracting plan for the Project will be evidenced by a Certified
Business Enterprise (“CBE”) Agreement or an SBE Acknowledgement Form. A CBE
Agreement or SBE Acknowledgement Form must be executed before the closing and shall be
incorporated into and become a part of this Agreement.

(R) Borrower shall be required to demonstrate compliance with the Green Building Act of 2006,
as may be amended D.C Law 16-234,. D.C. Official Code §§ 6-1451.01 et seq.

For residential projects, borrower shall provide evidence of prebuild certification for the
current version of Green Communities Criteria (GCC) with Enterprise Community Partners
For non-residential projects, borrower shall submit a LEED checklist for the current version
of LEED with the US Green Building Council (USGBC).

For mixed use projects, borrower shall submit materials demonstrating compliance with GCC
or LEED compliance, as applicable.
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3500 East Cap Venture, LLC Loan Agreement

All borrowers must provide access to the Government of the District of Columbia to their
online project accounts with Enterprise or USGBC, as applicable.

(S) Borrower shall comply with all anti-money laundering federal statutes, laws, and regulations
and related federal statutes, laws, and regulations, including but not limited to, the following:

i. the requirements of the Bank Secrecy Act (31 U.S.C. § 5318) as amended by the
USA Patriot Act (Pub.L. 107-56) and Executive Order No. 13324; and
ii. the requirements of applicable Executive Orders administered by the US Dept. of
Treasury’s Office of Foreign Assets Control pertaining to anti-money laundering.

(T) Notwithstanding any other provision of this Agreement to the contrary, any and all
provisions which, may, could or appear to obligate the 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 under D.C. Official Code § 47-105 (2001 ed.).
If such provision(s) shall be in violation of the Antideficiency Act, that particular provision,
as applicable to the Lender, shall be void ab initio.

SECTION 7: HAZARDOUS MATERIALS AND INDEMNIFICATION

Borrower agrees to (i) comply with all governmental requirement s applicable to Hazardous
Materials (including lead paint) and other environmental, healt h, fire and safety laws or
regulations, including but not limited to the Occupational Heal th and Safety Act and American
With Disabilities Act, (ii) notify the Lender of any notice rec eived by the Borrower of any leak,
spill or other release of Hazardous Materials or of any violati on of any environmental, health,
fire or safety laws or regulations with respect to the Property in which event Lender shall be
allowed a right of entry (including the right to conduct tests and take samples from the Property)
and may, but shall not be required to, remediate the problem, p rovided the Borrower shall have
the first right to perform any remediation so long as Borrower is diligently pursuing such
remediation and notified Lender of such remediation, (iii) if u nlawful Hazardous Materials are
determined to be located on the Property or another environment al, health, fire or safety law has
been violated and such violation has been caused by the Borrowe r or its agents, provide the
Lender with a bond or letter of credit, or similar financial as surance, satisfactory to Lender, in an
amount sufficient to cover the cost of any clean up or of remed iation of the violation, as the case
may be, and (iv) indemnify and forever hold Lender harmless fro m any loss, claim, damage or
liability arising out of, or in c onnection with, the presence o n 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 the Borrower or its agents and
has occurred since Borrower took title to the Property. Borrow e r s h a l l n o t b e l i a b l e f o r s u c h
costs that arise from events occurring after a successor have t aken title to the Property or the
Property has been placed under th e involuntary control of a tru stee or receiver. This
indemnification shall survive repayment of the Loan; provided, however, the Borrower shall
have no liability to the extent a ny loss arises as a result of the gross negligence, willful
misconduct or bad faith of Lender or its employees, officers, d irectors, agents and/or
representatives or to the extent the cause of any such loss ari ses after the date of any foreclosure,
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3500 East Cap Venture, LLC Loan Agreement

deed in lieu thereof, or exercise of power of sale. Further, t he Borrower shall pay Lender, upon
demand, for all costs reasonably incurred by Lender in connecti on with inspecting the Property
with respect to Hazardous Materials, which Lender may do at any time and from time to time,
and/or in connection with revie wing any Hazardous Material, env ironmental, health, fire or
safety reports, including reasonable attorney’s fees, engineering fees and other fees and expenses
if such costs are incurred as a result of actions caused by the Borrower or its agents after the date
Borrower takes title to the Property. As used herein, “Hazardous Materials” shall be defined as
any substance (i) the presence of which requires investigation, remediation, or special handling
under any federal, state or local statute, regulation, ordinanc e, order or policy; or (ii) is or
becomes a "hazardous substance" or "hazardous waste" under any federal, state or local statute,
regulation, ordinance, order, or policy, including the Resource Conservation and Recovery Act
of 1976 (42 U.S.C. Section 9601 et seq.), as amended from time to time, or the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et
seq.), as amended from time to time; and (iii) without limitati on, 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 customaril y found or used in similar projects
that have been funded by the Lender. The foregoing sub-Section shall only apply to Borrower,
as the Ownership Entity, once it takes title to the Property an d shall terminate with respect to
Borrower upon Borrower’s disposition or other dispossession of title to the Property.

SECTION 8: CONDITIONS PRECEDENT TO DISBURSEMENT OF LOAN
PROCEEDS

Borrower must satisfy all of the General Conditions of Commitment to Finance. Borrower shall
provide the Lender with satisfactory evidence that all of the General Conditions of Commitment
to Finance have been met, as applicable to this Loan, or waived by the Lender prior to Loan
Closing. In addition to the General Conditions of Commitment to Finance the following project
specific conditions to finance must be met prior to disbursement of DHCD loan funds:

 Borrower acknowledges and agrees that loan amount is a “Not-to-Exceed”
amount. Any increase in non-DHCD sources prior to Closing will result in a
dollar for dollar decrease in the loan amount. An exception will be made for
additional non-DHCD sources raised to fund unanticipated cost overruns.
Any decrease in project uses prior to Closing will result in a dollar to dollar
decrease in the loan amount. Any underwriting required to satisfy this section
shall occur once, concurrently with DHCD’s final issuance of its 42(m) letter
with respect to the low-income housing tax credits for the Project.

 Borrower acknowledges and agrees that it must pursue all available
solar/green building funds available through DOEE and DCSEU. The loan
amount will be reduced by the net proceeds to the project (funding minus
related costs) from these sources. If the Borrower is unable to secure one or
more sources of solar/green building funding, Borrower must provide
affirmative evidence that the project is not a match for their programs.

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3500 East Cap Venture, LLC Loan Agreement

 Borrower shall be in compliance with all terms and conditions of the Loan
Documents.

 Borrower shall have met and shall meet all conditions precedent outlined in
the Letter of Commitment.

SECTION 9: ASSIGNMENT OF LOAN OR LOAN FUNDS; SUBORDINATION TO
SENIOR LOAN

(1) Except for permitted transfers, the Borrower agrees not to assi gn, pledge or transfer this
Agreement or any right or interest in any payment or Loan disbu rsement due pursuant to this
Agreement, nor, shall Borrower change its corporate structure in any material respect without
the prior written consent of the Lender, not to be unreasonably withheld, conditioned or
delayed.
(2) Notwithstanding anything to the contrary in this Loan Agreement or the other Loan
Documents, Lender’s rights and remedies hereunder and under the other Loan Documents
shall be subject and subordinate in all respects to the rights of any Senior Lender under the
Senior Loan Documents entered into by Borrower at the time of t he execution of all Closing
Documents, as such senior loan documents may be amended from ti me to time and are
subject in all respects to the terms and provisions of the Subordination Agreement.
SECTION 10: DEFAULT/REMEDIES

(1) Subject to any notice requirement, grace period or right t o cure specifically set forth in any
of the Loan Documents, the occurrence of any one or more of the following events shall
constitute an event of default by the Borrower whereupon the No te shall become immediately
due and payable without presen tation, demand, protest, or notic e of any kind, all of which are
hereby expressly waived, and Lender shall be entitled to all ri ghts and remedies available to it
under the law and as set forth in the Loan Documents, but subje ct to the provisions of the
Subordination Agreement.

(a) Subject to Available Cash Flow, a breach, nonpayment, failure of performance, or default by
the Borrower of any covenant, te rm, condition, or provision of the Loan Documents not cured
within thirty (30) days after written notice of such default to Borrower for a failure to pay any
amount due, or thirty (30) days after written notice of such default to Borrower for non-monetary
defaults; provided that for non-monetary defaults, if Borrower diligently pursues a cure, the
Borrower shall be afforded by Lender such longer period as may be reasonably necessary for the
Borrower proceeding diligently to cure such default.

(b) The making of any representation or warranty by the Borrow er which Borrower knows or
should know is false or erroneous and is materially adverse to Lender's interests.

(c) The sale, transfer, assignment, pledge or conveyance of an y of Borrower’s interest in the
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3500 East Cap Venture, LLC Loan Agreement

Property, or a transfer of ownership and control of Borrower (g reater than 49% interest in the
aggregate), or any portion thereof, other than permitted transf ers, without the prior written
consent of the Lender, which consent shall not be unreasonably withheld, conditioned or
delayed, subject to Section 18 of the Lender’s Deed of Trust. Notwithstanding anything to the
contrary herein or in any other Loan Document, the following tr ansfers shall be deemed
“permitted transfers ” and shall not require Lender consent or constitute a default under the
Loan Documents: (a) any transfers pursuant to a lease approved by DHCD or leases by and
between Borrower and residential tenants, (b) transfers to Seni or Lender; (c) a foreclosure; (d)
the admission of a new member to Borrower that is making an equity investment in Borrower, so
long as control of Borrower remains with 3500 East Cap Operator, LLC as Borrower’s managing
member (or its successor); (e) the exercise of a purchase optio n in accordance with the terms of
the Amended and Restated Operating Agreement of Borrower (the “ Operating Agreement ”)
and the Purchase Option Agreement among Borrower and Borrower’s members; (f) the removal
and replacement of the then-existing managing member of Borrowe r by Borrower’s investor
member under the terms of the Operating Agreement; (g) transfer s by Borrower’s investor
member of its interest in Borrowe r; (h) encumbrances and other collateral transfers made as
security for indebtedness secured by the Senior Loan; (i) transfers to one or more affiliates of the
Borrower; or (j) any other transfer approved by the District.

(d) The liquidation, insolvency, entry into receivership or bankruptcy of the Borrower.

(2) Upon an Event of Default beyon d applicable notice and cure periods, the Lender, without
notice or resort to any judicial proceeding, shall have the rig ht to set off against and apply all
funds of the Borrower held on deposit with or under the control of the Lender to the payment of
any of the obligations of Borrower under the Loan Documents.

(3) Notwithstanding anything herein to the contrary, if the Borrowe r fails, for whatever reason,
at any time, to pay any amount or perform any act which it is o bligated to pay or perform
and, as a result a default or Event of Default occurs or may oc cur hereunder or under any
other Loan Document, Investor Member shall have the right to pe rform such act or pay such
amount on behalf of the Borrower and thereby cure or prevent su ch default or Event of
Default, provided such default or Event of Default is cured wit hin any applicable cure period
or grace period provided herein or under such other Loan Document to Borrower.

SECTION 11: NO WARRANTY OR WAIVER

(1) Lender's review of appraisals, surveys or other matters in connection with the Loan shall not
constitute a warranty or representation by the Lender or its employees, agents or
representatives.

(2) No waiver by Lender of any provision of this Agreement shall be deemed to be a continuing
waiver. No waiver of any of Lender's rights shall be binding upon the Lender unless Lender
approves such waiver in writing.

SECTION 12: ENTIRE AGREEMENT/ ENFORCEABILITY/ MODIFICATION
3500 East Cap Venture, LLC Loan Agreement
25
3500 East Cap Venture, LLC Loan Agreement

This Agreement, in conjunction with the other Loan Documents, c onstitutes a full and complete
understanding between t he parties and all ot her agreements and/ or contracts either oral or
written, or other legal instruments, is hereby superseded upon the execution of this Agreement,
subject to the Subordination Agre ement and the Senior Loan Docu ments. This Agreement shall
be valid, binding and enforceable against the parties hereto an d their successors and assigns, and
the parties warrant that the persons executing this Agreement on their behalf are authorized to do
so. None of the terms or provisions of this Agreement may be c hanged, waived, modified,
discharged or terminated except by a written modification execu ted by both parties hereto. This
Agreement shall automatically terminate when the Loan is repaid in full. In the event of any
conflict between the terms of this Agreement and the terms of t he Loan Commitment, the terms
of this Agreement shall apply.

