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MURIELBOWSERMAYOR
December 4,2025
The Honorable PhilMendelson
Chairman
Councilofthe Districtof Columbia,
John A. Wilson Building
1350 PennsylvaniaAvenue, NW, Suite504
Washington,DC 20004
Dear Chairman Mendelson:
Pursuantto Section451 of the Districtof Columbia Home Rule Act (D.C. OfficialCode § 1-
204.51) enclosedforconsiderationand approvalby the Council of the Districtof Columbia is
proposed ContractNo. 2025-48 with PBS PropertyHoldings,LLC intheamountof $8,410,952.
Undertheproposedcontract,theDistrictwillloan$8,410,952fromtheHousingProductionTrustFundtoPBSPropertyHoldings,LLC,whichwillusetheproceedsoftheloantofinancecertaineligiblehardandsoftcostsfor36unitsofaffordablehousinglocatedat145KennedyStreetNW
inWard4.
My administrationisavailabletodiscussanyquestionsyoumayhaveregardingtheproposedcontract.Tofacilitatearesponsetoanyquestionsyoumayhave,pleasehaveyourstaffcontact
CharlesLindsay,DeputyChiefofStaff,DepartmentofHousingandCommunityDevelopment,at
charles.lindsay@dc.gov.
LookforwardtotheCouneil’sfavorableconsiderationofthiscontract.
Sincerely,
MuriplBoyser
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: PBS Property Holdings, Inc.
Contract Amount: $8,410,952
Unit and Method of Compensation: Draw Schedule
Term of Contract: 43 years / 3% Simple Interest
Type of Contract: Loan Agreement
(B) The goods or services to be provided, the methods of delivering goods or services, and
any significant program changes reflected in the proposed contract:
The Department of Housing and Community Development (DHCD) proposes to
provide a loan to PBS Property Holdings, Inc. in the amount of $8,410,952from the
Housing Production Trust Fund for the purpose of financing hard and soft costs
associated with the property located at 145 Kennedy Street, N.W, Washington, DC in
Ward 4.
(C) Results, including the price and technical components:
DHCD received a request for funding from the borrower to be used for the purpose of
financing hard and soft costs associated with the property located at 145 Kennedy
Street, N.W, Washington, DC in Ward 4.
Page 1 of 3
(D) The background and qualifications of the proposed contractor, including its
organization, financial stability, personnel, and prior performance on contracts with
the District government:
The borrowing entity, PBS Property Holdings, Inc.
(E) Performance standards and the expected outcome of the proposed contract:
The proposed DHCD loan proceeds will be used to provide a loan to PBS Property
Holdings, Inc. in the amount of $8,410,952 from the Housing Production Trust Fund for
the purpose of financing hard and soft costs associated with the property located at 145
Kennedy Street, N.W, Washington, DC in Ward 4.
The project is consistent with DHCD’s goal of preserving and producing affordable
housing for low-to-moderate income residents. Additionally, the borrower is required to
fulfill all conditions as set forth in the loan agreement within the agreed upon time
frames. Failure to fulfill the terms of the loan agreement will constitute default.
(F) A certification that the proposed contract is within the appropriated budget authority
for the agency for the fiscal year and is consistent with the financial plan and budget
adopted in accordance with D.C. Official Code §§ 47-392.01 and 47-392.02:
The loan will be funded through the Housing Production Trust Fund. Attached is the
certification that the proposed loan agreement is consistent with the District’s financial
plan and budget.
(G) A certification that the proposed contract is legally sufficient, including whether the
proposed contractor has any currently pending legal claims against the District:
A legal sufficiency memorandum from the Office of the General Counsel is attached.
(H) A certification that the proposed contractor is current with its District and federal
taxes or has worked out and is current with a payment schedule approved by the
District or federal government:
District and federal tax law compliance certifications are attached.
Page 2 of 3
(I) The status of the proposed contractor as a certified local, small, or disadvantaged
business enterprise as defined in the Small, Local, and Disadvantaged Business
Enterprise Development and Assistance Act of 2005, effective October 20, 2005 (D.C.
Law 16-32; D.C. Official Code § 2-218.01 et seq.):
PBS Property Holdings, Inc., is not a certified local, small, or disadvantaged
business enterprise.
(J) Other aspects of the proposed contract that the Chief Procurement Officer considers
significant:
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
3K IK GovernmentoftheDistrictofColumbiaMmmm (OfficeoftheChiefFinancialOfficerHE OfficeofTaxandRevenue 11014"Street,SWWashington,DC20024
DateofNotice:November6,2025
PBSPROPERTYHOLDINGSLLC145KENNEDYSTNW
NoticeNumber:0015258338
FEIN:**-*9*3219CaseID:18762143
WASHINGTONDC 20011-5260
CERTIFICATEOF CLEAN HANDS
As reportedintheClean Hands system,theabove referencedindividual/entityhas no outstanding
liabilitywiththeDistrictofColumbia OfficeofTax and Revenue or theDepartmentof Employment
Services.Asofthedateabove,theindividual/entityhascompliedwithDC Code§47-2862,therefore
thisCertificateofClean Hands isissued.
TITLE47.TAXATION,LICENSING,PERMITS,ASSESSMENTS,AND FEESCHAPTER28GENERALLICENSE
SUBCHAPTERII.CLEANHANDSBEFORERECEIVINGA LICENSEOR PERMITD.C.CODE§47-2862(2006)§47-2862PROHIBITIONAGAINSTISSUANCEOFLICENSEOR PERMIT
AuthorizedBy MelindaJenkins
Branch Chief,Collectionand EnforcementAdministration
To validatethiscertificate,pleasevisitMyTax.DC.gov. On theMyTax DC homepage, clickthe
“ValidateaCertificateofCleanHands”hyperlinkundertheCleanHandssection.
11014thStreetSW,SuiteW270,Washington,DC20024/Phone:(202)724-S04S/MyTax.DC.gov
THIS IS TO CERTIFY
that all applicable provisions of the District of Columbia Business
Organizations Code (Title 29) have been complied with and accordingly, this
CERTIFICATE OF
GOOD STANDING
is hereby issued to
C E R T I F I C A T E
PBS Property Holdings, LLC
IN TESTIMONY WHEREOF I
have hereunto set my hand and caused the seal of this office to
be affixed as of
9/5/2025 3:19 PM
Business and Professional Licensing Administration
Tracking #:
ToQGMzR2
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF LICENSING AND CONSUMER PROTECTION
CORPORATIONS DIVISION
WE FURTHER CERTIFY
that the domestic entity is formed under the law of the District on
12/07/2021 ;
that all fees, and penalties owed to the District for entity filings collected through the
Mayor have been paid and Payment is reflected in the records of the Mayor; The entity's most
recent biennial report required by § 29-102.11 has been delivered for filing to the Mayor; and the
entity has not been dissolved.
This office does not have any information about the entity
¶
s
business practices and financial standing and this certificate shall not be construed as the entity
¶
s
endorsement.
Initial File #:
L00007176943
Entity Type:
LLC
DEBARMENT AFFIDAVIT
I, ______________________________________, hereby attest that all members of
the development team, who are listed below, are not listed in the List of Parties
Excluded from Federal Procurement or Non-Procurement Programs.
DEV
ELOPMENT TEAM
D
eveloper:__________________________________________________________________
C
onsultant(s):________________________________________________________________
M
anagement Agent:___________________________________________________________
A
ttorney:____________________________________________________________________
E
ngineer(s):__________________________________________________________________
A
rchitect(s):__________________________________________________________________
O
ther(s):_____________________________________________________________________
I fu
rther attest that no principal, major stockholder, officer, or director of a development team
member is debarred from participating in a federal procurement or non-procurement program.
__________________________________
Signature of Applicant
__________________________________
Title
__________________________________
Date
S
worn and subscribed to before
Me this _______day of
_________________, 202__
N
otary Public
(Seal)
David A. Turner
PBS Property Holdings LLC
Legacy Real Estate Development,Mutreja Development LLC
Gateway Management LLC
Arnall Golden Gregory LLP
VIKA Capital, Pando, ECS
Michael Graves
President
Hamel Builders, Inc. (General Contractor)
State of Texas, County of Bexar:
10/02/2025
2nd
5October
Electronically signed and notarized online using the Proof platform.
***
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
★★★
ffcd
SEP 12 2024
VIA ELECTRONIC MAIL
Commissioner Alison Brooks
Chair ANC 4B
Washington, DC 20039
4B08@anc.dc.gov
Re: Kennedy Gardens Apartments - 145 Kennedy Street, NW
Dear Commissioner Brooks,
WE ARE
WASHINGTON
DC
Pursuant to D.C. Official Code § 1-309.10 (2001 ed.), you are hereby informed that the Department
of Housing and Community Development ("Department" or "the Department") proposes to provide
PBS Property Holdings LLC with funding in an approximate amount of $8,410,952 in Housing
Production Trust Funds and federal Low Income Housing Tax Credits in the approximate amount of
$1,500,000 that will be used to finance acquisition, construction, and related costs for the affordable
housing project to be located at 145 Kennedy Street, N.W.
Please be advised that Advisory Neighborhood Commission 4B has thirty (30) business days from
the date of this notice to submit comments on the above proposed action. District law requires that
the Department give "great weight" to all relevant ANC concerns or recommendations. We
respectfully request that any comment in response waive the remainder of the statutory 30-day ANC
notice comment period.
The Department must receive comments by October 29, 2024 (i.e., the thirty-business day comment
period). You must include a reference to the subject matter identified at the top of this notice in your
response. Comments may be sent by email to Pamela Hillsman at pamela.hillsman@dc.gov or by
mail to: The Department of Housing and Community Development, Office of the Director, Attn:
Pamela Hillsman, 1909 Martin Luther King Avenue, S.E., Washington, D.C. 20020.
If you have further questions regarding this project, please do not hesitate to contact Tiphanie Jones
at 202-442-7261 or tiphanie.jones2@dc.gov.
Sincerely.
Colleen Green
Direetor
cc: Councilmember Janeese Lewis George, Ward 4
Councilmember Robert White, Housing Committee Chair
Commissioner Alison Brooks, 4B08
Mr. Kent Boese, Office of Advisory Neighborhood Commissions
Devon M. Henry, PBS Property Holdings
1
GOVERNMENT OF THE DISTRICT OF COLUMBIA
PROFILE SUMMARY
(CONTRACTs TO PURCHASE,SELL,ACQUIRE,TRANSFER,LEASE OF REAL,
PROPERTY/EXCLUSIVE RIGHTAGREEMENTs/LOANs & GRANTs OVER $1M/INTRA-
DISTRICTs)
ContractingAgency:Dept.HousingandCommunityDevelopmentAgencyCode:
UsingAgency: Dept.HousingandCommunityDevelopmentAgencyCode:
Loan/Grant/LeaseSub-recipientName:PBSPropertyHoldingsLLC
ShouldtheD.C.Councilhaveanyquestionsregardingthisloan/gran/lease,pleasecontact:
ProjectManager:TiphanieJones TelephoneNumber:202-442-7261
‘TYPE OF DOCUMENT SUBMITTED
1, Choan/GranvLeaseModification 4,O) weitenorinformalContract
|2,C1 ExerciseofGrantOption Year(E.0.)| 5.Ty LeaseofRealProperty
Wi)oanGranv/LeaseAgreementfor:6] Others
PBSPropertyHoldings,LLC
LOANK ITTYPE
1 oat 7 CostReimbursement
2. MM}LoanPrice$8,410,952 5.[[]TimeandMaterial
3. [7]TaskOrder 6.7] AdvancePayment
Page1of4
GRANT/LOAN/LEASEINFORMATION
Grant/Loan/LeaseNo.:DHCD #2025-48Amount:$8.410.952(HPTF)Loan
Caption:PBS PropertyHoldings,LLC Term:FortyThree(43)Years
InterestRate:_3%
DoesthisGrant/LoanAmountexceed$1million: Yes No Ty]
Ifyes,pleaseattachacopyoftheDC Councilapprovalandprovidethefollowinginformation:
Datereceived: Dateapproved:
LEASEINFORMATION
LeaseNo.: nla TotalCost
AnnualCost
CostPerSq.Ft.
TotalBldg.Sq.Ft. % Sq.Ft,LeasedByD.C.
BRIEF DESCRIPTION OF GRANT/LOAN/LEASE
SOURCEOFFUNDING
Ty Approprated 4,__ Intra-District
2. Capital 5.[oyinterTorsditional
3] Grant) © guyOther:HPTF
Ifprocurementactionisfundedbygrantorothernon-capitalornon-appropriatedfunds,willtheDistrictneedtoexpendsomeportionofitsfundspriortoreceivingfundsfromthegrantororotherfundingsource?
OO Yes Cy No NA
IfYes,indicatetheamounttheDistrictwillneedtoexpendandthepercentagethisamountrepresentsofthetotalfundsrequiredfosupporttheeffort,DistitFunds$%. nla :
Page2of4
CRITICALISSUESASSOCIATEDWITHGRANT/LOAN ACTION
1, IsthisGrant/Loanoneofmultiple(morethanone)Grants/Loansforsimilargoods,services,etc.,awardedbytheAgencytothissubrecipient,orrelatedentity,withinthelasttwelve(12)months?
OC ves Ml]No
2. Havereservedfundsbeenobligatedforpayment?(IfYes,ensuredocumentationisincludedinGrant/LoanFile),
BB)ves [J No
3. __IstheFilecomplete?(IfYes,pleaseattachpertinentdocumentation).
By ves C no
4, Isthesubrecipientasuccessortooraffiliatedwithanotherindividualorbusinessthathas
Grant/LoanwiththeAgency?
O vesBi]No
If Yes, name of Predecessor/Affiliate:
5. IsaformerDistrictemployeeanowner,officer,oraffiliateofthesubrecipient?
_| Yes HE No
IfYes,NameandAffiliatic
Pleasediscussanyothercriticalissuessuchastimeconstraints;healthandsafetyissues;orfinancial/revenueproductionissuesthatshouldbeknown.
FUTUREINFORMATION/DOCUMENTATIONTOBESUBMITTEDTOAUTHORITY
IFGrant/LoanISAWARDED
1. Oo ‘AwardDate 4 [_JClaimsBy/AgainstGrant/Loan
2. 0 ExpirationDate 5 CeniliedCompletionDate
By Amendments 6 [FinalPayment Date
Page3of4
CERTIFICATIONS
IcertifythatthisproposedloanbetweentheDepartmentofHousingandCommunityDevelopment
(DHCD)andPBSPropertyHoldingsLLCintheamountof$8,410,952fromtheHousingProduction
TrustFundwillfinanceeligiblehardandsoftcostsassociatedwiththedevelopmentof36affordable
housingunitslocatedat145KennedyStreetNW inWard4andisincompliancewiththeapplicable
FederalandDistrictofColumbiaRegulationsandDHCD’spoliciesandprocedures.
ID NetfasColleenGreen Date
Director,DHCD
Vm 41/10/2025
ChrisEarley Date
DeputyDirector,DHCD
T have reviewedthisGrant/Loan/Leaseactionand have determinedthatitiswithintheDistrict's
FinancialPlanandBudgetforFY 2026andthatfundsareavailabletosupporttheaction.
BethanySpooner Date22STTBTse0800
BethSpooner Date
AgencyFiscalOfficer,DHCD
DETERMINATION
T have reviewedthisGrant/Loan/Leaseactionand have determinedthatitiswithintheDistrict's
FinancialPlanandBudgetforFY 2026andthatfundsareavailabletosupporttheaction.
dt Digitallysignedby LeroyClayIII
Leroy Clay III_Cla HII Date:2025.11.1814:32:00-05'00'
AssociateChiefFinancialOfficer
EconomicDevelopmentandRegulationCluster
Page4of4
tk
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
<*“an
rrCO
SEP122024
VIAELECTRONICMAIL‘CommissionerAlisonBrooksChairANC4BWashington,DC 20039
AB08@ane.de.gov
Re:KennedyGardensApartments~145KennedyStreet,NW
DearCommissionerBrooks,
PursuanttoD.C.OfficialCode§1-309.10(2001ed.),youareherebyinformedthattheDepartment
ofHousingandCommunityDevelopment(“Department”or“theDepartment”)proposestoprovide
PBSPropertyHoldingsLLCwithfundinginanapproximateamountof$8,410,952inHousing
ProductionTrustFundsandfederalLowIncomeHousingTaxCreditsintheapproximateamountof
$1,500,000thatwillbeusedtofinanceacquisition,construction,andrelatedcostsfortheaffordable
housingprojecttobelocatedat145KennedyStreet,N.W.
PleasebeadvisedthatAdvisoryNeighborhoodCommission4Bhasthirty(30)businessdaysfrom
thedateofthisnoticetosubmitcommentsontheaboveproposedaction.Districtlawrequiresthat
theDepartmentgive“greatweight”toallrelevantANCconcernsorrecommendations.We
respectfullyrequestthatanycommentinresponsewaivetheremainderofthestatutory30-dayANC
noticecommentperiod.
‘TheDepartmentmustreceivecommentsbyOctober29,2024(ie.,thethirty-businessdaycomment
period).Youmustincludeareferencetothesubjectmatteridentifiedatthetopofthisnoticeinyour
response.CommentsmaybesentbyemailtoPamelaHillsmanatpamela.hillsman@dc.govorby
mailto:TheDepartmentofHousingandCommunityDevelopment,OfficeoftheDirector,Attn:
PamelaHillsman,1909MartinLutherKingAvenue,S.E.,Washington,D.C.20020.
Ifyouhavefurtherquestionsregardingthisproject,pleasedonothesitatetocontactTiphanieJones
at202-442-7261ortiphanie.jones2@dc.gov.
ce: CouncilmemberJaneeseLewisGeorge,Ward4CouncilmemberRobertWhite,HousingCommitteeChairCommissionerAlisonBrooks,4B08Mr.KentBoese,OfficeofAdvisoryNeighborhoodCommiDevonM.Henry,PBSPropertyHoldings1
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
Office of the General Counsel
MEMORANDUM
TO: Muriel E. Bowser
Mayor
THRU: Julia Wiley, General Counsel
Department of Housing and Community Development
FROM: Tonya Condell, Assistant General Counsel
Department of Housing and Community Development
DATE: October 28, 2025
SUBJECT: Proposed Loan in the principal amount not to exceed Eight Million Four
Hundred Ten Thousand Nine Hundred Fifty-Two Dollars and Zero Cents
($8,410,952.00) (the "Loan") to PBS Property Holdings, LLC (the
“Borrower”)
The proposed Loan is funded by Housing Production Trust Fund (“HPTF”) program funds in an
amount not to exceed Eight Million Four Hundred Ten Thousand Nine Hundred Fifty-Two
Dollars and Zero Cents ($8,410,952.00). The Loan proceeds will finance eligible expenses,
including acquisition costs, soft costs, and construction hard costs, related to the new
construction of Thirty-Six (36) units at certain real property located at 145 Kennedy Street, NW,
Washington, DC 20011 (the "Project"). Thirty-Six (36) Project units shall be reserved as
affordable housing units (the “Reserved Units”). Eight (8) Reserved Units shall be affordable to
and occupied by households at or below 30% of Area Median Income (“AMI”), of which Eight
(8) of the Thirty-Six Reserved Units shall be reserved as Permanent Supportive Housing units,
Eleven (11) of the Reserved Units shall be affordable to and occupied by households at or below
50% of AMI, and Seventeen (17) of the Reserved Units shall be affordable to and occupied by
households at or below 80% of AMI. The Project affordability restrictions shall be enforced by
affordability covenants that run with the land in perpetuity.
The attached Loan Agreement evidencing the proposed contract has been prepared by the Office
of the General Counsel of the Department of Housing and Community Development and is
legally sufficient in accordance with all applicable federal and District of Columbia laws. If you
have any specific questions regarding this Loan contract, please contact Tonya Condell on (202)
442-7186.
cc: Colleen Green, Director
Tiphanie Jones, Project Manager, DFD
Mikaell Briscoe, Development Finance Office Coordinator, DFD
Gordon Fletcher, Legislative Affairs Specialist
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC
LOAN AGREEMENT
between
PBS PROPERTY HOLDINGS, LLC,
a District of Columbia Limited Liability Company
as Borrower
and
DISTRICT OF COLUMBIA,
a municipal corporation,
acting by and through the DEPARTMENT OF
HOUSING AND COMMUNITY DEVELOPMENT
as Lender
Dated as of_____, 2025
DHCD Contract No. 2025-48
Project Name : 145 Kennedy Street, NW
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC i
TABLE OF CONTENTS
Page
Section 1. Definitions......................................................................................................... ...... 1
Section 2. Loan ............................................................................................................... ......... 7
2.1. Generally ................................................................................................................ . 7
2.2. Making of Payments ............................................................................................... 8
2.3. Use of Loan Proceeds ............................................................................................. 8
2.4. Additional Financing .............................................................................................. 8
Section 3. Reserved ........................................................................................................... ....... 8
Section 4. Requirements and Conditi ons for Loan Disbursements ......................................... 8
4.1. Initial Disbursement ................................................................................................ 8
4.2. Subsequent Disbursements ..................................................................................... 9
4.3. Final Disbursement ................................................................................................. 9
4.4. Payment Procedures and Requirements ................................................................ 10
4.5. Conditions Precedent to Subsequent Disbursements ............................................ 11
4.6. Retainage............................................................................................................... 1 2
4.7. Additional Conditions for Final Disbursement ..................................................... 13
4.8. Final Adjustment to Loan After Closing .............................................................. 14
4.9. Insufficiency of Loan Proceeds ............................................................................ 16
4.10. Authorized Disbursements .................................................................................... 16
4.11. Disbursements Not a Waiver ................................................................................ 16
4.12. Stored Materials .................................................................................................... 16
4.13. No Escrow ............................................................................................................. 16
Section 5. Representations and Warranties ............................................................................ 16
5.1. Status ................................................................................................................... .. 16
5.2. Authority ............................................................................................................... 17
5.3. No Conflicting Agreements .................................................................................. 17
5.4. Litigation ............................................................................................................... 17
5.5. Financial Information............................................................................................ 17
5.6. Receivership .......................................................................................................... 17
5.7. Tax Returns ........................................................................................................... 17
5.8. Liens on Property .................................................................................................. 17
5.9. Utilities .................................................................................................................. 17
5.10. Roads.................................................................................................................... . 18
5.11. Zoning and Land Use. ........................................................................................... 18
5.12. Cost Breakdown .................................................................................................... 18
5.13. OFAC List ............................................................................................................. 18
Section 6. Covenants .......................................................................................................... .... 18
6.1. Construction of Project ......................................................................................... 18
6.2. Insurance ............................................................................................................... 18
6.3. Accounting/Audit Requirements .......................................................................... 19
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC ii
6.4. Inspection .............................................................................................................. 19
6.5. Maintenance and Repair ....................................................................................... 19
6.6. Obstructions .......................................................................................................... 19
6.7. Permits, Licenses .................................................................................................. 19
6.8. Structural Injury, Nuisance, Waste and Other Prohibited Uses ............................ 19
6.9. Compliance with Laws ......................................................................................... 19
6.10. Reporting............................................................................................................... 19
6.11. Records and Retention .......................................................................................... 21
6.12. Payment of Obligations ......................................................................................... 21
6.13. Notices .................................................................................................................. 21
6.14. Further Assurances................................................................................................ 21
6.15. Fees of Lender’s Agents ....................................................................................... 21
6.16. Performance of Other Agreements ....................................................................... 21
6.17. Acknowledgement of Lender Financing ............................................................... 21
6.18. Property Management ........................................................................................... 22
6.19. Affordability Covenants ........................................................................................ 22
6.20. Hazardous Materials Indemnity ............................................................................ 23
Section 7. Default; Remedies ................................................................................................. 23
7.1. Defaults ................................................................................................................. 23
7.2. Remedies of Lender on Event of Default ............................................................. 24
7.3. No Remedy Exclusive; Delays or Omissions; Waiver of Breach ......................... 27
Section 8. Additional Local and Federal Requirements Applicable to Borrower ................. 27
Section 9. Conflict Of Inte rest/ Limit of Liability ................................................................. 30
Section 10. Notice of Non-Discrimination .............................................................................. 31
Section 11. Freedom of Information Act ................................................................................. 31
Section 12. Antideficiency Act Limitations............................................................................. 31
Section 13. Miscellaneous ..................................................................................................... .. 31
13.1. Reimbursement of Disburse ments Made or Other Costs Incurred by Lender ...... 31
13.2. Interest on Additional Paym ents and Reimbursements ........................................ 32
13.3. Indemnification of Lender .................................................................................... 32
13.4. Nonassignability ................................................................................................... 33
13.5. Liability of Lender ................................................................................................ 33
13.6. No Partnership, Joint Venture, Agency ................................................................ 33
13.7. Waiver of Jury Trial/ Service of Process/ Court Costs ......................................... 33
13.8. No Third Party Beneficiaries ................................................................................ 33
13.9. Counterparts .......................................................................................................... 33
13.10. Notices ................................................................................................................ .. 34
13.11. Amendment ........................................................................................................... 34
13.12. Survival of Agreements ........................................................................................ 34
13.13. Entire Agreement; Successors and Assigns; Time of Essence ............................. 34
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC iii
13.14. Severability ........................................................................................................... 35
13.15. Descriptive Captions; Headings ............................................................................ 35
13.16. Construction .......................................................................................................... 35
13.17. Governing Law ..................................................................................................... 35
13.18. Conflict with Program Requirements ................................................................... 35
The following exhibits and riders attached hereto are incorporated into and deemed part of this
Agreement.