SECTION 13: CONFLICT OF INTEREST/ LIMIT OF LIABILITY/
INDEMNIFICATION

(1) Federal and District laws st rictly prohibit any person who exercises or has exercised any
functions or responsibilities with respect to this Loan or who is in a position to participate in a
decision making process or gain inside information with regard to this Loan from obtaining a
financial interest or benefit from this Loan or have a financia l interest in any contract,
subcontract, or agreement with r espect to this Loan. Further, as it relates to the procurement of
supplies, equipment, construction and services, recipients of D istrict monies are held to the
conflict of interest provisions of the HPTF Statutes. Borrower shall submit a copy of its conflict
of interest policies and procedures to Lender within fifteen (15) days of Loan Closing.

(2) No member, official, partner, director, or employee of Len der shall be personally liable to
the Borrower or any successor in interest in the event of any b reach of this Agreement by Lender
or for any amount which may become due to the Borrower or its s uccessors or assigns on any
obligations under the terms of this Agreement.

(3) All acts, including any failure to act, relating to the Pr operty by any agent, representative or
designee of the Lender are performed solely for the benefit of Lender to assure repayment of the
Loan and are not for the benefit of the Borrower or for the ben efit of any other person, including
without limitation, purchasers, c ooperative unit owners or othe r occupants. Acceptance by the
Borrower of this Agreement shall evidence its agreement to inde mnify the Lender, its
employees, agents and representatives and to hold them harmless against any loss or expense
resulting from any and all claims, actions, settlement or liabi l i t y f o r a c t s o r f a i l u r e t o a c t i n
connection with the Property; provided, however, that Borrower shall not be liable for any
claims, actions, settlement or liability arising from Lender’s gross negligence or willful
misconduct.

SECTION 14: WAIVER OF JURY TRIAL/ SERVICE OF PROCESS/ COURT COSTS

The Borrower agrees that any lawsuit between the Lender and Bor rower shall be decided by a
judge, without a jury. Borrower hereby irrevocably designates J. Richard Saas as the Borrower’s
registered agent, and his/her successors in office, as the true and lawful attorney of Borrower for
3500 East Cap Venture, LLC Loan Agreement
26
3500 East Cap Venture, LLC Loan Agreement

the purpose of receiving service of all legal notices and proce ss issued by any court in the
District as well as service of all pleadings and other documents related to any legal proceeding or
action arising out of this Agreement. Notwithstanding the abov e, in the event that he/she is no
longer the registered agent in the District of Columbia and no duly authorized successor has been
appointed, Borrower hereby irrevocably designates the Clerk of the Superior Court for the
District to receive service of all legal notices and process is sued by any court in the District as
w ell a s se rv ice o f all p l ead in g s an d o th e r d o cu m en ts rela te d to any legal proceeding or action
arising out of this Agreement. Borrower agrees that service up on said Clerk shall be valid
regardless of Borrower's whereabouts at the time of such servic e and regardless of whether
Borrower receives a copy of such service, provided that the Len der shall have mailed a copy to
Borrower in accordance with the notice provisions herein. Borrower agrees to pay all court costs
and reasonable attorney's fees incurred by the District in connection with enforcing any provision
of this Agreement.

SECTION 15: 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.

SECTION 16: 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.

SECTION 17: TIME OF ESSENCE

Time is of the essence of each and every provision of this Agreement.

SECTION 18: SEVERABILITY/ GOVERNING LAW

In the event that any provision of this Agreement shall be held to be unenforceable under the
law, all remaining provisions of this Agreement shall be binding, valid and enforceable. This
Agreement shall be governed by the laws of the District.

SECTION 19: NOTICES

Notices required herein shall be deemed to have been given and received, three (3) business days
after having been sent to the appropriate party listed below, by regular and certified mail, or one
(1) business day after having been sent by messenger or overnight courier for delivery on the
next business day. The below addresses may be changed by written notice to the appropriate
party.

NOTICE TO LENDER:
D.C. Department of Housing and
Community Development
1800 Martin Luther King, Jr., Avenue, S.E.
3500 East Cap Venture, LLC Loan Agreement
27
3500 East Cap Venture, LLC Loan Agreement

Washington, D.C. 20020
Attn: Director

With a copy to:
Office of the General Counsel
D.C. Department of Housing and Community Development
1800 Martin Luther King, Jr., Avenue, S.E.
Washington, D.C. 20020
Attn: General Counsel

NOTICE TO BORROWER:
3500 East Cap Venture, LLC
c/o MRP Realty
3050 K Street, NW
Suite 125
Washington, DC 20007
Attention: Richard J. Saas

With a copy to:

Reno & Cavanaugh PLLC
455 Massachusetts Avenue NW
Suite 400
Washington, DC 20001
Attention: Megan Glasheen

And:

Wells Fargo Affordable Housing
Community Development Corporation
301 South College Street
MAC D1053-170
Charlotte, NC 28288
Attention: Director of Tax Credit Asset Management

And:

Pillsbury Winthrop Shaw Pittman LLP
1200 17th Street NW
Washington, DC 20036
Attention: Craig de Ridder

SECTION 20: NOTICE OF NON-DISCRIMINATION

In accordance with the D.C. Human Rights Act of 1977, as amended, D.C. Official Code Section
2-1401.01 et seq., (Act) the District of Columbia does not discriminate on the basis of actual or
3500 East Cap Venture, LLC Loan Agreement
28
3500 East Cap Venture, LLC Loan Agreement

perceived: race, color, religion, national origin, sex, age, ma rital status, personal appearance,
sexual orientation, gender iden tity or expression, familial sta tus, family responsibilities,
matriculation, political affiliation, genetic information, disa bility, source of income, or place of
residence or business. Sexual harassment is a form of sex disc rimination, which is also
prohibited by the Act. In addition, harassment based on any of the above protected categories is
also prohibited by the Act. Discrimination in violation of the Act will not be tolerated. Violators
will be subject to disciplinary action.

SECTION 21: FREEDOM OF INFORMATION ACT

The District of Columbia Freedom of Information Act of 1976 (DC FOIA), Pub. L. 90-614 D.C.
Official Code § 2-531 et seq. provides for the disclosure of public information. Specifical ly, the
law provides that “any person has a right to inspect, and at hi s or her discretion, to copy any
public record except as expressly exempted by the Act.” Furthe r, 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, soun d 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 th e District.” D.C. Official Code §
2-1701(13) (2001 ed.).

Information or documentation submitted to the Department of Housing and Community
Development pursuant to this Loan, or in connection with the transaction of the business of the
Department, is subject to public disclosure in response to a Freedom of Information Act request.
Therefore, information that you submit to the Department, if not specifically exempt by D.C.
Code § 2-534 of the DCFOIA, may be disclosed to the public upon a proper request.

[signatures on following pages]
3500EastCapVenture,LLCLoanAgreement
INWITNESSWHEREOF,theLenderandtheBorrowerhavecausedthisLoanAgreementto
beexecutedandattestedbytheirrespectivedulyauthorizedrepresentativesandaffixedtheir
respectivesealsheretoonthedayandyearfirstwrittenabove.Theundersignedforthe
BorrowerherebycertifiesthatthisAgreementissignedanddeliveredinaccordancewiththe
organizationaldocumentsoftheBorrower.
LENDER:
DISTRICTOF COLUMBIA,amunicipalCorporation,actingbyandthroughtheDepartmentofHousingandCommunity

BORROWER:
3500 EAST CAP VENTURE LLC,
a Districtof Columbia limitedliabilitycompany
By: 3500EastCapOperator,LLC,aDistrictofColumbialimitedliabilitycompany,itsManagingMember
By: 3500EastCapPartners,LLC,aDistrictofColumbialimitedliabilitycompany,
itsManagingMember
By: _MidAtlanticRealtyPartners,LLC,
aVirginialimitedliabilitycompany,itsManager
By: RobertJ.Murphy
AuthorizedSignatory
29
3500EastCapVenture,LLCLoanAgreement
By: MidAtlantic Realty Partners, LLC,
a Virginia limited liability company,
its Manager
By:
Robert J. Murph
Authorized Sign
3500 East Cap Venture, LLC Loan Agreement
IN WITNESS WHEREOF, the Lender and the Borrower have caused this Loan Agreement to
be executed and attested by their respective duly authorized representatives and affixed their
respective seals hereto on the day and year first written above. The undersigned for the
Borrower hereby certifies that this Agreement is signed and delivered in accordance with the
organizational documents of the Borrower.
LENDER:
DISTRICT OF COLUMBIA, a municipal
Corporation, acting by and through the
Department of Housing and Community
Development
By:
Mary R. (Polly) Donaldson
Director
BORROWER:
3500 EAST CAP VENTURE LLC,
a District of Columbia limited liability company
By: 3500 East Cap Operator, LLC,
a District of Columbia limited liability company,
its Managing Member
By: 3500 East Cap Partners, LLC,
a District of Columbia limited liability company,
its Managing Member
29
3500 East Cap Venture, LLC Loan Agreement

3500 East Cap Venture, LLC Loan Agreement
30
3500 East Cap Venture, LLC Loan Agreement

EXHIBIT A

LEGAL DESCRIPTION

Part of Record Lot 40 in Square 5047, District of Columbia, as the same is set forth on
that certain Plat of Subdivision made September 6, 2016 by East Capitol Minnesota,
LLC, and recorded December 23, 2016 in Subdivision Book 211 at Page 196 among the
Records of the Office of the Sur veyor of the District of Columb ia; said part of Lot 40
being part of the same land as conveyed to East Capitol Minneso ta, LLC, by Deed dated
December 5, 2005 and Recorded December 7, 2005 as Instrument Nu mber 2005175664
in the Office of the Recorder of Deeds of the District of Colum bia; said part of Lot 40
being known for purposes of Assessment and Taxation at the date hereof, as Lot 805 in
Square 5047; and being more particularly described as follows:

BEGINNING at the southwest corner of the above referenced Lot 4 0, being the
intersection of the northerly line of East Capitol Street (160 ft. wide) with the easterly
line of 35 th Street, N.E. (60 ft. wide); the nce departing East Capitol Stre et and running
with said easterly line of 35th Street, N.E. and with the westerly line of said Lot 40:

1) North 37°30’30” East, 127.37 feet to a point; thence departing said 35 th Street,
N.E. and running with the southerly line of a Public Alley (16 ft. wide) and the northerly
line of said Lot 40;

2) Due EAST 296.10 feet; thence departing said Public Alley and ru nning in,
through, over and across said Lot 40;

3) Due SOUTH 101.04 feet; to the aforementioned northerly line of East Capitol
Street, being also the southerly line of said Lot 40; thence running with said northerly line
of East Capitol Street

4) Due WEST, 373.66 feet to the point and place of beginning, cont aining 33,836
square feet or 0.77677 of an acre of land.

Together with the use and appurtenant benefit of that certain public alley, adjacent and
contiguous to, and immediately North, of said Lot 805.
3500 East Cap Venture, LLC Loan Agreement
31
3500 East Cap Venture, LLC Loan Agreement

EXHIBIT B

Project Budget

These numbers are preliminary and may be subject to change with the approval of DHCD.