Exhibits
Exhibit A Summary of Loan Terms
Exhibit B Project Budget
Exhibit C Construction Draw Schedule
Exhibit D Federal Labor Standards Contract Addendum
Exhibit E Davis-Bacon Wage Determination
Exhibit F Section 3 Contract Addendum
Exhibit G Development Team Debarment Affidavit
Exhibit H Insurance Requirements
Exhibit I Certification of Borrowe r’s Representations and
Warranties
Exhibit J Form of Final Loan Reduction Certificate
Exhibit K Form of Net Cash Flow Calculation Worksheet
Exhibit L Modifications to Loan Agreement
Riders
Rider 1 Low-Income Housing Tax Credit Provisions
☐ Omnibus Rider Coronavirus State & Local Fiscal Recovery Funds
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC
LOAN AGREEMENT
THIS LOAN AGREEMENT (this “Agreement”) is made as of this __ day of _____ 2025
from PBS Property Holdings, LLC, a District of Columbia limited liability company
(“Borrower”), and the DISTRICT OF COLUMBIA, a municipal corporat ion, acting by and
through the DEPARTMENT OF HOUSI NG AND COMMUNITY DEVELOPMENT
(“Lender”).
RECITALS
A. Borrower owns the real property in the District of Columbia located at 145 Kennedy
Street, NW, Washington, DC 20;
B. Borrower has applied to Lender for a loan in a total principal amount not to exceed
Eight Million Four Hundred Ten Thousand Ni ne Hundred Fifty-Two and 00/100 Dollars
($8,410,952.00) (the “ Loan”), the proceeds of which shall be used by Borrower to finance the
Project (as defined below); and
C. Lender has agreed to make the Loan on the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
Definitions As used herein:
“Act of Bankruptcy” means the filing of a pe tition in bankruptcy under the United States
Bankruptcy Code, 11 U.S.C. § 101 et seq. (and all future acts supplemental thereto or amendatory
thereof) or the commencement of a proceedi ng under any other applicable law concerning
insolvency, reorganization or bankruptcy by or against Borrower or any guarantor, as debtor.
“Affordable Housing Covenant ” means that certain Afford able Housing Covenant by
Borrower for the benefit of Lender, which sets forth Borrower’s covenants to rent the Affordable
Units to Qualified Tenants in accordance with the Program Requirements and the Loan
Documents, which agreement shall be recorded against the Property as a covenant running with
the land.
“Affordability Period” means the period during which Borrower shall operate the Project
as affordable housing units in compliance with the Affordable Housing Covenant and the Program
Requirements.
“Affordable Unit” means a resi dential housing unit that is re served for and leased to
Qualified Tenants at the applicable income limit for such unit and at rent s that are affordable
pursuant to the Affordable Hous ing Covenant. “Affordable Unit” as used herein has the same
meaning as “Reserved Unit” as used in the HPTF Program Requirement s. Notwithstanding any
provision to the contrary, an Ov er-Income Tenant (as such term is defined in the Affordable
Housing Covenant) may occupy an Affordable Un it, however, once such tenant vacates an
Affordable Unit, the Affordable Unit shall be rented to income eligible households in accordance
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 2
with the Affordable Housing Covenant and the Program Requirements. “Affordable Unit Index”
has the meaning set forth in the Affordable Housing Covenant.
“Agreement” has the meaning set forth in the Preamble.
“Annual Owner Certification” means that certain certification prepared and executed by
Borrower and submitted to Lender, which certifies that all Affordable Units have been rented
exclusively to Qualified Tenants at rent levels consistent with the Affordable Housing Covenant
and the Program Requirements. The Annual Owner Ce rtification is submitted to Lender through
its electronic asset management portal, also known as the DHCD-PAMD Owner/Borrower portal.
“Architect” means the architect for the Project and its successors and assigns.
“Attorneys’ Fees and Costs” means all reasonable costs and expenses (including, without
limitation, reasonable attorneys' f ees and disbursements of Lende r's counsel, whether in-house
staff, retained firms or otherwise) incurred by Le nder or Trustee (as such term is defined in the
Deed of Trust) in connection with Borrower’s default under the Loan Documents.
“Authority” means any government al entity having ju risdiction over all or part of the
Property, the Project, or over a party hereto.
“Borrower” has the meaning set forth in the Preamble.
“Change Order” has the meaning set forth in Section 4.5.7.
“Closing Date” means the date of this Agreement.
“Completion Date” means the first day of the 24th month after the Closing Date, subject
to completion delays that are allowed in the C onstruction Contract, and as may be extended with
the prior written consent of Lender, but in no event earlier than Senior Lender’s completion date.
“Construction Contract” means the agreement to be entered into between Borrower as
owner and the Contractor for the Project.
“Construction Draw Schedule” means the Lender-approved draw schedule attached hereto
as Exhibit C and incorporated herein.
“Contractor” means the general contractor for the Project and its successors and assigns.
“Cost Savings” has the meaning set forth in Section 4.8.1(4).
“Deed of Trust” means the Deed of Trust, A ssignment of Leases and Rents and Security
Agreement delivered from Borrower to Lender’s tr ustee for the benefit of Lender, and will be
recorded in the land records of the District of Columbia to secure the Loan as evidenced by the
Note.
“Draft Loan Reduction Calculation” has the meaning set forth in Section 4.8.1(4).
“Due Diligence and Closing Checklist” has the meaning set forth in the Loan Commitment.
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 3
“Equity Investor" has the meaning set forth in the LIHTC Rider attached hereto at Rider
1.
“Event of Default” has the meaning set forth in Section 7.1.
“Excess Proceeds” has the meaning set forth in Section 4.8.1(4).
“Fifty Percent (50%) Completion” means the date on which fifty percent (50%) of the
construction and/or rehabilitation of the Project, and all improvements, have been completed, in a
good and workmanlike manner, def ect-free and free from mechanic’s and materialmen’s liens ,
and in accordance with all applicable laws and c odes, the Plans and Specifications, the relevant
Loan Documents and all environmental remediati on laws, as evidenced by a signed certificate
from the Architect, which certificate may be included as part of the Payment Request delivered to
Lender, indicating that fifty percent (50%) of the construction and/or rehabilitation of the Project,
and all improvements, have been completed in accordance with all applicable laws and codes, the
Plans and Specifications, the relevant Loan Documents and all environmental remediation laws.
“Fifty Percent (50%) Comple tion Meeting” means the pr ogress meeting convened by
Lender following Fifty Percent (50%) Completion.
“Final Loan Reduction Calculation” has the meaning set forth in Section 4.8.1(4).
“Final Loan Reduction Certificate” means that certain certificate prepared and executed by
Borrower, in substantially the form attached hereto as Exhibit J, which certifies the amount of
Final Loan Reduction Calculation in accordance with Section 4.8.1(4).
“Financing Statements” means the UCC financ ing statements, evidencing the Loan, that
shall be recorded in the land and chattel records, as applicable, of the District of Columbia to secure
Lender’s lien on the fixtures and equipment located at the Property.
“Fiscal Year” means the fiscal year of Borrower, which is January 1 to December 31.
“FOIA” has the meaning set forth in Section 11.1.
“Hazardous Materials” means any substanc e (i) the presence of which requires
investigation, remediation, or special handling under any Federal, state or local statute, regulation,
ordinance, order or policy; or (ii) is or becomes a “hazardous substance” or “hazardous waste”
under any Federal, state or local statute, regulation, ordinance, order or policy, including the
Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 9601 et seq.), as amended from
time to time, or the Comprehensive Environmental Response, Compensation and Liability Act of
1980 (42 U.S.C. § 9601 et seq. ), as amended from time to time; and (iii) without limitation,
includes any lead, oil or petrol eum products, polychlori nated bi-phenyls, PCB's, asbestos, urea
formaldehyde foam insulation or radon gas, except as such products are customarily found or used
in similar projects.
“Household” means all persons who will oc cupy the Affordable Unit, including the
tenant’s spouse or domestic partner, all children under eighteen (18) years of age, and all other
persons over eighteen (18) years of age who will be occupying the Affordable Unit.
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 4
“HUD” means the U.S. Department of Housing and Urban Development.
“Human Rights Act” has the meaning set forth in Section 10.
“Improvements” means all structures or build ings now or hereafter erected or placed on
the Property, together with any and all alterations, additions, accessions and replacements thereof.
“Increased Sources” has the meaning set forth in Section 4.8.1(4).
“Lender” has the meaning set forth in the Preamble.
“Lender Retainage” means an amount equal to the lesser of ten percent (10%) of the
Construction Contract or ten pe rcent (10%) of the Loan amount th at shall be reserved until the
final disbursement of Loan proceeds. As set forth in Exhibit A, the Lender Retainage for this
Project is $841,095.20.
“Loan” has the meaning set forth in the Recitals.
“Loan Commitment” means Lender’s letter of conditional commitment, and any
modifications thereto. In the event of a conflict in terms between this Agreement and the Loan
Commitment, this Agreement shall control.
“Loan Documents” means, collectively, this Agreement, the Note, the Deed of Trust, the
Affordable Housing Covenant, the Financing St atements, the Loan Commitment and any other
documents required by Lender from Borrower, as a condition precedent to disbursing the Loan
proceeds or to evidence or secure this Loan. All Loan Documents shall be incorporated herein by
reference.
“Loan Term” means the term of the Loan from the Closing Date to the Maturity Date (as
such term is defined in the Note).
“Median Family Income” or “MFI” means the median family income for a Household of
four (4) persons in the “Washington Metropolitan Statistical Area” as periodically published by
HUD, and adjusted for Househol d size without regard to any adjustments made by HUD for the
purposes of the programs it administers, as may be adjusted by Lender to establish income limits
pursuant to the Program Requirements. MFI is also known as Area Median Income or AMI.
Notwithstanding anything to the contrary herein, the maximum Household income for a Qualified
Tenant at 80% MFI shall be adjusted pursuant to Section 42(g)(4) of the Internal Revenue Code.
“Net Cash Flow Calculation Worksheet” me ans that certain worksheet prepared and
executed by Borrower, in substantially the form attached hereto as Exhibit K, which demonstrates
Borrower’s annual calculation of Net Cash Flow (as such term is defined in the Note) and payments
owed to Lender pursuant to the Note.
“Note” means that certain Deed of Trust Note made by Borrower, of even date herewith,
as amended, modified, or suppl emented from time to time, whic h evidences Borrower’s promise
to Lender to repay the Loan under the terms and conditions of the Loan Documents.
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 5
“Notice” has the meaning set forth in Section 13.10.
“OFAC” has the meaning set forth in Section 5.13.
“Operating Agreement” means the Amended and Restated Operating Agreement of
Borrower, dated as of [______1, 2025], as may be amended.
“OPM” has the meaning set forth in Section 4.7.1.
“Other Contingency Use” has the meaning set forth in Section 4.5.7.
“Payment Request” has the meaning set forth in Section 4.4.
“Permitted Encumbrances” has the meaning set forth in the Deed of Trust.
“Permitted Transfer” means the transfers permitted in accordance with Section 1.11 of the
Deed of Trust.
“Person” means a natural person, trustee, corporation, partnershi p, limited liability
company or other legal entity.
“Plans and Specifications” means the plans and specifications approved or to be approved
by Lender for the Project.
“Program Requirements” means, collectively
X The requirements of the Housing Produc tion Trust Fund, including, but not limited
to, the Housing Production Trust Fund Act of 1 988, D.C. Law 7-202, D.C. Official Code § 42-
2801 et seq. (2001 ed.) and 10B DCMR Chapter 41, both th e statutes and regulations, as may be
amended from time to time (collectively, the “HPTF Program Requirements”).
The requirements of the Section 8 proj ect-based voucher program, including, but
not limited to, the Federal and District of Columbia Housing Choice Voucher Program rules and
regulations at 24 CFR Part 982 and 983 a nd 14 DCMR Chapters 49, 51, 53, 54, 56, 59, 61, 93
and 95. The Section 8 project-based voucher program is administered by the District of Columbia
Housing Authority.
X The requirements of the Local Rent Supplement Program, including, but not limited to, the
Federal and District of Columbia Housing Choi ce Voucher Program rules and regulations at 24
CFR Parts 982 and 983, and 14 DCMR Chapters 49, 51, 53, 54, 56, 59, 61, 93 and 95. The Local
Rent Supplement Program is administered by the District of Columbia Housing Authority.
X The requirements of the Permanent S upportive Housing Program, which provides
supportive housing for an unrestricted period of time for individuals and families who were once
homeless and continue to be at imminent risk of becoming hom eless, including persons with
disabilities as defined in 24 CFR § 582.5, for whom self-sufficient livi ng may be unlikely and
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 6
whose care can be supported th rough public funds. See D.C. O fficial Code § 4-751.01(28).
Affordable Units that are subject to the Permanent Supportive Housing Program shall be operated
in accordance with HUD’s Housi ng First model and vacancies shall be filled through the
Coordinated Entry System. The Permanent Suppor tive Housing Program is administered by the
District of Columbia Department of Human Services.
The requirements of the District of Colu mbia Department of Behavioral Health
Permanent Supportive Housing Program, including but not limited to The Department of
Behavioral Health Establishment Act of 2013, D.C. Law 20-61, D.C. Official Code § 7-1141.01
et seq. and that certain Memorandum of Understanding Between the Department of Behavioral
Health and the Department of Housing and Community Development, effective June 16, 2014,
as amended, that provides for financing development of long-term supportive housing units in the
District of Columbia for the exclusive use of Department of Behavioral Health consumers.
The requirements of the Housing for Older Persons Act, including, but not limited
to, 42 U.S.C § 3607 et seq. and the Federal rules and regulations at 24 CFR Part 100.
The requirements of the Housing Opport unities for Persons with AIDS Act,
including, but not limited to, 42 U.S.C. § 12901 et seq. and the Federal rules and regulations at
24 CFR Part 574.
“Project” means, collectively, the Improvements located or to be built on the Property that
will be financed with the Loan proceeds pursuant to this Agreement, and used as a rental housing
development.
“Project Budget” means the sources and uses of the Project and the specific uses of the
Loan proceeds that are set forth in Exhibit B attached hereto.
“Property” has the meaning set forth in the Deed of Trust.
“Qualified Tenants” means Households whose household income qualifies for the income
limit for the particular Affordab le Unit the Household is leasing, as set forth in the Affordable
Housing Covenant and meets any additional criteria set forth in the Program Requirements. A
Qualified Tenant shall include any Over-Income Tenant who has a valid written lease and was in
good standing at the Project prior to the date of this Agreement.
“Registered Agent” means National Registered Agents, Inc. with an address at 1015 15th
Street NW, Suite 1000, Washington, DC 20005.
“Rent” means the occupancy charge for each housing unit and any commercial or retail
space, if applicable, in the Project pursuant to a proprietary lease, lease or other occupancy
agreement between the tenant and Borrower.
“Returned Funds” has the meaning set forth in Section 4.8.1.
“Satisfaction Letter” has the meaning set forth in Section 4.7.9.
“Senior Lender” has the meaning set forth in the Deed of Trust.
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PBS Property Holdings, LLC 7
“Senior Loan” means any loan from a Senior Lender, as evidenced by a promissory note,
and other instruments, agreements and documents by and be tween Borrower and Senior Lender,
to evidence, secure or guarantee the repayment of the Senior Loan.
“Senior Loan Documents” means all of the financing documents entered into between
Borrower and the Senior Lender to evidence the Senior Loan.
“Seventy-Five Percent (75%) Completion” means the date on which seventy-five percent
(75%) of the construction and/or rehabilitation of the Project, a nd all improvements, have been
completed, in a good and workmanlike manner, defect-free and free from mechanic’s and
materialmen’s liens, and in accordance with a ll applicable laws and codes, the Plans and
Specifications, the relevant Loan Documents and all environmental remediation laws, as evidenced
by a signed certificate from the Architect, which certificate may be included as part of the Payment
Request delivered to Lender, indicating that seventy-five percent (75%) of the construction and/or
rehabilitation of the Project, and all improvements, have been completed in accordance with all
applicable laws and codes, the Plans and Speci fications, the relevant Loan Documents and all
environmental remediation laws.
“Subordination Agreement” means that certain Intercreditor and Subordination Agreement
dated on or about the date hereof among Borrower, Lender, JPMorgan Chase Bank, N.A..
“Subordinate Lender” has the meaning set forth in the Deed of Trust.
“Subordinate Loan” means a ny loan from a Subor dinate Lender, as evidenced by a
promissory note, and other instruments, agreements, and documents by and between Borrower and
Subordinate Lender, to evidence, secure or guarantee the repayment of the Subordinate Loan.
“Subordinate Loan Documents” means all of the financing documents entered into between
Borrower and the Subordinate Lender to evidence the Subordinate Loan.
“UCC” has the meaning set forth in Section 7.2.7.
“VAWA” has the meaning set forth in 1)a)i)(1)(a)(z)
Loan.
Generally.
2.1.1. Use and Purpose. Borrower agrees to borrow from Lender, and Lender
agrees to lend to Borrower, the Loan proceeds; such Loan proceeds shall be used by Borrower for
the uses specified in the Projec t Budget, subject to Section 2.23 he rein, and subject to all of the
terms, provisions and conditions of this Agreement.
2.1.2. Expenses and Disbursements Secured by Deed of Trust . The Loan
proceeds, Attorneys’ Fees and Costs (if any) and all other Loan expenses, as and when disbursed
or incurred by Lender, will be secured by the Deed of Trust.
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 8
Making of Payments . All payments (including prepayments) of prin cipal of, or interest
on, the Loan, shall be made in accordance with the terms of the Note. All such payments shall be
made without any set-off or counterclaim, and free and clear of any restrictions or conditions, and
free and clear of and without deduction for or on account of, any present or future taxes, levies,
imposts, duties, charges, fees, deductions or withholdings of any nature now or hereafter imposed
by any governmental or other authority.
Use of Loan Proceeds . In compliance with and subject to all terms of this Agreement,
Lender will disburse the Loan to or for the account of Borrower. Borrower shall provide to Lender
a cost breakdown, in trade form, and loan budget, which shall be approved by Lender, in its sole
discretion. Lender shall disburse the proceeds of the Loan, so long as no Event of Default (defined
herein) has occurred and is continuing, only fo r purposes that are permitted by the Program
Requirements, and for no other purposes. Furthermore, the Loan proceeds shall only be applied to
the uses specified in the Project Budget, except as may be modified with the prior written consent
of Lender, which consent shall not be unreasonably withheld, conditioned or delayed.
Additional Financing.
2.4.1. Except for the Senior Loan(s) and the Subordinate Loan(s), Borrower
shall not receive any additional funds from any source, concerning this Project without the express
written consent of Lender, except that Borrower shall be permitted to refinance the balance of the
Senior Loan at any time, (i) fo r not more than the outstanding ba lance of principal and accrued
interest and reasonable and necessary closing co sts, (ii) for a term that does not exceed the
remaining term of the Loan, a nd (iii) upon terms that Lender has determin ed as commercially
reasonable and for which Lender has provided its prior written approval in accordance with the
Program Requirements (which approval shall no t be unreasonably withheld, conditioned or
delayed).
2.4.2. If the Loan is subject to the Section 108 Program Requirements, neither
Lender nor Borrower shall enter into an intercre ditor or subordination ag reement with another
lender without HUD’s prior written approval.
Reserved.
Requirements and Conditions for Loan Disbursements. Lender’s obligation to make any
disbursement of Loan proceeds is subject to Borrower’s satisfaction of the following requirements
and conditions, subject in all respects to Section 2.3:
Initial Disbursement:
4.1.1. If applicable, an initial amount of Lo an proceeds shall be disbursed on
the Closing Date in the form of a wire to fund costs that are approved by Lender and eligible to be
paid with Loan proceeds as determined at Lender’s sole discretion, regardless of when the costs
were incurred.
4.1.2. Lender’s obligation to make the initial disbursement of Loan proceeds is
subject to Borrower’s satisfaction of the following requirements and conditions unless waived in
writing by Lender:
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 9
(1) Borrower must obtain, at its sole cost and expense, and submit to Lender
evidence that it has satisfied each of the Closing Conditions (as such term
is defined in the Loan Commitment), which shall be subject to Lender’s
review and approval, both as to substance and form, and shall be updated
and effective as of the date hereof.
(2) On or before the Closing Date, Borrower shall have executed and delivered
to Lender the Loan Documents to be executed by Borrower and all other
documents and instruments requir ed from Borrower and Lender in
connection with the Loan.
(3) Lender shall have received an opinion of Borrower’s counsel to the effect
that Borrower is duly organized an d validly existing and in good standing
under the laws of the state of its orga nization, authorized to do business in
the District of Columbia, with full power to own the Project and to execute,
deliver and perform its obligations under this Agreement; that the Loan
Documents executed and delivered fo r the Loan are valid and legally
binding and enforceable against Borrower in accordance with their
respective terms, subject to laws pertaining to bankruptcy and insolvency;
and opining as to such other matters as may be required by Lender.
(4) The representations and warranties set fo rth in Section 5 shall be true and
correct in all material respects on and as of the Closing Date, and no Event
of Default shall then exist under this Agreement.
(5) The Deed of Trust and the related U CC financing statements and all other
Loan Documents requiring filing or r ecordation shall have been filed or
recorded in the appropriate public reco rds as necessary and appropriate to
evidence and perfect the liens and security interests thereby created.
(6) Satisfy the payment and procedures requirements set forth in Sections 4.4.1
– 4.4.4.
Subsequent Disbursements:
4.2.1. Following the initial disbursement, Lender shall retain the balance of the
Loan proceeds to fund subseque nt disbursements in accordance with the Project Budget and the
Construction Draw Schedule, subject to the requirements set forth in Sections 4.4 and 4.5.
4.2.2. Lender will make subsequent disburse ments of the Loan proceeds to
Borrower in the form of an Automated Clearing House (ACH) payment.
4.2.3. Lender will make subsequent disburse ments of the Loan proceeds to
Borrower in a timely manner, subject to the requirements set forth in Sections 4.4 and 4.5.
Final Disbursement : The conditions for the final disb ursement of Loan proceeds are
further described in Section 4.7, and Lender’s ability to withhold a portion of funds from the final
disbursement is further described in Section 4.8.
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 10
Payment Procedures and Requirements : Borrower shall submit to Lender a fully
executed, complete, and accura te disbursement or draw request package (the “ Payment
Request”), as hereafter described, at least thirty (30) days before the date funding is being
requested. Payment procedures and requirements are as follows:
4.4.1. Borrower’s submission of the Payment Request must document eligible
costs in accordance with the Project Budget and Construction Draw Schedule, as the same may be
adjusted from time-to-time as construction progresses with Lender approval, if applicable.