Development Budget with
Permanent Sources
Date 13-Feb-19
ProjectName 3500E CapitolSt.,NE,YaSolsticeII
ProjectAddress 3500E CapitolSt.
Developer/Sponsor3500EastCapVentureLLC
TotalUnits 95
TotalSquareFeet 111,386
Total Per Unit PerSqFt PermanentFinancing-1stLien $8,230,000)
PermanentFinancing-DHCD. $16,135,936
Equity(LIHTC/tenantcontributions) $12,835,284
Deferreddevelopmentfee $1,274,245
Other: $0
Other
[TotalSourcesofFunds
UsesofFunds
Land Cost $662K/| $3,429,601
CarryingCosts(priorfoconstr.taxes,ins.,&interest) $342,960‘$744,500,
Other-taxes,insurance,settlementfees,etc. $300,000[TotalAcquisitionCosts
ConstructionCosts(exclGC profit,overhead,&genreqs) $17,440,323,
Contractor'sProfit,Overhead,&Gen.Requirements $1,887,043
HazardousMaterialsabatement(ifcontractedseparatel
DemolitionCost(ifcontractedseparatel
BondPremium, $130,802
‘GCTiabiityInsurance. $130,802
HardCostContingency(%ofhardcosts) $1,567,188
[TotalHardCosts
Architect& Engineering(totalfees)(%ofconstex, $932,000
‘Tenantimprovements ‘$75,000
‘ConstructionMgmt. $428,998
BuildingPermits/TapFees/PublicSpaceDeposit $403,000
‘Appraisal $20,000
Marketin $150,000
EnvironmentalReport $185,000

PhysicalNeedsAssessment ‘$50,000,
ConstructionInspection/owner'sref $285,000
Utilityconnectionfee. $505,000
ConstructionPeriodInterest ‘$1,265,000
‘Sitesecurityduringconstruction ‘$180,000,
InsurancePremiums ‘$150,000,
Mor InsurancePremiums
Title& Recordin: ..constr.,& permanentclosings) 30,
TestingandInspection $50,000
EagleBankfeesandcosts $250,000
BorrowerLegal(allclosings,excludingsyndicationlegal ‘$235,000
‘Other FFE ‘$250,000,‘Consultants ‘$430,000,
InterimInsurance ‘$150,000,
‘SoftCostContingency(%ofsoftcostsexclDevFee] ‘$300,000,
DeveloperFee(%oftotdevcostexclDevFee] $4,272,248
[TotalSoftCosts
‘OperatingReserve ‘$351,000,
DebtServiceReserve ‘$292,000,
Reni-UpReserve
ReplacementReserve 30
Other
[TotalOtherCosts
DCHFAFinancingFees ‘$386,000,
DCHFAConstructionMonitoringFees $214,000)
DCHFAIssuerFee $224,000,
DCHFA/DHCDIssuerFee $136,000)
‘Constructionlenderfees/counseVinspection. $193,000)
Other CostofIssuance ‘$140,000,
[TotalLIHTCCosts

3500 East Cap Venture, LLC Loan Agreement
32
3500 East Cap Venture, LLC Loan Agreement

EXHIBIT C

Repayment Schedule
3500 East Cap Venture LLC
Exhibit C
Loan Amount 16,135,936$
Interest Rate 1.00%
Amortization Term 40 years
Annual Payment 491,430$
The loan shall be repaid on an annual basis solely from 75% of available cash flow as defined in Schedule A.
Year Start Principal Payment Interest Principal End Principal
1 16,135,936 491,430 161,359 330,070 15,805,866
2 15,805,866 491,430 158,059 333,371 15,472,495
3 15,472,495 491,430 154,725 336,705 15,135,790
4 15,135,790 491,430 151,358 340,072 14,795,719
5 14,795,719 491,430 147,957 343,472 14,452,246
6 14,452,246 491,430 144,522 346,907 14,105,339
7 14,105,339 491,430 141,053 350,376 13,754,963
8 13,754,963 491,430 137,550 353,880 13,401,083
9 13,401,083 491,430 134,011 357,419 13,043,664
10 13,043,664 491,430 130,437 360,993 12,682,671
11 12,682,671 491,430 126,827 364,603 12,318,068
12 12,318,068 491,430 123,181 368,249 11,949,819
13 11,949,819 491,430 119,498 371,931 11,577,888
14 11,577,888 491,430 115,779 375,651 11,202,237
15 11,202,237 491,430 112,022 379,407 10,822,830
16 10,822,830 491,430 108,228 383,201 10,439,629
17 10,439,629 491,430 104,396 387,033 10,052,596
18 10,052,596 491,430 100,526 390,904 9,661,692
19 9,661,692 491,430 96,617 394,813 9,266,879
20 9,266,879 491,430 92,669 398,761 8,868,119
21 8,868,119 491,430 88,681 402,748 8,465,370
22 8,465,370 491,430 84,654 406,776 8,058,594
23 8,058,594 491,430 80,586 410,844 7,647,751
24 7,647,751 491,430 76,478 414,952 7,232,799
25 7,232,799 491,430 72,328 419,102 6,813,697
26 6,813,697 491,430 68,137 423,293 6,390,404
27 6,390,404 491,430 63,904 427,526 5,962,879
28 5,962,879 491,430 59,629 431,801 5,531,078
29 5,531,078 491,430 55,311 436,119 5,094,959
30 5,094,959 491,430 50,950 440,480 4,654,479
31 4,654,479 491,430 46,545 444,885 4,209,594
32 4,209,594 491,430 42,096 449,334 3,760,261
33 3,760,261 491,430 37,603 453,827 3,306,434
34 3,306,434 491,430 33,064 458,365 2,848,069
35 2,848,069 491,430 28,481 462,949 2,385,120
36 2,385,120 491,430 23,851 467,578 1,917,541
37 1,917,541 491,430 19,175 472,254 1,445,287
38 1,445,287 491,430 14,453 476,977 968,310
39 968,310 491,430 9,683 481,746 486,564
40 486,564 486,564 405 486,158
3500 East Cap Venture, LLC Loan Agreement
33
3500 East Cap Venture, LLC Loan Agreement

EXHIBIT D

DAVIS-BACON STANDARDS
FederalLaborStandardsProvisions
pilityjectorProgramtowhichtheconstructionworkcoveredbythiscontractpertainsIsbeingassistedbytneUnitedStatesofAmericaandthefollowingFederalLaborStandarésProvisionsareincludedinthisContract,pursuanttotheprovisionsapplicabletosuchFeesistance.‘A.1. (I)MinimumWages,Alllaborersandmechanics‘employedorworkinguponthesiteofthework,willbepaidtunconditionailyandnotlessoftenthanonce#week,andwithoutsubsequentdeductionorrebateonanyaccount(exceptauchpayrolldeductionsssarepermittedbyFegulationsIssuedbytheSecretaryofLaborundertheCopelandAct(28CFR Part3),thefullamountofwagesindbonafidefringebenefits(orcashequivalentsthereof)ue attimeofpaymentcomputedatratesnottessthanthosecontainedinthewi inationoftheSecretaryofLaborwhichis attachedheretoandmade@itherect,regardiessofenycontractuatrelationshipwhichmaybeallegedtoexistbetweenthecontractorandsuchlaborersandmechanics.ContributionsmadeorcostsreasonablyanticipatedforbonafidefringebenefitsunderSectionKb)(2)oftheDavis-BaconActonbehalfofborersoFmochanicsareconsideredwagespaidtosuchborersoFmechanics,subjecttotheprovisionsof28CFR8.5(a)(1)(v}:also,regularcontributionsmadeorcostsincurredformorethanaweeklyperiod(butnotlessoftenthanquarterly)underplans,funds,exprogram:covertheparticularweeklyperiod,are deemedtobeconstructivelymadeorincurredduringsuchweeklyperl
‘Suchlaborersandmechanicsshaltbepaidthe approprifringebenefitsonthewagedeterminationfortheclassificationofworkactuallyperformed,withoutrogardtoskill,exceptosprovidedin20CFR§.5(a)(4).LaborersormechanicsperformingworkinmorethanoneClassificationmaybecompensatedattheralespecifiedforchclassificationforthetimeactuallyworkedtherein:wvided,Thaltheemployer'spayrollrecordsaccuratelytforththetimespentIneachclassificationinwhichworkisperformed.Thewagedetermination(includingany

20CFR5.6(a\(1)(H)andtheDavi1821)shallbepostedatalltimesbythecontractoranditssubcontractorsatthesiteoftheworkina prominentandplacewhereitcanbeeasilyseenbythe

(1)(a)AnyclassoflaborersormechanicswhichisnotUistedInthewagedeterminationandwhichistobeunderthecontractshallbe.classitieginconformancewiththewagedelerminstion.HUDshallapproveanadditionalclassificationandwagerateandfringebenefitsthereforonlywhenthefollowingcritehavebeenmet:

U.S.DepartmentofHousingandUrbanDevelopmentOfficeofLaborRelations
(1)TheworktobeperformedbytheclassificationrequestedIsnotperformedby#classificationinthewi

@constructionindustry:and
eo Includinganybonefi

tethe
{b)ICthecontractorandthelaborersandmechanicstobe‘employedintheclassification(ifknown),orthelrntalives,andHUDeritsdesignsclassificationandwagerate(IncludingdesignatedforfringebenefitswhereoftheactiontakenshallbtheAdministrstoroftheWegeandHourDivision,48Administration,U.S.Deparimontoftor,oFanauthorizesrepresentative,will modify.oFisapproveeveryadditionalclassificationactionwithin30daysofreceiptandsoadviseHUDorItsdesigneeorwillnotifyHUDoFitsdesigneewithinthe30-dayperiodthattionaltimeisnecessary.(ApprovedbytheOfficeofManagementandBudgetunderOMBcontro!number1215-0140.)
{e)Intheeventthecontractor,thelaborersormechanicsto be employedin theclassificationor theirrepresentatives,angHUDoritsdesigneedo notagreeonClassificationandwagerate{includingthe3dforfringebenefits,whereapprosneeshallreferthequestions.includingtigsandtherecommendation

ofHUD or totheAdministratorfordetermination.TheAdministrator,oran authorizedrepresentative,willIssueadeterminationwithin30 daysof receiptandsoadviseHUDoritsdesigneeorwillnotifyHUD oritsdesigneewithinthe30-dayperiodtnatadditionaltimeIsnecessary.(ApprovedbytheOfficeofManagementandBudgetunderOMB ControlNum1218-0140.)(4) Thewagerate(includingfringebenefitswhoreappropriate)determinedpursuantto subparagraphs(1)(iN(0)oF(c)ofthisparagraph,shallbepsworkersperformingworkintheclassificationunderthicontractfromthefirstdayonwhichworkisperformedin,theclassification.
(UN)WhenevertheminimumwageratContractforaclassoflaborersormechanicsinclu{tingebonetitwhichisnotexprescontractorshalleltherpaythebenefitwagedeterminationorshallpayanotherbonafidefingbenefitoranhourlycashequivalentthereof.
{Iv}ifthecontractordoesnotmakepaymentstoatruste(oFotherthirdperson,thecontractormayconsideraspart

Previousedtionsareobsolete Page1of5 TammHUB-40%0(872008)et,Handbook1346.1

fofthewagesofany anycostsreasonablyanticipatedinprovidingbonafidefringDenefiteunder@ planorprogram,Provided,Thattho‘SecretaryofLaborhasfound,uponWewrittenrequestofthecontractor,thattheapplicablestandardsoftheDavisBaconActhavebeenmet.TheSecretaryofLabormayrequirethecontractortosetasideInaseparateaccountisforthameotingofobligationsundertheplanprogram.(ApprovedbytheOfficeofManagementand‘BudgetunderOMBControlNumber1215-0140.)2,Withholding.HUDorits designeeshalluponitsown,actionof uponwrittenrequestofan authorizerepresentativeoftheDepartmentofLaborwithholdorcausetobewithheldfromthecontractorunderthiscontractofanyotherFederalcontractwiththe sameprimecontractor,oranyotherFederally-assistedcontractSubjecttoDavis-Baconprevailingwagerequirements,whichisnelsby.the sameprimecontractorsomuchoftheaccruedpaymentsoradvancesesmaybeconsidered

necessarytopaylaborersandmechanics,includingapprentices,traineesandhelpers,employedby thocontractoreranysubcontractorthefullamountofwages

requiredbythecontractintheeventoffaliuretopayanylaborerormechanic,includinganyapprentice,traineeornelper,employedorworkingonthesiteofthework,allorportofthewagesrequiredbythecontract,HUDoritsdesigneemay.afterwrittennotice0 thecontractor.sponsor,applicant,orowner,takesuchactionasmaybenecessarytocausethesuspensionofanyfurtherPayment,advance,orguaranteeoffundsuntilsuchViolationshaveceased.HUDoritedesigneemay,afterwrittennoticetothecontractor,disbursesuchamountwithheldforandan accountofthecontractororsubcontractortotherespectiveemployeestowhomtheyaredue.TheComptrollerGen makesuendisbursementsintnecaseofdirectDavis-BaconActcontracts,
3.(I)Payrolleandbaslerecords.Payrolisandbasicrecordsrelatingtheretoshallbe maintainedbythecontractorduringthecourseoftheworkpreservedfor8periodofthreeyearsthereafterforalllaborersand.mechanicsworkingatthesiteofthework.Suchrecordsshallcontainthename,adéress,and socialsecuritynumberofeachsuchworker,hisorhercorrect,classification,hourlyratesofwagespaid(Including1ofcontributionsorcostsanticipatedforbonafidefringeDenefitsorcashequivatentsthereofofthetypesdescribedinSection1(b)(2)(B)oftheDavis-baconAct),dailyandweeklynumberofhoursworked,decuctionsmadeandactualwagespaid.WhonevertheSecretaryofLaborhas,foundunder26CFR5.5(a)(1)(W)thetthewagesofanylaborerormechanicIncludetheamountofanycostslyanticipatedinprovidingbenefitsunderaplanffprogramdescribedinSection1(o)(2)(B)oftheDaviBaconAct,thecontractorshallmainisinrecordswhich‘showthatthecommitmenttoprovidesuchbenefitsit

jorers.ormechanicsaffected,andrec anticipatedortheactus!costincurredinprovidingsuchbenefitsContractorsemployingapprenticesortraineesunderapprovedprogramsshalregistrationofapprenticeshitraineeprograms,theregistrationoftheapprenticesandribedintheapplicableprograms.(Approvedby theOfficeofManagementandBudgetunderOMB ControlNumbers1215-0140and1215-0017.){N)(a).ThecontractorshallgubmitwooklyforeachweekinwhichanycontractworkIsperformeda copyofallpayrollstoHUDoritsdesigneeiftheagencyis&partyto‘thecontract,butiftheagencyIsnotsuch@ party,thecontractorwillsubmitthepayrollstotheepplicantsponsor,orowner,a8thecasemaybe,fortransmissiontoHUDorIts designae.Thepayrollssubmittedshallgotoutaccurately ‘alloftheinformationrequitobemaintainedunder29CFR5.5(0)(3)(i)exceptthatfullsocialsecuritynumbersandhomeaddressesshallnotbe

onlyneedtoIncludeanindividuallyidentifyingnumberfor.thelastfourdigitsoftheemployscuritynumber).ThereInformationmaybe submittedinanyformde‘OptionalFormWH-347isathe Wage and HourDivisionWet0.‘successorsite.Theprimecontractorisrespons!