4.4.2. Borrower shall create and submit Payment Requests in an electronic
format through the DC Vendor Portal or a succe ssor system. The DC Vendor Portal is an online
system that allows Borrower/vendor to create and submit invoice pa ckages by selecting the
applicable purchase order number. All Borrowers/vendors must be registered in the portal prior to
invoice submission. Additional details and instructions are available on the portal website.
4.4.3. Each Payment Request must be submitted in the form of a proper invoice
package to Lender, including all required forms and documents, in accordance with Lender’s most
recent published guidelines. Per Lender’s published guidelines and in accordance with Section 4.5,
Lender may require additional substantiating documentation be included as part of the Payment
Request submitted through the DC Vendor Portal or shared sepa rately utilizing Lender’s cloud
platform for construction period monitoring.
4.4.4. Each Payment Request shall include the Certification of Borrower’s
Representations and Warranties, attached hereto at Exhibit I and incorporated herein, and shall be
submitted through the DC Vendor Portal. The Payment Request sh all also contain all details
concerning the Project which Lender reasonably requires, and adequate supporting documentation
to substantiate every expenditure that Lender is requested to fund.
4.4.5. If the Loan proceeds will be used to fund construction costs, the Payment
Request must include a copy of the Contractor’s application for payment to Borrower, signed by
the Architect and confirmed by Lender’s inspec tor, on notarized AIA Forms G702 and G703 or
other forms acceptable to Lender. The Contractor’s application for payment shall be subject to the
Senior Lender’s retainage requirements, as applicable.
4.4.6. Disbursements shall be made within thirty (30) days of Lender’s receipt
of a proper Payment Request.
4.4.7. Lender shall not be required to disburse more frequently than once every
thirty (30) days.
4.4.8. Regardless of whether Borrower is re questing a disbursement of Loan
proceeds for a particular month, Borrower shall provide Lender with a copy of each disbursement
or draw request submitted to the Senior Lender or other financing parties on a monthly basis. This
copy shall include the monthly ap plication for paymen t from the Contractor and documentation
for all other expenditures for which funding from other parties is being requested.
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PBS Property Holdings, LLC 11
Conditions Precedent to Subsequent Disbursements . Lender’s obligation to make any
disbursements hereunder shall be subject to the procedures and requirements in Sections 4.4 and
Borrower’s satisfaction of the following conditions, as determined by Lender in its sole discretion:
4.5.1. Confirmation that any outstanding items on the Due Diligence and
Closing Checklist have been provided to Lender, including final executed and recorded documents
that were not available at the time of initial di sbursement. Lender shall be in receipt of a final
electronic closing binder.
4.5.2. Lender has held a preconstruction mee ting for the Project and issued a
Notice to Proceed to Borrower and Contractor.
4.5.3. Following Fifty Percent (50%) Completion as determined by the
Architect, Lender shall hold a Fifty Percent (50%) Completion Meeting. The Fifty Percent (50%)
Completion Meeting must be conducted to Lender’s satisfaction and any outstanding compliance
concerns must be addressed before Lender shall make disbursements subsequent to Fifty Percent
(50%) Completion.
4.5.4. Field progress meetings shall be he ld on a regularly scheduled monthly
basis. Borrower, Contractor, Architect, and a ll necessary subcontractors shall agree on the
percentage of work completed and in place, and the amount of stored and insured materials on-site
and off-site. Borrower shall be responsible for notifying all of the parties above of the time and
date of the meeting in advance. If Lender’s representative is unable to attend in person or virtually
to its satisfaction, Lender reserves a right to inspect the work performed for which a disbursement
is sought or otherwise inspect the condition of the Project before providing its approval. If Lender
is unable to complete a physical inspection, da te-stamped photographic evidence and/or video
footage that verifies the work completed and bille d for in the Payment Request will be required,
in accordance with Lender’s published guidelines.
4.5.5. Lender shall have received such certi fications of job progress, in form
satisfactory to Lender, as Lender may request, wh ich shall include the most recent construction
progress report or construction monitoring report, as applicable , meeting minutes, a summary of
the Project’s recently completed and upcoming c onstruction activities, an updated schedule, a
description of significant Project issues, and the proposed resolution of such issues. Regardless of
whether Lender is being requested to disburse f unding for hard costs, Borrower is expected to
submit a copy of the construction progress or cons truction monitoring report, as applicable, or
minutes to Lender on a monthly basi s. In addition, Lender shall have received copies of all other
requested reports and documents, as available, required to satisfy requirements of Lender and other
applicable governmental agencies having jurisdiction over the Project. In this regard, Lender shall
have the right to inspect all books, records and accounts relating to such work, and may, at its
option, require execution by Borrower and any contractors, subcontractors, laborers and
materialmen of such affidavits, endorsements and releases as Lender deems necessary.
4.5.6. Lender shall have received a waiver and release of liens from the
Contractor, acknowledging receipt of payment for prior construction work performed and paid out
of prior Loan disbursements and other source s of funding. Unless waived by Lender, Borrower
shall also deliver to Lender waivers and releases of liens from all first- tier subcontractors and
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 12
suppliers that have furnished la bor, material, or services in cluded in all previous Payment
Requests. In addition, if any mechanic’s liens ha ve been filed, Borrower shall have given notice
and copies of such liens to Lender.
4.5.7. If Borrower requests payment for any changes to the approved Plans and
Specifications (the “ Change Order”), the Change Order shall have been approved: (i) prior to
Seventy-Five Percent (75%) Completion, by the Seni or Lender before any disbursement of Loan
proceeds; and (ii) after Seventy-Five Percent (75%) Completion, approved by both Lender and the
Senior Lender before any disbursement of Loan proceeds. If Borrower requests payment of soft or
other costs from other Project contingencies or line item savings (“Other Contingency Use”), the
request must be approved by Le nder after Seventy-Five Percent (75%) Completion. If requested
by Lender, Borrower shall furnish all necessary Change Order and Other Contingency Use
documentation. Notwithstanding the foregoing, Lender reserves the right to review and approve
the scope and cost of any Change Order and Ot her Contingency Use, regardless of when the
Change Order and Other Contingency Use, as applicable, was incurred and regardless of whether
the Change Order and Other Contingency Use, as a pplicable, is to be funded with Loan proceeds
or other sources. Lender also reserves the right to withhold disbursement of Loan proceeds if
Lender determines, in its sole discretion, that the Project cannot be completed in accordance with
the approved Plans and Specifications with th e undisbursed portion of the Loan and other
construction sources of funds.
4.5.8. If requested by Lender, Borrower shall provide executed subcontracts or
any other supplemental documents deemed necessary to verify the Payment Request.
4.5.9. Unless waived by Lender, a date-down to its title policy at the time of
disbursement, ensuring the continued priority of the Deed of Trust and the absence of any
encumbrances not otherwise constituting a Permitted Encumbrance (as such term is defined in the
Deed of Trust) or permitted unde r the terms of this Agreement, together with such endorsement
Lender may reasonably require.
4.5.10. If requested by Lender, Borrower shall provide updates on its efforts to
comply with applicable Federal and local hiring and contracting requirements.
4.5.11. No Event of Default, nor any event or state of facts, which with notice
or passage of time or both would constitute an Ev ent of Default, shall then exist under the Loan
Documents.
4.6. Retainage
4.6.1. Borrower is required to comply with the general retainage requirements
required by the Senior Lender and the Construction Contract.
4.6.2. The Lender Retainage shall be released in the final disbursement of Loan
proceeds upon satisfaction of the conditions specified in Section 4.7.
4.6.3. Notwithstanding the foregoing, Lender, in its sole discretion, may reduce
the original Lender Retainage amount by fifty pe rcent (50%) only after th e Fifty Percent (50%)
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 13
Completion Meeting has been conducted to Lender’s satisfaction and any outstanding compliance
concerns have been addressed to Lender’s satisfaction.
4.6.4. Lender’s disbursement of the Lender Retainage is subject in all respects
to the requirements set forth in Sections 4.7 and 4.8.
Additional Conditions for Final Disbursement . In addition to all other conditions set
forth in this Section 4, Lender’s obligation to make the final disbursement of the Loan proceeds,
including release of the Lender Retainage, shall be subject to Lender’s receipt of the following:
4.7.1. Confirmation that the following matters have been addressed to the
satisfaction of the Lender’s Office of Program Monitoring (“OPM”):
(1) All certified payrolls required by Davi s-Bacon and the Related Acts have
been submitted to Lender, and all subcontracts demonstrate compliance
without any unresolved wage variances or restitution.
(2) Final accessibility inspections for accessible units and common spaces have
been conducted by OPM.
(3) All required Section 3 reports have been submitted and approved by OPM.
(4) There are no outstanding crosscutting compliance violations for District
external agencies such as First Source, apprenticeship, minimum wage and
Certified Business Enterprises.
4.7.2. Updated Form 202, including comparison to the Project Budget as of the
Closing Date. If requested by Lender, satisfact ory Change Order and Other Contingency Use
documentation must also be submitted.
4.7.3. Draft third party cost certificati ons for the Project from Borrower and
Contractor.
4.7.4. Completion of a final, in-person s ite visit by Lende r’s inspector to
confirm all work was complete d in accordance with approved Plans and Specifications. Final
approval of the Project in accordance with the Plans and Specifications, as built, is required.
4.7.5. A completed and notarized Contracto r’s Certificate and Release Form
from Borrower.
4.7.6. Final waivers and releases of liens from the Contractor and first-tier
subcontractors and suppliers that have furnished labor, material, or services to Project. Conditional
lien releases are acceptable in cases where pending payments w ill be made upon release of the
Lender Retainage.
4.7.7. The issuance of a final or tempor ary certificate of occupancy for the
intended, funded use of the Project.
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 14
4.7.8. Architect’s Certificate of Substa ntial Completion (AIA G-704) with
corresponding punch-lists.
4.7.9. A letter of satisfaction from the Architect and Borrower for satisfactory
completion of the Project (the “Satisfaction Letter”). The Satisfaction Letter shall affirm that the
punch-list items associated with the AIA G-704 have been satisfied, or adequate funds reasonably
necessary to pay the costs of completion of remaining punch-list items, if any, as determined by
the Senior Lender, shall have been escrowed in accordance with the Senior Lender’s requirements.
In addition, the Satisfaction Lett er shall confirm that certified warranties and related documents
required by the Construction Contract have been provided by the Contractor.
4.7.10. Copies of all permit trade inspec tion sign-off approvals, including, but
not limited to, electrical, plumbing, mechanical, structural and fire safety.
4.7.11. Documentation that the Project ha s been registered on the Housing
Locator Website (as such term is defined in the Affordable Housing Covenant).
4.7.12. Enterprise Green Communities Step 2 Certification or comparable
documentation acceptable to Lender.
4.7.13. Receipt of the final as-built Plans and Specifications certified by the
Architect and engineer of record.
4.7.14. Receipt of an as-built survey accep table to Lender, unless waived by
Lender.
4.7.15. Copies of such additional permit s and licenses for operation of the
Project, including, but not limi ted to, the business license fo r Borrower and its management
company, as may be necessary or required by an Authority.
4.7.16. Performance of all other obliga tions of Borrower under the Loan
Documents.
4.7.17. Confirmation that the Project is currently complying or has complied
with applicable initial lease-up income certification and tenant eligibility requirements set forth by
Lender’s Portfolio and Asset Management Division.
4.8. Final Adjustment to Loan After Closing
4.8.1. Lender and Borrower acknowledge and agree that Lender is making the
Loan to provide gap financing to ensure the comp letion of the Project and, therefore, at Lender’s
discretion the Loan may be reduced, or Lender may require repayment of the Loan, as follows:
(1) On a dollar ($1.00) for dolla r ($1.00) basis for funds that were used for a
temporary purpose to the extent that such funds are or will be subsequently
returned to Borrower (the “Returned Funds”). Such funds include but are
not limited to: refunded deposits, financing fees required by District
agencies, lenders, or other parties.
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 15
(2) On a fifty cents ($0.50) for every do llar ($1.00) basis fo r any other net
reduction in total costs shown in the Project Budget due to unspent
contingency funds, unspent short-term reserves or other budget savings (the
“Cost Savings ”), unless the Cost Savings are utilized to cover an
unanticipated decrease in other Project sources as reflected in an amended
Project Budget. The remaining fifty percent (50%) of Cost Savings shall be
applied in accordance with the Senior Loan Documents or the terms of the
Operating Agreement, as applicable.