Socialsecuritynumberandcurrenta ofeach‘shallprovidethemuponrequesttoneeiftheagencyis a partytothecontract,butifthe agencyIsnotsucho patty.thecontractorwillsubmitthepayrollstotheapplicantSponsor,orowner,a6thecasemaybe,fortransmissiontoHUDoritsdesignee.tnecontractor,ortheWageandHourDivisionoftheDepartmentofLaborforpurposesofaninvestigationorauditofcompliancewithprevailingwrequirements.itisnot@violationofthissubparagraphfor4 primecontractortorequireasubcontractortoprovideaddressesandsocialsecuritynumberstotheprimecontractorforiteownrecords,withoutweeklysubmissiontoHUDoFitedesignee,(ApprovedbytheOfficeofManagementandBudgetunderOMB ControlNumber1215-0149.)
(b)EachpayrollsubmittedshalibeaccompaniedbylatementofCompliance,”signedbythecontractoror‘subcontractorofhisofheragentwhopaysofsupervisthepaymentofthepersonsemployedunderthecoandshallcartifythefollowing:(1)ThatthepayrollforthepayrollperiodcontainstheInformationrequiredtobeprovidedunder29CFR5.6(3H),theappropriateinformationIsbeingmaintained

«enforceable,thattheplanorprogram(financiallyunder2 CFR§.5(a)(9)().andthetsuchinformationis,responsible,andthetthe planorprogramhasbeen ‘correctandcomplete
PreviousodlonsareObsore TarnHUD-4070(0672008)Page2of retHandbook1944.1

(2)Thateachlaborerormechanic(includingeachhelper,entice.andtrainee)employedonthecontractduringthepayrollp ‘beenpaidtnefullweeklywsned,withoutrebate,altherdirectlyorindirectly.andthatnodeductionshavebeenmadeeitherdirectlyorIndirectlyfromthefullwagesearned,otherthanpermissibledeductionsassatforthin29CFRPart3;
(3)Thateachlaborerofmechanichasbeenpaidnottess.{esandfringeDenefiteofcash‘oquivalentsfortheclassificationofworkperformed,acifladIn the applicablewage determinationincorporatedintothecontractjonof2 propertyexeculedi¢eofOptionalFormstytherequirementforsubmissionoftheofCompliance”requiredbysubparagraph

AB.caN00)(4)Thefalsificationofanyoftheabovecertificationsmaysubjectthecontractororsubcontractortocivilorcriminal

prosecutionunderSection1001ofTite18andSection231ofTitle31oftheUnitedStatesCode,
(ill)Thecontractororsubcontractorshallmakethe

requiredundersubparagraphA.3.()availableforction,copying,or transcriptionby authorizedrepresentativesofHUDorits designeeortheDepartmentpermitsuch representativestoInterviewemployeesduringworkingheursonthejob.Iftheconttactororeubcontractorfallstosubmittherequire.recordsortomakethemavailable,HUDoritsdesigneemay afterwrittennoticetothecentrector,sponsor,applicantorowner,takesuchactionasmaybenecessarytocausethesuspensionofanyfurtherpayment,advance,orguaranteeoffunds.Furthermore,failuretosubmittherequiredrecordsuponrequestortomakeeuchrecordsavailablemaybegroundsfordebermentactionpursuantto29.CFR6.12.
4.ApprenticesandTraine(H)Apprentices.Apprenticeswillbepermittedto workatlossthanthepredoterminesratofortheworktheyperformedwhentheyareemployedpursuanttoandIndividuallyregisteredina bonafideapprenticeshipprogramregisteredwithineU.S.DepartmentofLabor,EmploymentandTrainingAdministration,OfficeofApprenticeshipTraining,EmployerandLaborServicwitha StateApprenticeshipAgencyrecognizedbytheOffice,orif©personisemployedinhisorherfirst80Gayeofprobationaryemploymenta6enapprenticeinauchfanapprenticeshipprogram,whoisnotindividuallyraglstoredintheprogram,butwhohas beencertifiedbytheOfficeofApprenticeshipTraining,EmployerandLaborServicesor& StateApprenticeshipAgency(whereappropriate)tobeeligibleforprobationaryemploymenta‘anapprentice.TheallowableratioofapprenticestoJourneymenonthejobsiteInanycraftclassificationshall‘nolbegreaterthantheratiopermittad(othecontractortotheentireworkforceundertheregisteredprogram.Anyworkerlistedonapayrollatanapprenticewagerate,who
“Previouseditorsaeobeslaio

Page305

steredoFotherwiseemployedas statedabove,InesthantheapplicablewagerateontheficationofworkactuallyPerformed.Inaddition,any apprenticeperformingworkontheJobsiteinexcessoftheratiopermittedunderthebepaidnotlessthantheGoterminationfortheworkactuallyperformed.Wherea contractorisperformingconstructionon8projectinatocalityotherthanthatinwhichiteprogramleregistered,theratiosandwageri(expressedinpercentagesoftheJoumeyman’shour)rato)specifiedinthecontractor'sorsubcontractor16programshallbeobserved.Everyapprenticemustbepaidatnotlessthantheratespecifiedinthe1dprogramfortheapprentice’slevelofprogress,'percentageofthejournaymenhourlyrateicable determinationApprentices.shall {fringebenefitsinaccordancewiththeprovisionsoftheapprenticeshipprogram.Ifthe

fonthewagedeterminationfortheapplicablWftheAéministratordeterminesthat2differentpracticeprevailsfortheapplicableapprenticeClassificetion,fringesshallbepaidinaccordancewiththatdetermination.IntheeventtheOfficeofApprenticeshipTraining.EmployerandLaborServices,ora StaApprenticeshipAgencyrecognizedby theOffice.withdrawsapprovalofanapprenticeshipprogram,thecontractorwillno longerbe permittedto utilize‘apprenticesatlossthantheapplicablepredeterminedratefortheworkperformeduntilanacceptableprogramIsapproved,(UW)Trainees.Excepta providedin29CFR5.16,‘traineeswillnotbe permittedtoworkatlessthanthepredeterminedratefortheworkperformedunlesstheya‘employedpursuant‘toandindividuallyregisteredInarogramwhichhasrecelvedpriorapproval,evidencedbyformalcertificationbytheU.S.DepartmentofLabor.EmploymentandTrainingAdministration.Thetraineestojourneymenonthojobsiteshaltnotbe9thanpermittedundertheplan approvedbyEmploymentandTrainingAdministration.Everytrain‘mustbepaldatnotlessthantheratespecifiedintheapprovedpro}expressedas2IntheapplicablewagedeidfringebenefitsinaccordancewiththeProvisionsofthetrain

the{ullamountoffringebenefitslistedonthewGoterminationunlesstheAdministratoroftheWageand

HourDivision thottheraisanapprenticeshipProgramassociateswiththecorrespondingjourneymanwage rateonthewagedeterminationwhichprovidesfor

$5thanfuilfringebenefitsforapprentices.Any‘employeelistedonthepayrollatatraineeratewhoisnotregisteredandparticipatinginatrainingplanapprovedby
TarnRUBIOOOTAOOR)Tet.Handbook1344.1

theEmploymentandTrainingAdministrationshailbenotlosstnantheterminationfortheworkactuallyperformed.inaddition,anytraineeperformingworkonthejobsiteInexcessof

188thantheapplicablewagerateonthewage‘thewortactuallyperformed.intheeventtheEmploymentandTrainingAdministrationwithdrawsapprovalofa trainingprogram,thecontractorWillnolongerbepermittedtoulilizetraineesatlessthantheapplicablepredeterminedratefortheworkperformed‘ntlanacceptableprogramIsapproved.
(IU)Equalemploymentopportunity.Theutilizationofapprentices,traineesandjourneymenunder29CFRPartshallbe inconformitywiththeequalemploymentopportunityrequirementsofExecutlveOrder11248,aame 1620CFRPart30,5.ComplancewithCopelandActrequirements.The‘contractorshaltcomplywiththerequirementsof29CFRPart3whichareincorporatedbyreferenceinthiscontract,Subcontracts,Thecontractororsubcontractorwil!ingortinanysubcontractstheclausescontainedinyraphs4through11InthisparagraphAandsuchHUDoFitsdesigneemayby appropriateInstructionsrequire,and= copyoftheajprevallingwagedecision,andalsoaclauserequiringthesubcontractorstoincludetheseclausesinanylowertiersubcontracts.Theprimecontractorsnallberesponsibleforthecompliancebyanysubcontractororlowertiersubcontractorwithallthecontractclausesinthisparagraph.7.Contracttermination;debarment.AbreachofthecontractclausesIn29CFR5.5maybegroundsforterminationofthecontractandfordebarment acontractoranda subcontractora6providedIn20CFR5.12,
8CompliancewithDavie-BaconandRelatedActRequirements,AllrulingsanéinterpretationsoftheDavis-BaconandRelatedActscontainedin20CFRParts1.3,and§arehereinincorporatedbyreferenceinthiscontract
. Disputesconcerninglaborstandards.DisputesBatisingoutofthelaborstandardsprovisionsofthis,contractshallnotbesubjecttothegeclauseofthiscontract.Suchdisputeschallbe

accordancewiththeproceduresoftheDepartmentofLaborsetforthin29CFRParts§,6,and7.Dispute

thecontractor(oranyofitssubcontractors)andHUDoftheU.S.DepartmentofLabor,orthe‘employeesoftheirrepresentatives.10.()CertificationofEligibUlty.Byenteringintothis,contractthecontractorcertifiesthatnéhe)noranypersonorfirmwhohasanintecontractor'sfirmIsa personorfirmineligibawardedGovernmentcontractsbyvirtueofSection3(a)oftheDavie-BaconActor28CFR5.12(a)(1)ortob

awardedHUDcontractsor participateinHUDprogramspursuantto24CFRPart24.
(No partofthiscontractshai!besubcontractedtoanyaonoffirmineligibleforawardofa GovernmentcontractbyvirtueofSection3(a)oftheDavis-BaconActof20CFR§.12(a)(1)oFtobeawardedHUDcontractsorparticipateinHUDprogramspursuantto24CFR Part24
(Ill)Thepenaityformakingfalsestatementsisprescribed‘intheU.S,CriminalCode,18U.S.C.1001.Additionally,U.S.CriminalCode,Secon1010,Title18,U.S.C,