(3) On a fifty cents ($0.50) for every dolla r ($1.00) basis for any increase in
funding that is committed to the Proj ect after the Closing Date over and
above the funding sources shown in th e final Project Budget, unless the
increase in funding is obtained fro m a non-Lender source to cover an
unanticipated increase in the costs of the Project or a decrease in other
sources available for the Project as reflected in an amended Project Budget
(the “ Increased Sources ”). The remaining fifty percent (50%) of the
Increased Sources shall be applied in accordance with the Senior Loan
Documents or the terms of the Operating Agreement, as applicable.
(4) Borrower shall calculate any Returned Funds, Cost Savings, and Increased
Sources (collectively, “Excess Proceeds”) and notify Lender of the
anticipated loan reduction amount (the “Draft Loan Reduction
Calculation”) prior to requesting its final disbursement from Lender by
submitting a draft Loan Reduction Certificate. If the Draft Loan Reduction
Calculation is less than the remaining Lender Retainage, Lender reserves
the right to withhold disbursing an equal portion of the remaining Lender
Retainage, unless Borrower can demonstrate that doing so would result in
a construction/stabilization period funding gap for the Project. If the Draft
Loan Reduction Calculation exceeds the remaining Lender Retainage,
Lender reserves the right to withhold disbursing all of its remaining Loan
proceeds, including the remaining Lender Retainage, unless Borrower can
demonstrate that doing so would result in a construction/stabilization
period funding gap for the Project.
(5) Borrower shall update the Draft Loan Reduction Calculation by submitting
a revised Loan Reduction Certificate (the “ Final Loan Reduction
Calculation”) with the Borrower’s request for a United States Department
of the Treasury Internal Revenue Service Low-Income Housing Credit
Allocation and Certification (Form 8609).
4.8.2. If the Final Loan Reduction Calculation pursuant to this section exceeds
the remaining Lender Reta inage, or if the full amount of Le nder Retainage has previously been
released, the net amount of Excess Proceeds due to Lender to reduce the Loan shall be paid within
ninety (90) days of issuance of the Form 8609 and the final ex ecuted Loan Reduction Certificate
shall be delivered on the same day.
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 16
4.8.3. Notwithstanding the foregoing, any loan reduction under this section that
is made after Loan Closing but prior to full disbursement of the Loan proceeds shall be subject to
the consent and approval of the Se nior Lender, Equity Investor, an d other financing parties, as
applicable.
Insufficiency of Loan Proceeds. If at any time during the term of this Agreement, Lender
determines that the remaining undisbursed Loan pr oceeds, in addition to other funds available to
the Project, are insufficient for any reason to complete the Project substantially in accordance with
the Plans and Specifications, Borrowe r shall, within ten (10) days after receipt of Notice thereof
(including a statement of the basis for such insufficiency) from Lender, deposit with Lender or its
designee such sums of money in cash (from sources other than the Loan) as reasonably are required
to eliminate the insufficiency. Any amount so deposited by Borrower shall stand as additional
security for Borrower’s obligations under this Agreement, and may be disbursed at Lender’s option
before any further Loan disbursements are made hereunder.
Authorized Disbursements. Notwithstanding any other term of this Section 4, Borrower
hereby irrevocably authorizes Lender, at Lender’s option to make disbursements of Loan proceeds
(i) jointly to Borrower, Borrower’s construction manager and to any cont ractor or materialmen
furnishing labor, services or materials in the construction of the Project for any amounts due them
in connection therewith, or (ii) directly to Lender for interest, fees and any other amounts required
to be paid to Lender under the Note or the other Loan Documents. No further authorization from
Borrower shall be necessary for Lender to make such direct disbursements, and all such
disbursements shall satisfy pro tanto Lender’s obligation hereunder and shall be secured by the
Deed of Trust.
Disbursements Not a Waiver . No disbursement of any Loan proceeds by Lender shall
constitute a waiver of any of the conditions for di sbursement contained in this Agreement, or an
obligation of Lender to make furt her disbursements. If Borrower is unable to sa tisfy any such
condition, no such disbursement shall have the effect of precluding Lender from thereafter
declaring that inability to be an Event of Default.
Stored Materials. No disbursements will be made fo r materials that are not physically
incorporated into the Project, other than for materials actually delivered to the Project site or off-
site, and stored in a place, secured and insured against theft, vandalism and other damage, all in a
manner satisfactory to Lender.
No Escrow. Any and all Loan proceeds disbursed to Borrower in accordance with this
Agreement must be placed in a non-interest bearing account and must be expended in accordance
with Section 4. In no event shall Borrower escrow the Loan proceeds.
Representations and Warranties . Borrower represents and warrant s to Lender as of the date
hereof, and shall be deemed to represent and warra nt as of the date it submits any disbursement
request to Lender hereunder, that:
Status. Borrower is a Person in good standing under the laws of the District of Columbia.
All representations and warranties made by Bo rrower in the other Loan Documents are true,
complete and correct when made.
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 17
Authority. Borrower has the power and authority to enter into and execute and deliver this
Agreement and each other Loan Document executed and delivered by it, and to incur and perform
the obligations provided for here in and therein (including borrowing and guaranteeing the Loan,
as applicable), all of which have been duly au thorized by all proper and necessary action and all
material governmental licenses, authorizations, consents and approvals required. No consent or
approval of any other Person or Authority is required as a condition to the validity or enforceability
of this Agreement or any of such other Loan Documents, or if required it has been obtained.
No Conflicting Agreements. There is (a) no provision of any existing mortgage, pledge,
lien, security interest, charge, encumbrance, contract or agreement binding on Borrower or
affecting its property nor any judgment, decree, or order of court binding on Borrower, and (b) to
the best knowledge of Borrower, no law, stat ute, rule or regulation binding on Borrower or
affecting any of its property, which would conf lict with or in any way prevent the execution,
delivery or performance of the terms of this Agreement or of any other Loan Document executed
and delivered by Borrower, or which would be in default or violated as a result of that execution,
delivery or performance.
Litigation. There is no litigation, proceeding or investigation, pending or threatened in
writing, which may result in any ma terial and adverse change in the financial condition, assets,
liabilities, business or prospect s of Borrower, and Borrower does not know of a ny basis for any
such litigation, proceeding or investigation.
Financial Information . All financial information heretofore furnished to Lender
concerning Borrower is complete and correct in all material respects, and fairly presents
Borrower’s financial position as of the date thereof. There are no liabilities, direct or indirect, fixed
or contingent, of which Borrower is aware except as reflected therein. There has been no material
adverse change in Borrower’s financial condition or operations since the dates of those financial
information (and to Borrower’s knowledge, no such material adverse change is pending or
threatened), and Borrower has not guaranteed the ob ligations of, or made any investment in or
advances to, any Person except as disclose d in such information. Borrower has good and
marketable title to any and all assets securing the Loan, free and clear of encumbrances (other than
the Permitted Encumbrances or otherwise as per mitted by Lender), except as reflected in that
information.
Receivership. There are no actions or proceedings pending or threatened against Borrower,
to the best of Borrower's actual knowledge, to liquidate or reorganize it or place it into receivership.
Tax Returns. Borrower has filed or cause d to be filed all (if any) required Federal, state
and local tax returns, and paid a ll taxes shown on the returns as such taxes have become due. No
claims have been assessed and are unpaid with respect to such taxes, except as shown in the
financial information referred to above.
Liens on Property . There exists no mortgage, pledge, lien, security interest, charge or
other encumbrances (except as permitted by Lender) on or with respect to the Property.
Utilities. All utility services necessary for the construction and operation of the Project for
its intended purposes are or will be available at the boundaries of the Property, including water
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 18
supply of sufficient quantity and pressure, stor m and sanitary sewer fa cilities of adequate
capacities, gas, electric and telephone facilities. Borrower has procured, or hereby agree to use its
best efforts to procure, from th e District of Columbia, and othe r authorities and corporations,
connection and discharge arrangements for the supply of water, gas, electricity and other utilities
and sewage and industrial waste disposal for the operation of the Project.
Roads. All roads necessary for the full use of the Project for its intended purposes have
either been completed or the necessary rights of way therefor have e ither been acquired by
Borrower or the appropriate Authority or have been dedicated to public use and accepted by such
Authority or will be so acquired or dedicated with in a period of time satisfactory to Lender, and
all necessary steps have been taken by Borrower and such Authority to assure the complete
construction and installation thereof in accordan ce with law and all applicable governmental
requirements.
Zoning and Land Use. The Project, and the use of the Project for its intended use, will not
violate any zoning or other ordina nce, regulation or la w, restrictive covenant or agreement of
Borrower (either now in existence or known by Borrower to be proposed) applicable to the
Property, the Project or its use, and all requirements for such use have been satisfied. Borrower
shall not initiate, join in, or consent to any cha nge in any restrictive covenant, easement, zoning
ordinance or other public or private restriction limiting or defining the uses which may be made
of the Property, the Project or any part thereof.
Cost Breakdown. The cost breakdown (in trade breakdown form) for the Project supplied
to Lender is complete and accurate as of the date hereof, based on all information now available
to Borrower, and Borrower has no knowledge of any material change in the amount shown thereon
which is likely to occur.
OFAC List. Borrower, and to the best of Borrower’s knowledge after having made diligent
inquiry, and all persons or entities owning an intere st in Borrower (i) are not currently identified
on the United States Office of Foreign Assets Control (“OFAC”) List, and (ii) are not persons or
entities with whom a citizen of the United States is prohibited to engage in transactions by any
trade embargo, economic sanction, or other prohibition of Unite d States law, regulation, or
Executive Order of the President of the United States. The OFAC List currently is accessible
through the internet website http://www.treas.gov/offices/eotffe/ofac/sdn/t11sdn.pdf.
Covenants. Borrower covenants and agrees that, as long as any part of the Loan remains unpaid,
Borrower will:
Construction of Project . Cause the Project to be completed substantially in accordance
with the final Plans and Specifications on or before the Completion Date, free and clear of all liens
other than the Deed of Trust and the Permi tted Encumbrances. Borrower shall not permit any
material changes in the Plans a nd Specifications without the prio r written consent of Lender and
all authorities to whom such Plans and Specifications are required to be submitted.
Insurance. At all times during the term of this Agreement, Borrower will maintain at its
sole cost and expense, for the mutual benefit of Borrower and Lender, all of the insurance specified
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 19
in Exhibit H, and will not permit any condition to exist on the Property that would invalidate any
part of any insurance coverage required under this Agreement.
Accounting/Audit Requirements . Maintain complete and accurate records and
documentation of all costs incurred under the Loan in accordance with the instructions of Lender
and organized in a manner that identifies cost categories in the itemized budget.
Inspection. Permit Lender, its agents and Lender’s inspector to enter on the Property at all
reasonable times and as often as may be reason ably requested, to inspect the Project and all
materials to be used in connection with the construction thereof, and to examine all detailed plans
and drawings which are or may be kept at the construction site and access to the books, records
and such other documents of Borrower as Lender shall reasonably require to inspect, audit and
examine the same and to make extracts therefro m and to make copies thereof. Furthermore,
throughout the Loan Term, Borrower must be prepared for and facilitate monitoring by Lender in
compliance with Federal and District requirement s, including, but not limited to, the following:
creating, storing and maintaining all Project r ecords in accordance with Lender’s requirements;
permitting desk monitoring, site visits, and audits ; and permitting all inspections of the Project
records as Lender deems necessary to ensure the upkeep and operation of the Project in compliance
with District and Federal laws.
Maintenance and Repair . Keep and maintain the Projec t and each part thereof in good
condition, working order and repair , make all necessary or appropr iate repairs, replacements and
renewals thereto so that each part thereof is at all times in g ood condition, fit and proper for the
respective purposes for which it was originally in tended, erected, or installed, and to ensure that
the security for the Loan is not impaired, and make all necessary or appropriate deposits to a
replacement reserve for the Project as may be required by Senior Lender.
Obstructions. Use its reasonable efforts to keep and maintain all parts of the Project and
the sidewalks, curbs and passageways adjoining it in a clean and orderly condition, free of dirt,
rubbish, snow, ice and unlawful obstructions.
Permits, Licenses . Procure or cause to be procured, any and all necessary permits,
certificates, licenses or other authorizations required for use of the Project as re ntal housing, and
comply with all conditions and requirements necessary to preserve and extend all rights, licenses,
permits, privileges, franchises and concessions now or hereafter applicable to the Project.
Structural Injury, Nuisance, Waste and Other Prohibited Uses. Not use or occupy the
Project or permit it to be used or occupied in any manner which would cause structural injury to
the Project, cause the value or the usefulness of the Project or any part thereof to diminish (ordinary
wear and tear excepted), or constitute a public or private nuisance, or waste.
Compliance with Laws. Not use or occupy the Project or knowingly permit it to be used
or occupied contrary to any uni formly applicable laws affecti ng the Project and the occupancy,
operation or use thereof, whether or not any such laws which may be hereafter enacted involve a
change of policy by the Authority enacting them.
Reporting.
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 20
6.10.1. Audited Financial Statements. Within one-hundred twenty (120) days
after the end of each Fiscal Year, the audited ba lance sheet of Borrower for such year, and the
related audited statements of income, retained earnings and cash flows for such year, each setting
forth in comparative form the figures for the prev ious Fiscal Year, in reasonable detail and all
prepared in accordance with generally accepte d accounting principles, consistently applied,
applicable Office of Management and Budget guide lines, and any other applicable Federal or
District audit requirements, w ithout qualification, by an indepe ndent certified public accountant
acceptable to Lender.
6.10.2. Supplemental Annual Submission. Together with the audited financial
statement, Borrower shall submit the following information for the Project:
(1) Evidence of commercial property insurance with Lender listed as an
additional insured;
(2) Evidence of liability property insurance with Lender listed as an additional
insured;
(3) Copy of reserve account statements, if applicable;
(4) Evidence of payment of real estate property taxes;
(5) Copy of current business license;
(6) Project operating statements;
(7) Annual Owner Certification; and
(8) Net Cash Flow Calculation Worksheet.
6.10.3. Tax Returns. Within thirty (30) days of the applicable required annual
filing date, including any standa rd extensions for which Borrow er may have validly filed and
copies of which are provided to Lender, complete copies of all Federal and state tax or information
returns of Borrower (including form K-1s and all schedules), certified as true and correct by the
principal financial or accounting officer of Borrower.
6.10.4. Internal Financial Statements . Upon thirty (30) days’ prior written
request from Lender, Borrower’s internal conso lidated financial statements for the preceding
financial quarter prepared by Borrower and cer tified by Borrower’s principal financial or
accounting officer, including a statement of activities, a statement of financial position, a statement
of cash flow, a break-down of gross lease revenues, and during construction, a reconciliation of
expenditures paid with Loan proceeds.
6.10.5. Affordable Housing. Upon thirty (30) days’ prior written request from
Lender, (i) any information about the leasing and occupancy of the Affordable Units, including a
rent roll for the Project, summarizing the terms of all residential leases and the Household incomes
of the tenants, as of the end of December of the prior year; wh ich rent roll shall be provided
annually to Lender by no later than March 1 of each year, or more frequently as reasonably
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 21
requested by Lender; and (ii) any other information that may be re quired to meet District and/or
Federal reporting requirements, including but not limited to, in formation on household size, age,
income, sex, and race or ethnicity of all occupants who reside in Affordable Units.
6.10.6. Additional Financial Information. Upon thirty (30) days’ prior written
request from Lender, any additional information necessary to evaluate the financial position of the
Project, as reasonably determined by Lender.
6.10.7. Ongoing Project Updates . Upon five (5) days’ prior written request
from Lender, provide Lender with regular Project updates.
Records and Retention. Keep and maintain at all times complete and accurate books of
account and records (including copies of supporting bills and invoices) adequate to reflect correctly
the operation of the Project or the Property and th e use of the Loan proceeds and copies of all
written contracts, leases, and ot her instruments which affect the Project or the Property. Keep
records for a period of five (5) years from the date that such records are generated. If any litigation,
claim or audit has begun before the expiration of the 5-year retention period, the records shall be
retained no less than five (5) years after all litigation, claims , audits or monitoring findings
involving the records have been resolved and final action taken.
Payment of Obligations . Pay and discharge at or befo re maturity all its material
obligations and liabilities, including tax liabilities, the expenses of the Project, and claims for labor,
materials, and supplies that, if unpaid, might be come liens on the proper ty of Borrower, except
those being contested in good faith by appropriate proceedings.
Notices. Promptly give Notice to Lender of (i ) all litigation affecting Borrower, the
Property, or any portion of the Project, and (ii) all complaints and charges made by any Authority
having jurisdiction over the Project which may materially delay or require material changes in the
construction of the Project or otherwise impair the security of Lender.
Further Assurances . On request by Lender, do any act or execute any additional
documents (including security agreements and fi nancing statements on any personalty owned by
Borrower and included or to be included in the Project) reasonably required by Lender to confirm
the lien and security interest of the Deed of Trust, or any other collateral document.
Fees of Lender’s Agents . Pay Attorneys’ Fees and Costs and the reasonable fees of
Lender’s agents, if any, in connection with the Project or the Loan.
Performance of Other Agreements . Jointly and severally, duly and timely perform and
observe all covenants, agreements and conditions on its part to be performed or observed in all
material respects.
Acknowledgement of Lender Financing.
(a) Allow Lender to, or as reasonably approved by Lender, place suitable signage
indicating that the Project is being developed with financial assistance provided by Lender in such
manner as Lender may elect. Any such sign shall be provided at the expense of Lender; provided,
however, that if Lender provides a sign to Borrower, then Borrower agrees to provide a prominent
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 22
and suitable location of the disp lay of the sign and to maintain the display of such sign for the
duration of development or until the Loan has been fully sa tisfied, whichever event shall occur
first.
(b) Ensure that all written or printed materials distributed or posted by Borrower, which
publicize the Project, shall include information that the Project is being funded, partially or fully,
through Lender. Further, announcement of all events that publicize the Project shall acknowledge
funding by Lender. This may include, but is not limited to, social media, newspaper
announcements or advertisements, flyers, postings, any radio and television announcements.
Property Management. At all times during the term of this Agreement, Borrower shall
enter into a management contract with a Distri ct licensed professional management company for
the Project, cancelable on sixty (60) days’ notice, and otherwise in form and substance satisfactory
to Lender in its reasonable judgment. Borrower sh all notify Lender at leas t sixty (60) days in
advance of any change in management and sh all provide Lender with a copy of the proposed
management agreement for Lender’s review and approval prior to Borrower’s execution thereof.
Such approval shall not be unreasonably withheld, conditioned or delayed. The proposed successor
manager shall be a management company, in good standing with th e District of Columbia, and
experienced in managing properties of a simila r type and size as the Project. The proposed
successor manager shall delive r all organizational documents and other documents, upon the
request of Lender, regarding the manager’s suita bility to manage the Project. Any successor
management contract entered into by Borrower shall be approved by Lender, such approval shall
not be unreasonably withheld, conditioned or delayed and shall provid e that it shall be subject to
termination, without penalty, upon written requ est by Lender, addressed to Borrower if the
property manager fails, after being provided funds therefore from Borrower, to take action to cure
any material default under the property management contract within sixty (60) days’ notice thereof
by Lender with a copy to Borrower. In the event of an emergency situa tion, the sixty (60) day
notice period shall be shortene d, at Lender’s reasonable discretion. Upon receipt of a request to
terminate the manager, Borrower shall terminate the management contract no later than sixty (60)
days from the date of the notice, provided that (i) Lender has approved of a new manager and
management contract, (ii) the change will not result in the Project being without a manager for any
period of time, and (iii) Borrower has received the prior written consent of the Senior Lender.
Affordability Covenants.
(a) Comply in all respects with the Affo rdable Housing Covenant and rent and
maintain the Affordable Units in accordance with the Affordable Housing Covenant.
(b) Maintain accurate records of the tenant household incomes and rent levels each
time that an Affordable Unit is rented, and rent rolls updated on a monthly basis, and available for
inspection by Lender within ten (10) days of Lender’s request therefore.
(c) Register any available Affordable Un it with the Housing Locator website
established pursuant to the Affo rdable Housing Clearinghouse Di rectory Act of 2008, D.C. Law
17-215, D.C. Official Code § 42-2131 et seq. and shall actively seek to market vacant units to
households referred by the District of Columbia Housing Authority as required in the Program
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 23
Requirements. As of the date of this Ag reement, the Housing Locator website is
www.DCHousingSearch.org.
Hazardous Materials Indemnity.
(a) Comply with all governmental requirements ap plicable to Hazardous Materials
(including lead paint) a nd other environmental, health, fire and safety laws or regulations,
including, but not limited to, the Occupational Health and Sa fety Act and Americans With
Disabilities Act;
(b) Notify Lender of any notice received by Borrower of any leak, spill or other release
of Hazardous Materials or of any vi olation of any environmental, health, fire or safety laws or
regulations with respect to the Project or the Pr operty in which event Lender shall be allowed a
right of entry (including the right to conduct te sts and take samples from the Project or the
Property) and may, but shall not be required t o, remediate the problem if Borrower does not
promptly initiate and diligently pursue such remediation;
(c) If unlawful Hazardous Materials are determined to be located at the Project or on
the Property or another e nvironmental, health, fire or safety law or regulation has been violated
and such violation has been caused by Borrower or its agents, provide Lender with a bond or letter
of credit, or similar financial as surance, satisfactory to Lender, in an amount sufficient to cover
the cost of any clean up or of remediation of the violation, as the case may be; and
(d) Indemnify and forever hold Lender harmle ss from any loss, claim, damage or
liability arising out of, or in connection with, the unlawful presence at the Project or on the Property
of, or contamination by, any Hazardous Materials or the violation of environmental, health, fire or
safety laws or regulations if such loss, claim, damage or liability was ca used by Borrower or its
agents and has occurred since Borrower took t itle to the Property; provided, however, Borrower
shall have no liability to the extent any loss aris es as a result of the gross negligence or willful
misconduct of Lender. This indemnification shall survive repayment of the Loan.
(e) Further, Borrower shall pay Lender, upon demand, for all costs reasonably incurred
by Lender in connection with inspecting the Proj ect or the Property with respect to Hazardous
Materials, which Lender may do at any time and from tim e to time, and/or in connection with
reviewing any Hazardous Material, environmental, health, fire or related safety reports, including
Attorneys’ Fees and Costs, engineering fees and other fees and expenses if such costs are incurred
as a result of actions caused by Borrower or its ag ents after the date Borrower takes title to the
Property.
Default; Remedies.
Defaults. An “Event of Default” shall be deemed to have occurred under this Agreement
on the occurrence of any one or more of the following events, and remains uncured after the Notice
and cure periods provided in Section 7.1.3 below:
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 24
7.1.1. Any representation or warranty made herein or any statement or
representation made in any certi ficate, report or opinion (inclu ding legal opinions), financial
statement or other instrument fu rnished in connection with this Agreement (including requests),
any application materials for the Loan, or any of the other Loan Do cuments, proves to have been
incorrect in any material respect when made; or
7.1.2. Borrower fails to pay, within ten (10) days after the date on which it is
due and payable (a) the principal of, premium, if any, or interest or any other charges or sums on
or under the Note (whether on maturity, on any installment date, after acceleration, after notice of
prepayment, or otherwise), or (b) any other pa yment required by this Agreement or any of the
other Loan Documents to be paid by Borrower, including, but not limited to, any payments due to
Lender in accordance with the Final Loan Reduction Calculation; or
7.1.3. Borrower fails to duly a nd promptly perfo rm, comply with or observe
any of the terms, covenants, c onditions or agreements contai ned herein or in the Program
Requirements, other than pertaining to insurance requirements herein for which there shall be no
such cure period, which default remains unremedied for thirty (30) days (or such other cure period
as may be specified herein) afte r Notice to the non-performing entity thereof, except that if the
default is such that it cannot be corrected within thirty (30) days (or any other cure period specified
herein), it shall not be an Event of Default if, in the opinion of Lender reasonably exercised, the
non-performing entity is taking ap propriate corrective act ion to cure the defa ult and the default
will not, in Lender’s sole judgment, impair the security for the Loan; or
7.1.4. An Act of Bankruptcy occurs with respect to Borrower or any other
guarantor of the Loan; or Borrower becomes generally unable to pay its debts as they become due;
or
7.1.5. An Event of Default occurs under any other Loan Document; or
7.1.6. Any mechanic’s lien is established against the Project and not discharged
or bonded against by Borrower within thirty (30) days after it receives notice of the establishment
thereof; or
7.1.7. Borrower fails to comply with any requirement of any Authority having
jurisdiction within thirty (30) days after the Au thority gives it written no tice of the requirement;
or if any proceeding is begun or action taken to enforce any remedy for a violation of any
requirement of the Authority or any restrictive covenant affecting the Property.