“FederalHousingAdministrationtransactions”,providesinpart:“Whoever,forthepurposeof... influencinginanywaytheactionofsuchAdministration...makes,uttersof publishesany ¢latementknowingthesametobefalse.‘Shallbe finednotmorethan$5,000orimprisonednotmorethantwoyears,orboth."11, Complaints,Proceedings,or TestimonybyEmployees.Nolsborerormechanictowhomtnewage,ry,oFotherlaborstandardsprovisionsofthisContractreapplicableshallbe dischargedorinanyothermanneriscriminaiesagainstby theContractoror anysubcontractorpecausesuchemployeehasfledanycomplaintorinstitutedorcausedtobeinstitutedanyproceedingofhastestifiedoris abouttotestifyinanyproceadingunderorrelatingtothelaborstandardsapplicableunderthieContracttohisemployer.3. ContractWorkHoursandSafetyStandardsAct The‘provisionsofthisparagraphBareapplicablewhereineamountofthe‘rimecontractexceeds$100,000.Asusedinthisparagraph,teterme“bores”and“mechanics”includewatchmenandguards.
(1)Overtimerequirements.NoconiractororsubcontractorcontractingforanypartofthecontractworkwhichmayrequireofInvolvetheemploymentoflaborers.ormechanicsshallrequireoFpermitanysuchlaborerormecharicinanyworkweekinwhichtheIndividualsemployedonsuchworktoworkinexcessof40hoursin‘auchworkweekunlesssuchlaborerormechanicreceives‘compensationataratenotlessthanoneandone-halfnaethebasicrateofpayforalhoursworkedInexcessof40hoursInsuchworkweek,(2)Violation;stabilitytorunpaidwages;liquidatedjamagos.intheeventofanyviolationoftheclauseset{orthInsubparagraph(1)oftnisparagraph,thecontractor‘andanysubcontractorresponsiblethereforshallbe liablIdwages.Inaddition,suchcontractorand1clorshallbeliabletotheUnitedStates(inthecaseofworkdoneundercontractfortheDistrictofColumbiaora territory,tosuchDistrictorto suchtermtory),fortiguiedamages.Suchliquidedamagesshallbecomputedwith respecttoeachindividuallaborerofmechanic,includingwatchmenandguards,employedinviolationoftheclausesetforthin‘subparagraph(1)ofthisparagraph,inthesumof$10foreachcalendardayonwhichsuchindkiduslwasrequedorpermitedto‘workinexcessoftheslandardworkweekof40hourswithoutpaymentoftheovertimewages requiredbytheclausesetforthinsubparagraph(1)oftnisparagraph.

“Fiaiouseatoneareobsoate Pagedof5 ROSAS OOro,Handbook1844.4

shalluponItsownactiontofanauthorizesrepresentativeoftheDepartmentofLaborwithholdofcausetabewithhifromanymoneys 38accountofworkthecontractororsubcontractorunderanysuchcontractof‘anyotherFederalcontractwiththe sameprimecontracofanyotherFederally-sssistedcontractsubjecttotheContractWarkHoursandSafetyStandardsActwhich1sholdbythe sameprimecontractorsuchsumsasmaybeGoterminedtobenecessaryto satisfyanyliabilitiesofsuchcontractororsubcontractorforunpaldwagesandNigui images28providedintheclausesetforthin‘subparagraph(2)ofthisparagraph.
(4)Subcontracts.ThecontractororsubcontractorshallInanysubcontractstheclausessetforthinraph(1)through(4)ofthisparagraphandalso=clauserequiringthesudcontractorstoincludethclausesinanylowertiersubcontracts.TheprimecontractorshallberesponsibleforcompliancebyanysubcontractororlowertiersubcontractorwiththeclausesfetforthInsubparagraphs(1)through(4)ofthis
paragraph.€.Healthand Safety.Theprovisionso!isparagraphCareapplicablewheretheamountofthepenecontractexceeds$100,000.(1)Notaborerormechanicshallberequiredtoworkin‘surroundingsorunderworkingconditionswhicharevunsanitary,hazardous,or 18tohishealthand‘SafetyasdeterminedunderconstructionsafetyanghealthstandardspromulgatedbytheSecretaryofLaborbyregulation.(2)TheContractorshallcomplywithallreguiationsissuebytheSecretaryofLaborpursvanttoTitle29Part1926andfailuretocomplymayresultinimpositionofsanctionspursuanttotheContractWorkHoursandSafetyStandardsAct,(PublicLaw91-54,83Stat96).40USCe701etsea.
(8)Thecontractorshallincludetheprovisionsofthiparagraphineverysubcontractsothatsuchprovisionswillbebingingoneachsubcontractor.ThecontractorshalltakeeuchactionwithrespecttoanysubcontractorastheSecretaryofHousingandUrbanOevelopmentortheSecretaryofLaborshalldirecta8a meansofenforcingsuchprovisions.

PreviouseditsareObeate PageSof TarnHUBAT (GDH.‘roHendbook1344.1
3500 East Cap Venture, LLC Loan Agreement
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3500 East Cap Venture, LLC Loan Agreement

EXHIBIT D1
DAVIS-BACON WAGE DETERMINATION
Page 1 of 6

General Decision Number: DC190003 04/05/2019 DC3

Superseded General Decision Number: DC20180003

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: Under Executive Order (EO) 13658, an hourly minimum wage
of $10.60 for calendar year 2019 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, 2015. If this contract is covered by the EO, the contractor
must pay all workers in any classification listed on this wage
determination at least $10.60 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 calendar year
2019. If this contract is covered by the EO and a
classification considered necessary for performance of work on
the contract does not appear on this wage determination, the
contractor must pay workers in that classification at least the
wage rate determined through the conformance process set forth
in 29 CFR 5.5(a)(1)(ii) (or the EO minimum wage rate, if it is
higher than the conformed wage rate). The EO minimum wage rate
will be adjusted annually. Please note that this EO applies to
the above-mentioned types of contracts entered into by the
federal government that are subject to the Davis-Bacon Act
itself, but it does not apply to contracts subject only to the
Davis-Bacon Related Acts, including those set forth at 29 CFR
5.1(a)(2)-(60). Additional information on contractor
requirements and worker protections under the EO is available
at www.dol.gov/whd/govcontracts.

Modification Number Publication Date
0 01/04/2019
1 01/11/2019
2 04/05/2019

* ASBE0024-008 10/01/2017

Rates Fringes

ASBESTOS WORKER: HAZARDOUS
MATERIAL HANDLER.................$ 22.81 7.34+a

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

3500 E CAP ST/The SOLSTICE II
Decision No: DC190003
Modification: 2
Publication Date: 04/05/2019
Lock-In Date: 06/12/2019

DHCD Davis-Bacon Monitors:
James Allen (Field) – (202)442-7248
Sharon Pittman (Admin) – (202)442-7247
Fabian Furr (Certified Payrolls)- (202)442-9273
Page 2 of 6

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 01/01/2019

Rates Fringes

ELEVATOR MECHANIC................$ 45.53 33.705+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 08/01/2015

Rates Fringes

PLUMBER..........................$ 24.41 9.86+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 08/01/2018

Rates Fringes

PIPEFITTER (HVAC Pipe
Installation)....................$ 41.64 21.57+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
Page 3 of 6

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.

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

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 www.dol.gov/whd/govcontracts.
Page 4 of 6

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) (ii)).

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

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
Page 5 of 6

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.

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

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
Regional Office for the area in which the survey was conducted
because those Regional Offices have 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:

Page 6 of 6

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

3500 East Cap Venture, LLC Loan Agreement
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3500 East Cap Venture, LLC Loan Agreement

EXHIBIT E
Drug Free Workplace Certification

CERTIFICATION
GOVERNMENT OF THE DISTRICT OF COLUMBIA
CERTIFICATION REGARDING A DRUG FREE WORKPLACE

By submission of its offer, the offeror if other than an individual who is making an offer that
equals or exceeds$25,000.00, certifies and agrees that with respect to all employees of the
offeror to be employed under a contract resulting from this solicitation, it will:

(1) Publish a statement notifying such employees that the unlawful manufacture,
distribution, dispensing, possession or use of a controlled substance is prohibited in the
Contractor’s workplace and specifying these actions that will be taken against employees
for violations or such prohibition:

(2) Establish a drug-free awareness program to inform such employees about:
(i) The dangers of drug abuse in the workplace;
(ii) The contractor’s policy of maintaining a drug-free workplace
(iii) Any available drug counseling, rehabilitation and employee assistance
program; and
(iv) The penalties that may be imposed upon employees for drug abuse violations
occurring in the work place.

(3) Provide all employees engaged in performance of the contract with a copy of the
statement (required by the paragraph) of this certification.
(4) Notify such employees in the statement required by paragraph (1) of this certification,
that as a condition of continued employment on the contract resulting from this
solicitation, the employee will:
(i) Abide by the terms of the statement; and,
(ii) Notify the employer of any criminal drug statute conviction for a violation
occurring in the workplace no later than five (5) days after such conviction.

(5) Notify the Contracting Officer within ten (10) days after receiving notice under
paragraph 4 (ii) of this certification, from an employee or otherwise receiving actual
notice of such conviction; and

(6) Within 30 days after receiving notice under paragraph (4) of this certification of a
conviction, impose the following sanctions or remedial measure on any employee who is
convicted of drug abuse violations occurring in the workplace.
(i) Take appropriate personnel action against such employee up to and including
termination; or
(ii) Require such employee to satisfactorily participate in a drug abuse assistance
or rehabilitation program approved for such purposes by Federal, State, or local
health law enforcement or other appropriate agency.
3500 East Cap Venture, LLC Loan Agreement
36
3500 East Cap Venture, LLC Loan Agreement
(7) Make a good faith effort to maintain a drug-free workplace through implementation
of paragraphs (1) through (6) of this certification.
(a) By submission of its offer, the offeror, if an individual who is making an offer of any dollar
value certifies and agrees that the offeror will not engage in unlawful manufacture, distribution,
dispensing, possession or use of a controlled substance in the performance of the contract
resulting from this solicitation.
(b) Failure of the offeror to provide the certification renders the offeror unqualified and ineligible
for award. (See FAR 104-1(g) and 19.602-1(a)(2)(I).
(c) The making of false statements may render the maker subject to prosecution under Title 18,
United States Code, Section 1001.
_____________________________
Contractor
_________________ _____________________________
D a t e A u t h o r i z e d O f f i c i a l
Title
Subscribed and sworn before me this _ day of ______ 2019.
________________ ________________________
N o t a r y S e a l N o t a r y P u b l i c
3500 East Cap Venture, LLC Loan Agreement
37
3500 East Cap Venture, LLC Loan Agreement

SCHEDULE A
DEFINITION OF AVAILABLE CASH FLOW
Loan to be non-recourse and payable from 75% of available cash flow as defined below:
“Available Cash Flow” shall be defined herein to mean the annual sum of (i) all cash
received from rents, lease payments, and all other sources (including any release of funds
from reserves or escrows), but excluding (a) LRSP funds, (b) tenant security or other
deposits (except to the extent forfeited to the Borrower), (c) capital contributions and
interest thereon (other than if used to pay for an item deducted in determining available
cash), (d) proceeds from capital transactions, and (e) interest on reserves not available for
distribution; and (ii) the net proceeds of any insurance, other than fire and extended
coverage and title insurance, to the extent not used for rebuilding of the Property, LESS
the sum of: (a) all cash expenditures, and all expenses unpaid but properly accrued,
which have been incurred in the operation, maintenance, repair or restoration of the
Borrower’s Property (whether or not such expenditure is deducted, amortized or
capitalized for tax purposes), including the management fee to the management agent,
asset management fees, incentive management fees, credit adjusters, and leasing,
operation, maintenance, repair, restoration and taxes, charges and assessments imposed
on or in connection with the Property, (b) all payments, including, but not limited, to fees,
expenses, and other costs, required by or on account of the loan from any lender that has
a loan on the Property that is senior to the Loan (“Senior Lender”) and as required under
the senior loan documents (“Senior Loan Documents”) related to the senior loan
(“Senior Loan”), (c) payments of any deferred developer fee, (d) all debt service
payments (including those on loans made by Borrower’s Members) and any other
lender/equity investor imposed fee, (e) any cash reserves for, among other purposes,
capital expenditures, repairs, replacements and anticipated expenditures, in such amounts
as may be required by the Senior Lender as set forth in the Senior Loan Documents or
Borrower’s tax credit investor and required for the operation and maintenance of the
Property.

Available Cash Flow Waterfall for the Term of the Loan:
1. 75% of ALL Available Cash Flow shall be applied to make principal and interest
payments on the Loan on an annual basis.

DC Council Version 10
Exhibit D

HPTF Loan Documents Omnibus Amendment
February 28, 2024
[see attached]
Doc #: 202402135703/07/202403:14Pat
WHEN RECORDED MAIL TO: SUBMITTEDFO®RECORDINGBY:
DepartmentofHousingand Community Development CHICAGOTITLEINSURANCECOMPANY
Officeof theGeneralCounsel ETON oe. NW,SUITE208
1800MartinLutherKingJr.Avenue,S.E.,3rdFloor.Washington,D.C.20020 rmeno.202400149DE I of2
Attention:DevinJohnson
DHCD CONTRACT NO. 2019-14
HPTF LOAN DOCUMENTS OMNIBUS AMENDMENT
ThisHPTFLoanDocumentsOmnibusAmendment(this“Amendment”)isenteredintoasofFebruary28,2024,byandbetween3500EastCapVentureLLC(“Borrower”),JuliaH.Wiley,astrustee(“Trustee”)andtheDistrictofColumbia,a municipalcorporationactingbyandthroughtheD.C.DepartmentofHousingandCommunityDevelopment(“Lender”;togetherwiththeBorrower,the“Parties”).
Recitals:
A. WHEREAS, the Partieshave heretoforeentered intothe following documents,
amongothers:
1)thatcertainHousingProductionTrustFundProgramDeedofTrust,AssignmentofLeasesandRentsandSecurityAgreement,datedasofAugust29,2019byBorrowertoTrustee,forthebenefitofLender,andrecordedasDocumentNumber2019092780withtheRecorderofDeedsfortheDistrictofColumbia(the“Records”);
2)thatcertainLoanAgreement,datedasofAugust29,2019,betweenBorrowerandLender(the“LoanAgreement”);
3) thatcertainDeclarationof Covenants,datedasof August29,2019,made by
BorrowerforthebenefitofLender;
4)thatcertainConditionalCommitmentforaHousingProductionTrustFundProgramLoan,datedJune13,2019,betweenLenderandBorrower(the“Commitment”);and
5)thatcertainSecondDeedofTrustNote,datedasofAugust29,2019madebyBorrower(the“Note”).
‘ThedocumentslistedinitemsRecital(A)(1)-(5)above shallbe collectivelyreferred
tohereinasthe“OriginalDocuments.”CapitalizedtermsusedinthisAmendmentthatarenotdefinedhereinshallhavethemeaningsgiventosuchtermsintheOriginalDocuments.
4889-0500.2926,v.7
B,WHEREAS,thePartiesenteredintotheOriginalDocumentstosecurepaymentofaJoanfromLendertoBorrowerintheoriginalprincipalamountof$16,135,936.00(the“Loan”),asapartofaloantransactionfortheprojectknownasTheSolsticePhaseIl(the“Project”)(whichislocatedonrealpropertymoreparticularlydescribedonExhibitAattachedheretoandmadeaparthereof);
C.WHEREAS,theProjecthasexperiencedhigherthanexpectedcollectionlossesduetotheCOVID-19pandemicandensuingevents;
D.WHEREAS,thePartieshavedeterminedthatadditionalfundingisrequiredtoreducetheexistingfirsttrustloanatpermanentconversion;and
E. WHEREAS, the Partiesdesireto amend the OriginalDocuments to increasethe
principalamount of the Loan to $18,435,936.00,of which theoriginalprincipal
balanceof$16,135,936.00shallbe deemed “Tranche A”andthe additionalprincipal
suanttothisAmendment intheamount of $2,300,000shall
bedeemed“TrancheB”.

‘ThePartiesareenteringintothisAmendmenttoevidenceandeffectuatetheforegoing,andtoamendtheOriginalDocuments.
NOW, THEREFORE, thePartiesagreeas follows:
1. TheprincipalamountoftheLoanisincreasedbyagreementofLenderandBorrowertoamaximumprincipalamountof$18,435,936.00,consistingofTrancheA andTrancheB.
2. Section1(d)oftheLoanAgreement,ScheduleIXoftheCommitment,andSection“a.”oftheNoteareherebyamendedsuchthatallloanrepaymentsshalloccurconsistentwiththefollowing,notwithstandinganythingtothecontrarysetforthintheOriginalDocuments:
BeginningonthefirstMay1followingthedatethatis24monthsafterLoanClosing,andoneachandeverysubsequentMay1,untilTrancheB isrepaidinfull,theBorrowershallmakeanannualpaymenttoLender,inclusiveofprincipalandinterest,from100%of“AvailableCashFlow”asmoreparticularlydefinedinScheduleA. “LoanClosing”shallmeanthedateonwhichalloftheLoanDocumentswerefullyexecutedanddelivered.Borrower’spaymentshallbemadebycheckorwireandshallbedeliveredandpaidasdirectedinwritingbyLender.AfterTrancheB hasbeenrepaidinfull,oneachandeverysubsequentMay1,theBorrowershallmakeanannualpaymenttoLender,inclusiveofprincipalandinterest,from75%ofAvailableCashFlow.Allloanpaymentsshallbeappliedasfollows:first,tounpaidinterestonTrancheB,thentotheprincipalbalanceofTrancheB,thentounpaidinterestonTrancheA,thentotheprincipalbalanceof

2
4889-0500.2336,v.7
TrancheA.
3. The definitionofAvailableCash Flow setforthinScheduleA attachedtothe
Loan Agreement,ExhibitB attachedtotheCommitment, and ExhibitB attachedtotheNote
are herebydeletedand replacedwith thedefinitionof AvailableCash Flow setforthin
ExhibitC_ attachedheretoasofthe datehereof.
4. ExhibitB attachedto theLoan Agreement isherebydeletedand replaced
withExt B attachedheretoasofthe datehereof.

5.TheinsurancerequirementslistedinSection5(I)oftheLoanAgreementareherebydeletedandreplacedasofthedatehereofwiththeinsurancerequirementssetforthinExhibitD attachedhereto.
6. Lender and Borrower hereby remake and reaffirm,as of the date of this
Amendment, allof theirrepresentations,warranties,covenantsand undertakings
riderthevariousOriginalDocumments,
7.ThePartiesintendthatthisAmendmentconstituteanamendmenttotheOriginalDocuments,asapplicable.ThePartiesagreetoexecuteandacknowledge(orcausetobeexecutedandacknowledged)anddeliveralldocuments,andtakeallactions,reasonablyrequiredfromtimetotimetogiveeffecttotheprovisionsofthisAmendmentandtoconfirmtherightscreatedornoworhereafterintendedtobecreatedundertheOriginalDocuments,asamendedbythisAmendment,orotherwisetocarryoutthepurposesofthisAmendment.
8.As amended by thisAmendment, theOriginalDocuments shallcontinuetobe and
remaininfullforceand effect,and areherebyratifiedand confirmed.
9.ThisAmendmentdoesnotaffecttheseniorpriorityofthatcertainDeedofTrust,SecurityAgreementandAssignmentofRentsandLeases,datedasofAugust1,2019byBorrowertoToddA.LeeandStanleyJackson,astrustees,forthebenefitoftheDistrictofColumbiaHousingFinanceAgency,andrecordedasDocumentNumber2019092775intheRecords.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE}
4883.0590-2396,v.7
IN WITNESS WHEREOF, thePartiesheretohave executedthisAmendment under
sealasofthedatefirstabovewritten.
BORROWER:
3500EASTCAPVENTURELLC,aDistrictofColumbialimitedliabilitycompany
By: 3500EastCapOperator,LLC,aDistrictofColumbialimitedliabilitycompany,itsManagingMember
By: 3500EastCapPartners,LLC,aDistrictofColumbialimitedliabilitycompany,

itsManagingMember
By:—MidAtlanticRealtyPartners;LL
aVirginialimitedliabilitycompany,itsManager
By: stJ.MurplAuthorizedSignatory
DistrictofColumbia, ss:
I, hai Williams —,a NotaryPublicinandfortheabovejurisdiction,hereby
certifythatRobertJ.MurphyinhiscapacityasAuthorizedSignatoryintheforegoinginstrumentbearingthedateasof 2____,2024,personallyappearedbeforeme insaidjurisdiction,andassaidattoméy-in-fact,acknowledgedanddeliveredsaid
instrumenttobe theactand deedof the Borrower.
Witnessmy hand and officialsealthis2\ day of.Febnusreg 2024.
sean igNotaryPubic, er
My CommissionExpires:«{24]200q

iJOTAKPuptic
SIGNATUREPAGEHPTFLOANDOCUMENTSOMNIBUSAMENDMENT
LENDER:
DISTRICT OF COLUMBIA, a municipal
Corporation,actingbyandthroughtheDepartmentofHousingandCommunityDevelopmery _
By: ColleenGreen
Director
DistrictofColumbia,ss:
1,Niche Heder, NotaryPublicinandfortheabovejurisdiction,herebycertify
her capacityas Directorof the Districtof Columbia Departmentof
Housing and Community Development intheforegoinginstrumentbearingthedateas of
‘ua 2024,personallyappearedbeforeme insaidjurisdiction,andassaid
attorney-in-fact,acknowledgedand deliveredsaidinstrumenttobe theactand deedof the
swyEender,
Witnessmyhandandofficialsealthisle dayoffebracy,2024.
|wile fesston

Notary Public
CommissionExpires:
NotaryPus orBietiaotColbiaMyCommissionExpresMay14,2028
5
4889-0890-2396,v.7

DistrictofColumbia,ss:
1,Nic Hoste«NotaryPublicinandfortheabovejurisdiction,herebycertifycor..thatJuliaH,Wiley,intheforegoinginstrumentbearingthedateasof~F@ 1210 we,4282024,personallyappearedbeforemeinsaidjurisdiction,andassaidattoméy-in-lact,'vimy,,,acknowledgedanddeliveredsaidinstrumenttobetheactanddeedoftheTrustee.Negi,

4883.0599-2398,v.7
ExhibitA
PropertyDescription
PartofRecordLot40,TaxedasLot805,Square5047,DistrictofColumbia
PartofRecordLot40inSquare5047,DistrictofColumbia,asthesameissetforthonthatcertainPlatofSubdivisionmadeSeptember6,2016byEastCapitolMinnesota,LLC,andrecordedDecember23,2016inSubdivisionBook211atPage196amongtheRecordsoftheOfficeoftheSurveyoroftheDistrictofColumbia;saidpartofLot40beingpartofthesamelandasconveyedtoEastCapitolMinnesota,LLC,byDeeddatedDecember5,2005andRecordedDecember7,2005asInstrumentNumber2005175664intheOfficeoftheRecorderofDeedsoftheDistrictofColumbia;saidpartofLot40beingknownforpurposesofAssessmentandTaxationatthedatehereof,asLot805inSquare5047;andbeingmoreparticularlydescribedasfollows:

BEGINNING atthesouthwestcomeroftheabovereferencedLot40,beingtheintersectionofthenortherlylineofEastCapitolStreet(160ft.wide)withtheeasterlylineof35thStreet,N.E.
(60ft.wide);thencedepartingEastCapitolStreetandrunningwithsaideasterlylineof35thStreet,N.E. andwith thewesterlylineofsaid Lot 40:
1) North37°30'30"East,127.37feettoa point;thencedepartingsaid35thStreet,N.E.and
runningwiththesoutherlylineofa PublicAlley(16ft.wide)and thenortherlylineof
saidLot40;
2)DueEAST296.10feet;thencedepartingsaidPublicAlleyandrunningin,through,overandacrosssaidLot40;
3)DueSOUTH101.04feet;totheaforementionednortherlylineofEastCapitolStreet,beingalsothesoutherlylineofsaidLot40;thencerunningwithsaidnortherlylineofEastCapitolStreet;
4)DueWEST,373.66feettothepointandplaceofbeginning,containing33,836squarefeetor0.77677ofan acreofland.
Togetherwiththeuseandappurtenantbenefitofthatcertainpublicalley,adjacentandcontiguousto,andimmediatelyNorth,ofsaidLot805.
TOGETHERWITHalleasements,covenants,agreements,rights,benefits,libertiesandprivilegescreatedorestablishedby,orinanywayrelatingorappertainingto,thatcertainDeclarationofReciprocalEasements,CovenantsandRestrictionsbyandbetween3534EastCapVenture,LLC,aDistrictofColumbialimitedliabilitycompany,and3500EastCapVenture,LLC,aDistrictofColumbialimitedliabilitycompany,datedNovember2,2017andrecordedNovember8,2017,asInstrumentNo.2017124008intheOfficeoftheRecorderofDeedsoftheDistrictofColumbia.

4889-0509-2236,v.7
ExhibitB
ProjectBudget
[seeattached}

4883-0500-2396,v.7
UsesofFunds
“otalResidentialUnits 73)“Acquisition =ypeofUses ClosingBudget]UpdatedBudget]BasisFCC
[Acquisition[LandCosts 3,109,601 329,501][Tile&RecordingFees 59,611 4Settlement 37.65% 90,829]conIntXterTax 363,207] 128.439][LandClosingCosts 567,500] 567,500[Taxesand appraisals 27,350] zotalAquisitionCosts 884,924)4716369] 1‘ConstructionCostsnstructionCosts 18,297,192 780 23,230,780Sitework(inc.PublicWork)[EnvironmentalRemediationProfit 775,554
[GeneralCondit 840,100[BondPremium 133,019[Cont 7,067,989,[GCGLinsurance, 79,812Free 700,000[OtherConstructionCost3[OtherConstructionCost4[OtherConstructionCast5FatalConstructionCosts 22,293,666 2861 D262 861SoftCosts[Architect& Engineer 1128951 Tso T3795[Architect& EngineerSu 90,000[A&EReimbursables(CostReview,LEED) 97,516[OwnersRep(ConstructionMonitor 285,802, 271,300, i300[BorrowerLegal 110,000 351,976, 56493,sal[PermitsandTapFees(inclExped 313,487 396513 396513,[Builder'sRiskInsurance 134,102 191,617 191,617[BondPremium[MarketStud[Environmental& Soil i800Festingand Inspection 143,060tie,TransferandReeordationinterimInsurance 96,480interimTaxes 139,865 178,456[AccountingFees&CostCentfcation 50,000. 32.975,[Marketing 175,000 468,148,
FRETenantImprovements[SoftCostContSiteSecurityDuringConstruction‘onstructionMansatingDeficitspriortoConversionILLCfilingfees,ete.‘DevelopmentCostsotalSoftCosts

FinancingCosts[DCHFABond ApplicationFeeDCHFAMcki FeeDCHFAMcKinneyFinancingFee[DCHPAFinancingFee.[DCHFAConstructionMonitoringFee[DCHFAVIssuer'sCounselFee[BondCounsel[BondPurchasersFee[BondPurchaserCounsel[UnderwriterFee[UnderwritersCoansel[TrusteeSetUpFee!RatingAgency/PrintingFees[NegativeArbit[DCHFAIssuerFee(STConstructionPeriod[DCHFAIssuerFee(LTConstructionPeriod)[DCHFALIHTCAllocationFee[DHCDLIHTCAllocationFee[TaxCreditFe“onstructionPeriodInterest-Capitalized[ConstructionLoCFee,[ConstructionLoCAnnualFee,[ConstructionLender'sFee.[ConstructionLendersCounsel[ConstructionLender'sionFeeversionFee[LoanExtensionFees[GICBrokerageFee[FinancingContingen:[McKinneyInterest[CostSegStud}[PDLoanInterestSenion[PDLoanInterest(Mezz)[PDLoanFees.FinancingFeesotalFinancingCosts
Developer'sFee
18,000,T3134593,933
3302,168,
39,56771327
T79322,592,811
258495

FeeonNon-AcquisitionCosts 4205945 F20593, 4206515
[FeeonAcquisitionCosts 242,057 242,057, 292,087
TotalDeveloper'sFee $449,000, 4,499,000 F449,000.
‘GuaranteesandReserves(fundedamountsonly)tingReservejacementReserveDeposit(InitialPaServiceReserve[LeaseUpReserve[OtherReserve1[OtherReserve2
[OtherReserve3[OtherReserve4ReserveSFotalGuaranteesandReservesFotalUsesof Funds
367,000,7.125,270,000,
10
307,000,7.125270,000,

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Exhibit
Definitionof AvailableCash Flow
Loantobenon-recourseandpayablefromAvailableCashFlowasdefinedbelow:
“AvailableCash Flow” shallbe definedhereintomean theannualsum of (i)allcash
receivedfrom rents,leasepayments,and allothersources(includingany releaseof funds
fromreservesorescrows),butexcluding(a)LRSPfunds,(b)tenantsecurityorother
deposits(excepttotheextentforfeitedtotheBorrower),(c)capitalcontributionsand
interestthereon(otherthanifusedtopayforanitemdeductedindeterminingavailable
cash),(d)proceedsfromcapitaltransactions,and(e)interestonreservesnotavailablefor
distribution;and lhenetproceedsof any insurance,otherthanfireand extended
coverageand titleinsurance,totheextentnotusedforrebuildingoftheProperty,LESS
thesumof:(a)allcashexpenditures,andallexpensesunpaidbutproperlyaccrued, .
which have been incurredintheoperation,maintenance,repairorrestorationof the
Borrower's Property(whetherornotsuchexpenditureisdeducted,amortizec-or
capitalizedfortaxpurposes),includingthemanagement feetothemanagement agent,
‘assetmanagementfees,incentivemanagementfees,creditadjusters,andleasing,
operation,maintenance,repair,restorationandtaxes,chargesandassessmentsimposed
‘onorinconnectionwiththeProperty,(b)allpayments,including,butnotlimited,tofees,
expenses,andothercosts,requiredbyoronaccountoftheloanfromanylenderthathas
aloanonthePropertythatisseniortotheLoan(“SeniorLender”)andasrequiredunder
theseniorloandocuments(“SeniorLoan Documents”) relatedtotheseniorloan
(“SeniorLoan”),(c)paymentsofany deferreddeveloperfee,(d)alldebtservice
payments(includingthoseon loansmadebyBorrower'sMembers)andanyother
lender/equityinvestorimposedfee,(e)anycashreservesfor,amongotherpurposes,
capitalexpenditures,repairs,replacementsandanticipatedexpenditures,insuchamounts
asmayberequiredbytheSeniorLenderassetforthintheSeniorLoanDocumentsorBorrower'staxcreditinvestorand requiredfortheoperationand maintenanceof the
Property.

4883-0599-2336,v. 7 Ir
ExhibitD
INSURANCE
A.GENERALREQUIREMENTS.TheBorroweratitssoleexpenseshallprocureandmaintain,duringtheentireperiodofperformanceunderthiscontract,thetypesofinsurancespecifiedbelow.TheBorrowershallsubmitaCertificateofInsurancetotheContractingOfficer(CO)givingevidenceoftherequiredcoveragepriortocommencingperformanceunderthiscontract.InnoeventshallanyworkbeperformeduntiltherequiredCertificatesofInsurancesignedbyanauthorizedrepresentativeoftheinsurer(s)havebeenprovidedto,andacceptedby,theCO.
TheGovernmentoftheDistrictofColumbiashallbeincludedinallpolicies,whereapplicableandallowablebylaw,requiredhereundertobemaintainedbytheBorroweranditssubcontractors(exceptforworkers”compensationandprofessionalliabilityinsurance)asanadditionalinsuredsforclaimsagainstTheGovernmentoftheDistrictofColumbiarelatingtothiscontract,withtheunderstandingthatanyaffirmativeobligationimposedupontheinsuredBorroweroritssubcontractors(includingwithoutlimitationtheliabilitytopaypremiums)shallbethesoleobligationoftheBorroweroritssubcontractors,andnottheadditionalinsured.TheadditionalinsuredstatusundertheBorrower’sanditssubcontractors’CommercialGeneralLiabilityinsurancepoliciesshallbeeffectedusingtheISOAdditionalInsuredEndorsementformCG20101185(orCG20100704andCG20370704)orsuchotherendorsementorcombinationofendorsementsprovidingcoverageatleastasbroadandapprovedbytheCO inwriting.AlloftheBorrower’sanditssubcontractors’liabilitypolicies(exceptforworkers”‘compensationandprofessionalliabilityinsurance)shallbeendorsedusingISOformCG20010413oritsequivalentsoastoindicatethatsuchpoliciesprovideprimarycoverage(withoutanyrightofcontributionbyanyotherinsurance,reinsuranceorself-insurance,includinganydeductibleorretention,maintainedbyanAdditionalInsured)forallclaimsagainsttheadditionalinsuredarisingoutoftheperformanceofthisStatementofWorkbytheBorroweroritssubcontractors,oranyoneforwhomtheBorroweroritssubcontractorsmaybe liable.Thesepoliciesshallincludeaseparationofinsuredsclauseapplicabletotheadditionalinsured.

IftheBorrowerand/oritssubcontractorsmaintainbroadercoverageand/orhigherlimitsthantheminimumsshownbelow,theDistrictrequiresandshallbeentitledtothebroadercoverageand/orthehigherlimitsmaintainedbytheBorrowerandsubcontractors.
B. INSURANCE REQUIREMENTS
1, Commercial GeneralLiabilityInsurance(“CGL”)-The Borrowershallprovide
evidencesatisfactorytotheCO withrespecttotheservicesperformedthatitcarriesa
CGLpolicy,writtenonanoccurrence(notclaims-made)basis,onInsuranceServicesOffice,Inc.(“ISO”)formCG00010413(oranotheroccurrence-basedformwith
4889-0599-2336,v.7 ie ie
coverageatleastasbroadandapprovedbytheCO inwriting),coveringliabilityforallongoingandcompletedoperationsoftheBorrowerandunderallsubcontracts,coveringclaimsforbodilyinjury,includingwithoutlimitationsickness,diseaseordeathandmentalanguishofanypersons,broadformpropertydamage,includinglossofuseresultingtherefrom,personalandadvertisinginjury,andincludingcoverageforliabilityarisingoutofanInsuredContract(includingthetortliabilityofanotherassumedinacontract)andactsofterrorism(whethercausedbyaforeignordomesticsource).Suchcoverageshallhavelimitsofliabilityofnotlessthan$1,000,000eachoccurrence,a$2,000,000generalaggregate.

‘TheCommercialGeneralLiabilityshallbe furtherendorsedto:
a)Tothefullestextentpermittedbylaw,provideadditionalinsuredcoverageusingISOformCG 20150413(oritsequivalent)toTheGovernmentofthe
DistrictofColumbiab)Coverageavailabletotheadditionalinsuredsshallapplyonaprimaryandnon-contributingbasisasrespectsanyotherinsurance,deductibles,orself
insuranceavailabletotheadditionalinsureds©)A waiverofsubrogationinfavorofTheGovernmentoftheDistrictofColumbiad)AnyAnnualAggregateshallapplyonaperlocationorperprojectbasis,
(whereapplicable)e)Defensecostsshallbeinadditiontoandnoterodethelimitsofliability

2. AutomobileLiabilityInsurance-The Borrowershallprovideevidencesatisfactoryto
theCO ofcommercial(business)automobileliabilityinsurancewrittenonISOformCA 00011013(oranotherformwithcoverageatleastasbroadandapprovedbytheCO inwriting)includingcoverageforallowned,hired,borrowedandnon-ownedvehiclesandequipmentusedbytheBorrowerinconnectionwithworkunderthis
agreement,withaminimumcombinedsinglelimitof$1,000,000forbodilyinjuryordeathandpropertydamage,includinglossofusethereof.Suchpolicyorpoliciesofinsuranceshallbewrittenonan"occurrence"(asopposedtoa
“claimsmade")basis.

AutoPhysicalDamageCoverage-TheBorrowershallprovideautophysicaldamageinsurancetocover"loss"toacovered"auto"oritsequipment:
a)Comprehensive- Fire,lightningorexplosion;theft;windstorm,hailorearthquake;flood;mischieforvandalism;orthesinking,burning,collisionorderailmentofanyconveyancetransportingthecovered"auto".b)CollisionCoverage-Causedby:Thecovered"auto's"collobjector the covered "auto's"overtum.

withanother

TheCommercialAutoLiabilit Ibefu nea).Tothefullestextentpermittedbylaw,provideaddit‘TheGovernmentoftheDistrictofColumbia nalinsuredcoverageto
4883-0500-2336,v.7 14 a
b)Coverageavailabletotheadditionalinsuredsshallapplyonaprimaryandnon-contributingbasisasrespectsanyotherinsurance,deductibles,orselfinsuranceavailabletotheadditionalinsureds©)A waiverofsubrogationinfavorofTheGovernmentoftheDistrictofColumbia4)Defensecostsshallbeinadditiontoandnoterodethelimitsofliability©)applicable,includeFormCA99 480306PollutionLiability-BroadenedCoverageforCoveredAutos-BusinessAuto,MotorCarrierandTruckers(oritsequivalent)

3. | Workers’CompensationInsurance- The Borrowershallprovideevidencesatisfactoryto
theCO ofWorkers’Compensationinsuranceinaccordancewiththestatutorymandates
of the Districtof Columbia orthejurisdictioninwhich thecontractisperformed.
Employer'sLiabilityInsurance-The Borrowershallprovideevidencesatisfactorytothe
COof employer'sliabilityinsuranceas follows:$500,000peraccidentforinjury;
$500,000peremployee fordisease;and $500,000forpolicydisease limit

TheWorkersCompensationandEmployersLiabilityshallbefurtherendorsedto:a)IncludeaWaiverofSubrogationinfavorofTheGovernmentoftheDistrictofColumbia.b)Whereapplicable,includeUnitedStatesLongshoreandHarborWorkers
CompensationAct(USL&H)©)Whereapplicable,includeJonesActCoverageforseamenorcrewmembersonan“ifany”basis.

4. CybersecurityInsurance~ Borrowershallmaintainorshallcauseitspropertymanager
tomaintainNetworkSecurity/Privacy(Cyber)LiabilityInsurancecoveringacts,errors,omissions,breachofcontract,andviolationofanyconsumerprotectionlawsarisingoutofthecollateralwithalimitofonemilliondollars($1,000,000)perclaimandintheaggregate(otherthanfinancialfraudwhichshallhavealimitofTwoHundredFifty
‘ThousandDollars($250,000)perclaimandinaggregate),andincludeBorrowerasanadditionalinsured.Suchcoverageshallincludebutnotbelimitedto,thirdpartyandfirstpartycoverageforlossordisclosureofanydata,includingpersonallyidentifiable
informationandpaymentcardinformation,networksecurityfailure,violationofany‘consumerprotectionlaws,unauthorizedaccessand/oruseorotherintrusions,infringementofanyintellectualpropertyrights(exceptpatent),unintentionalbreachofcontract,negligenceorbreachofdutytousereasonablecare,breachofanydutyof
confidentiality,invasionofprivacy,orviolationsofanyotherlegalprotectionsforpersonalinformation,defamation,libel,slander,commercialdisparagement,negligenttransmissionofcomputervirus,oruseofcomputernetworksinconnectionwithdenial
ofserviceattacks.BorrowershallendeavortocauseitsManagertomaintainsuchcoverageinforceduringthetermofthisAgreement.

sees 07 is e
5. ProfessionalLiabilityInsurance(Errors& Omissions)-TheBorrowershallcauseany
architectfortheprojecttoaddBorrowerasanadditionalinsuredunderanyprofessionalliabilityinsurancemaintainedbysaidarchitect.
6. CommercialUmbrellaorExcessLiability-TheBorrowershallprovideevidencesatisfactorytotheCOofcommercialumbrellaorexcessliabilityinsurancewithminimumlimitsof$10,000,000peroccurrenceand$10,000,000intheanmaggregate,followingtheformandinexcessofallliabilitypolicies.AMl liabilitycoveragesmustbescheduledundertheumbrellaand/orexcesspolicy.The insurancerequiredunderthisparagraphshallbewritteninaformthatannuallyreinstatesallrequiredlimits.Coverageshallbeprimarytoanyinsurance,self-insuranceorreinsurancemaintainedbyTheGovemmentoftheDistrictofColumbiaandthe“otherinsurance”provisionmustbeamendedinaccordancewiththisrequirementandprinciplesofverticalexhaustion,

7. Intentionallyomitted.
8. RiggersLiability~ Ifand totheextentBorrower'sservicesor scopeof Work atany
applicabletimecallfor,require,orinvolvethelifting,picking,riggingandsettingof
othersproperty,materialsorequipment,Borrowershallprocure,maintainand pay for
RiggersLiabilityInsurancetoinsureagainstphysicallossofordamageinamounts
sufficienttoinsurethefullmarketvalueand/orreplacementcostsoftheproperty,
materialsorequipmentbeinglifted.Inadditiontoreplacinganyproperty,materialsor‘equipmentdamagedthroughBorrower'sworkinvolvingthelifting,picking,riggingand
orsetting,Borrowershallalsoberesponsibleforallconsequentiallossofuse,anddelay
damagesinvolvedinreplacingand/orrepairingthedamagedproperty,materialsor
‘equipment.FailuretocarryappropriateinsuranceandorfailuretocarryadequatelimitsshallnotrelieveBorrowerfrom itsindemnityand contractualobligationsherein.
ConstructionProjectsCont th
‘TheBorrower willprocurethefollowingpolicieswiththeDistrictlistedas
AdditionalInsured.
BuildersRisk— TheBorrowershallpurchaseandmaintain,inacompanyauthorized
todobusinessinthejurisdictioninwhichtheprojectislocated,buildersriskinsurance,writtenonan“allrisk”,specialcausesoflossorequivalentform.Buildersriskcoveragewillincludeboilerandmachinery/equipmentbreakdown,earthquake
andfloodperils.Buildingordnanceandterrorismcoveragewillbeincluded.
‘Thedeductibleshallnotexceedtwohundredfiftythousanddollars($250,000)exceptforearthquake,flood,windstorm,waterdamageorotherperils,andasavailableintheinsuranceindustry.
‘Theprojectlimitshallequalthereplacementvalueofthestructure,includingcoverageforpropertyintransitandstoredoffpremises.
4880.0830206,4.7 Ww 2
‘TheBuildersriskcoveragewillextendtosoftcostsanddelayedcompletion.
Buildersriskinsuranceshallincludetheinterestsof The Government oftheDistrict
of Columbia,theBorrower,Subcontractorsand Sub — subcontractorsintheproject.
PropertyInsurance-AfterachievingcompletionofconstructionoftheProject,Borrower/Lessee(asapplicable)shallcarryspecialformpropertyinsurancewrittenona replacementcostvaluecovering100%ofthereplacementcostofallof,Borrower’sproperty.
C.SUBCONTRACTORINSURANCEREQUIREMENTSAnyandallsubcontractorsengagedbyBorrowerforworkunderthisagreementshallberequiredtohavethesameinsuredrequiredofBorrower.ShouldtheBorrowerWisproposedifferentinsurancerequirementsthanoutlinedbelow,then,priorto‘commencementofworkbythesubcontractor,theBorrowershaltsubmitin-writingthenameandbriefdescriptionofworktobeperformedbythesubcontractorontheSubcontractorsInsuranceRequirementTemplateprovidedtotheOfficeofRiskManagement(ORM).ORM willdeterminetheinsurancerequirementsapplicabletothesubcontractorandpromptlydeliversuchrequirementsinwritingtotheBorrower.Ineitherinstance,theBorrowermustprovideproofofthesubcontractor’srequiredinsurancepriortocommencementofworkbythesubcontractor.

D. PRIMARY AND NONCONTRIBUTORY INSURANCE
‘Theinsurancerequiredhereinshallbe primarytoand willnotseekcontributionfrom any
otherinsurance,reinsuranceor self-insuranceincludingany deductibleor retention,
maintainedby theGovernment oftheDistrictofColumbia.
E,DURATION.TheBorrowershallcarryallrequiredinsuranceuntilallcontractworkisacceptedbyTheGovernmentoftheDistrictofColumbiaandshallcarrylistedcoveragesfortenyearsforconstructionprojectsfollowingfinalacceptanceoftheworkperformedunderthiscontractandtwoyearsfornon-constructionrelatedcontracts.
F.LIABILITY.Thesearetherequiredminimuminsurancerequirementsestablishedby‘TheGovernmentoftheDistrictofColumbia.However,itisunderstoodthatTheGovernmentoftheDistrictofColumbiadoesnotinanywayrepresentthattheinsuranceorthelimitsofinsurancespecifiedhereinaresufficientoradequateto protectyourinterestsorliabilitiesandwillnotinanywaylimittheBorrower'sliabilityunderthiscontract.

G.BORROWER'SPROPERTY.Borrowerandsubcontractorsaresolelyresponsibleforanylossordamagetotheirpersonalproperty,includingbutnotlimitedtotoolsandequipment,scaffoldingandtemporarystructures,rentedmachinery,orownedandleasedequipment.A waiverofsubrogationshallapplyinfavorofTheGovernmentoftheDistrictofColumbia.
49500896-200,0.7 u a
H.MEASUREOFPAYMENT.TheGovernmentoftheDistrictofColumbiashallnotmakeanyseparatemeasureorpaymentforthecostofinsuranceandbonds.TheBorrowershallincludeallofthecostsofinsuranceandbondsinthecontractprice.
1.NOTIFICATION.TheBorrowershallensurethatallpoliciesprovidethattheCOshallbegiventhirty(30)dayspriorwrittennoticeintheeventofcancellation,non-renewal,ormaterialchangestotheextentsuchcancellationormaterialchangesresultsinBorrowernofongcomplyingwiththeaboverequirements.TheBorrowershallprovidetheCO withten(10)dayspriorwrittennoticeintheeventofnon-paymentofpremium.TheBorrowerwillalsoprovidetheCOwithanupdatedCertificateofInsuranceshoulditsinsurancecoveragesrenewduringthecontract.TheGovernmentoftheDistrictofColumbiamayreasonablychangetheaboveinsurancecoveragerequirementsduringtheTermbygivingBorroweratleast30days’noticeofthechange.Borrowermustcomply,atyourexpense,anddelivertotheCOevidenceofcompliancebeforethechangebecomeseffective.
~ > CERTIFICATESOFINSURANCE.TheBorrowermustsendToCO,atleast10daysafterexecutionofthisAgreement,certificatesofinsuranceevidencingtherequiredinsurancecoverageandendorsementsrequiredherein.Borrowermustalsoprovideuswithevidenceofrenewalbeforetheexpirationdateofeachinsurancepolicy.Borrowerisresponsibleforprovidinguswith30daysadvancedwrittennoticeifthecertificateof,insurancebytheinsurerhasbeencanceled,reducedincoverage,orotherwisealtered.Certificatesofinsurancemustreferencethecorrespondingcontractnumber.Evidenceofinsuranceshallbesubmittedto:

The Government oftheDistrictof Columbia
And mailedtotheattentionof:

BarrieDanekerSupervisoryHousingFinancialAnalystDC DepartmentofHousingandCommunityDevelopment1800MartinLutherKingJr.Avenue,SEWashington,DC 20020(202)442-4422
Barriedaneker@de.gov
‘TheCOmayrequestandtheBorrowershallpromptlydeliverupdatedcertificatesofsurance,endorsementsindicatingtherequiredcoverages,and/orcertifiedcopiesofthesurancepolicies.IftheinsuranceinitiallyobtainedbytheBorrowerexpirespriortocompletionofthecontract,renewalcertificatesofinsuranceandadditionalinsuredandotherendorsementsshallbefurnishedtotheCO priortothedateofexpirationofallsuchinitialinsurance.Forallcoveragerequiredtobemaintainedaftercompletion,anadditionalcertificateofinsuranceevidencingsuchcoverageshallbesubmittedtotheCOonanannualbasisasthecoverageisrenewed(orreplaced).

489-0600-286,¥.7 8 2
K.DISCLOSUREOFINFORMATION.TheBorroweragreesthatTheGovernmentoftheDistrictofColumbiamaydisclosethenameandcontactinformationofitsinsurerstoanythirdpartywhichpresentsaclaimagainstTheGovernmentoftheDistrictofColumbiaforanydamagesorclaimsresultingfromorarisingoutofworkperformedbytheBorrower,itsagents,employees,servantsorsubcontractorsintheperformanceofthis,contract.
L.CARRIERRATINGS.AllBorrower'sanditssubcontractors’insurancerequiredinconnectionwiththiscontractshallbewrittenbyinsurancecompanieswithanA.M.BestInsuranceGuideratingofatleastA-VIIorbetter(ortheequivalentbyanyotherratingagency)andlicensedintheDistrictofColumbia.
M. WARRANTIES. When applicable,theBorrowershouldbe named asan additional
insuredon theapplicablemanufacturer’s/distributer’sCommercial GeneralLiability
policyusingInsuranceServicesOffice,Inc.(“ISO”)form CG 20 15 04 13(oranother
occurrence-basedform withcoverageatleastas broad).CO shouldcollect,reviewfor
accuracy,andmaintainallwarrantiesforgoodsandservices,
[Remainderofpageblank]
4869-0500.2336,v.7 = wb
Doc #: 2024021357Filed& Recorded03/07/202403:14PMIDAWILLIAMSRECORDEROF DEEDSWASH DC RECORDEROF DEEDSRECORDINGFEES $150.00
SURCHARGE $6.50
TOTAL: $156.50