Remedies of Lender on Event of Default. Whenever any Event of Default referred to in
subsection 7.1 has occurred, Lender may refuse to disburse any amounts hereunder, accelerate the
payments due on the Note and declare all other of Borrower’s obligations to be immediately due
and payable, bring suit on the Note, and take su ch other actions against Borrower as Lender may
deem to be appropriate, as permit ted by law. In addition, Lender, in its sole discretion, may take
any one or more of the following remedial steps:
7.2.1. Acceleration. Declare the unpaid principal of the Note and all interest
accrued thereon, together with all other moneys payable hereunder, to be immediately due and
payable, by notice in writing to that effect delivered to Borrower, and on such declaration, all such
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 25
moneys shall become immediately due and payable, without protest, pres entment, further notice
or demand, all of which ar e expressly waived by Borrower, at the place of pa yment provided in
such notice, anything in this Agreement or in the Note to the contrary notwithstanding.
7.2.2. Legal Action. By mandamus or other suit, action or proceeding at law
or in equity, enforce all rights of Lender, and require Borrower to carry out any agreement with or
for the benefit of Lender, and to perform its dutie s under this Agreement, the Deed of Trust, and
the other Loan Documents; and/or
(1) Bring suit on the Note; and/or
(2) By action or suit in equity enjoin any acts or things which may be unlawful
or in violation of the rights of Lender; and/or
(3) Take whatever action at law or in equ ity appears necessary or desirable to
collect the payments and other amounts then due and thereafter to become
due or to enforce performance and observance of any obligation, agreement
or covenant of Borrower or any other Person unde r this Agreement or any
other Loan Document.
7.2.3. Books and Records . Have access to and inspect, examine and make
copies of the books and records and any and all accounts and similar data of Borrower.
7.2.4. Protection of Property . Without resort to judicial process, take such
steps as it deems appropriate to protect the Proj ect or the Property from depredation or injury,
including employment of watchm en or other protective services, and Borrower shall pay any
expenses incurred by Lender in taking such steps.
7.2.5. Completion of Project. Lender shall have no obligation to disburse any
portion of the undisbursed proceeds of the Loan to Borrower. Lender may enter the Project or the
Property for the purpose of causing Borrower’s obligations hereunder to be fulfilled, and for such
purposes Borrower hereby appoints Lender as its la wful attorney-in-fact , with full power of
delegation and substitution, to act for such purpose in its name, to take any or all of the following
actions:
(1) Continue the Project; and/or
(2) Avail itself and procure performance of all contr acts theretofore made by
Borrower; and/or
(3) Modify such contracts, or to enter into new contracts with the same or other
contractors, architects, suppliers or agents; and/or
(4) Pay, settle or compromise any bills, claims or liens incurred in connection
with the completion of the Project; and/or
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 26
(5) Prosecute or defend any action or pr oceeding in connection therewith, to
execute such applications and ce rtificates as may be required by
governmental authority or any agreement by Borrower; and/or
(6) Perform any other act and execute and deliver all documents and
instruments as may be appropriate for such purposes; and/or
(7) Use any funds not yet disbursed hereunde r or otherwise allocated or made
available therefor to pay the cost ther eof, it being specifically agreed that
this power of attorney is a power coupled with an interest which cannot be
revoked.
Any disbursement of funds for such purposes sh all be deemed disbursements pursuant to this
Agreement and evidenced by the Note. In addition, if it is necessary for Lender to disburse any
amounts in order to accomplish such purposes, Borrower shall re imburse Lender for the amount
of such excess, with interest thereon as provided in Section 8, and authorize Lender to apply funds
received from the sale or rental of any portions of the Project to the repayment of such excess
before the same are applied for any other purpose. Any action taken by Lender hereunder may, in
the sole discretion of Lender, be thereafter terminated or cha nged, and this Agreement or any
action taken hereunder shall in no way be constr ued as imposing any obligation on Lender to act
or continue to act on the behalf of Borrower or otherwise to complete the Project or fulfill any
obligation of Borrower in connection with the Project.
7.2.6. Possession of Project . Take possession of th e Project and have, hold,
manage, lease and operate it on such terms and fo r such period of time as Lender deems proper;
and collect and receive all rents, income and pr ofits of the Project, with or without taking
possession of the Project, with full power to ma ke from time to time all alterations, renovations,
repairs or replacements thereto as seem proper to Lender, and to apply such rents, income and
profits to the payment of:
(1) The cost of such alterations, renova tions, repairs and replacements and
expenses incident to the taking and retaining possession of the Project and
the management and operation ther eof and keeping the same properly
insured, and
(2) All taxes and any other encumbrances which may be prior in lien or
payment to the obligations of Borrower hereunder, and
(3) The obligations of Borrower hereunde r, together with all costs and
Attorneys’ Fees and Costs, in such order of priority as to any of such items
as Lender in its sole discretion may determine, any law, custom or use to
the contrary notwithstanding.
7.2.7. Repossession of Collateral . Proceed under the Dist rict of Columbia
Uniform Commercial Code as to all or any part of the collateral, and in conjunction therewith
exercise all rights, remedies and powers of a secured party under the District of Columbia Uniform
Commercial Code as then in effect in the District of Columbia (“ UCC”), including taking
possession of the collateral pursuant to Section 9-503 of the UCC without resort to judicial process.
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 27
If an Event of Default occurs, Borrower shall assemble all of the collateral, and make it available
at the Property. Any notice required by Section 9-504 of the UCC shall be deemed reasonably and
properly given if given in the ma nner specified for other Notices und er this Agreement, at least
fifteen (15) days before any sale or other disposition of the collateral. Disposition of the collateral
shall be deemed commercially reasonable if made pursuant to a public offering advertised at least
twice in a newspaper of general circulation in the community where the collateral is located.
7.2.8. Foreclosure. Declare a default under the Loan Documents and exercise
its rights of foreclosure and other remedies available under the Deed of Trust.
No Remedy Exclusive; Delays or Omissions; Waiver of Breach . No action taken
pursuant to this Section 7 shall relieve Borrower from its obligations hereunder or under any other
Loan Document, all of which shal l survive any such action, and Lender (to the extent provided
above) may take whatever action at law or in equity appears necessary and desirable to collect the
payments and other amounts then due, and thereafter to become due and/or to enforce the
performance and observance of any obligation, agr eement or covenant of Borrower hereunder or
of any other Person under any Loan Document.
No remedy herein conferred on or reserved to Lender is intended to be exclusive of
any other available remedy or remedies, but each such remedy shall be cumulative and shall be in
addition to each other remedy given under this Agreement or the other Loan Documents or now
or hereafter existing at law or in equity. If any right or remedy granted herein is held to be unlawful,
Lender shall be entitled to each other right and remedy provided in this Agreement and by law or
in equity. No delay or omission in exercising any right or power accruing on any default, omission
or failure of performance hereunder or under the Loan Documents shall impair any such right or
power or be construed to be a waiver thereof, but any such right and power may be exercised from
time to time and as often as is deemed expedient. If any term of this Agreement is breached by
Borrower and is thereafter waived by Lender, that waiver shall be limited to the particular breach
so waived, and shall not be deemed to waive any other breach. No waiver, amendment, release or
modification of this Agreement shall be established by conduct, custom or course of dealing, but
solely by a document signed by Lender. In order to entitle Lender to exercise any remedy reserved
to it in this Section, it shall not be necessary to give any notice, other than any notice be herein
expressly required.
Additional Local and Federal Requi rements Applicable to Borrower . In addition to the
Program Requirements, Borrower shall fully comply with the following Federal and District
requirements as they may be applicable to Bo rrower, the Project or the Property, including
implementation of such requirements through handbooks, guides and notices, and all future
updates, changes and amendments thereto applicable to Borrower, the Project or the Property, as
they become effective:
(a) Compliance with Equal Opportunity Obligations in Contracts (Affirmative Action
Plan) – Mayor’s Order 1985-85; Mayor’s Order 2011-155;
(b) Certified Business Enterprise Require ments – D.C. Official Code § 2-218.46 et
seq.;
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 28
(c) D.C. Human Rights Act of 1977 – D.C. Official Code § 2-1401.1 et seq.;
(d) Fair Criminal Record Screening for H ousing Act of 2016 – D.C. Official Code
§ 42-3541.01 et seq.;
(e) First Source Program – D.C. Official Code § 2-219.01 et seq.;
(f) Freedom of Information Act – D.C. Official Code § 2-531 et seq.;
(g) Inclusionary Zoning Implementation Act of 2006 – D.C. Official Code § 6-1041.01
et seq.;
(h) Relocation Assistance – 10B DCMR Chapter 22;
(i) Rental Housing Act of 1985 – D.C. Official Code § 42-3501.01 et seq.;
(j) Rental Housing Conversion and Sale Ac t of 1980 – D.C. Official Code § 42-
3401.01 et seq.;
(k) Sections 9a and 9b of Historic Landmark and Historic District Protection Act of
1978, as amended – D.C. Official Code § 6-1101 et seq.;
(l) Age Discrimination Act of 1975 – 42 U.S.C. § 6101 et seq. , including, but not
limited to, implementing regulations at 24 CFR Part 146;
(m) Americans with Disabilities Act of 1990 – 42 U.S.C. § 12101 et seq.;
(n) Broadband Infrastructure in HUD-Funde d New Construction & Substantial
Rehabilitation – 24 CFR § 891.
(o) Civil Rights Act of 1964 - 42 U.S.C. § 2000d et seq.;
(p) Conflict of Interest – 24 CFR § 570.611;
(q) Davis-Bacon and Related Acts – 40 U.S.C. § 3141 et seq. and 42 U.S.C. § 5310:
40 U.S.C. § 3701 et seq.; 29 CFR Parts 1, 3, and 5;
(i) The Federal statutory and regulatory requirements of the Davis-Bacon Act
(40 U.S.C. § 3141 et seq.) and the Contract Work Hours and Safety Standards Act (40
U.S.C. § 3701 et seq.) shall survive the term of the Loan. The Davis-Bacon Act requires
the payment of prevailing wage rates to all laborers and mechanics on Federal government
and District of Columbia construction contracts in excess of $2,000. The Davis-Bacon Act
labor standards also apply to the “Related Acts,” under wh ich construction projects are
assisted through Federal funde d grants, loans, loan guara ntees, and insurance. Each
contract subject to Davis-Bacon labor standards requirements must contain in full the labor
standards clauses set forth in 29 CFR § 5.5(a) relating to minimum wages, apprentices and
trainees, withholding, payrolls and basic records, and liabilities and penalties for violations.
The mandatory Davis-Bacon contract provisio ns, the Federal Labor Standards Contract
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 29
Addendum (HUD Form 4010), are attached hereto as Exhibit D and incorporated herein.
The wage determination applicable to this Project is attached hereto as Exhibit E and
incorporated herein. The mandatory Davi s-Bacon labor provisions set forth in Exhibit D
and the wage decision set forth in Exhibit E must be incorporated in the Construction
Contract and each subcontract at any tier.
(a) Each weekly payroll statement required under 29 CFR § 3.3 shall be
delivered by the contractor or subcontractor, within seven (7) days after the regular
payment date of the payroll period, to the Office of Program Monitoring at District
of Columbia Department of Housing a nd Community Development, 1909 Martin
Luther King, Jr., Ave., SE, Washington, DC 20020. (29 CFR § 3.4).
(b) Each payroll submitted shall be accompanied by a “Statement of
Compliance,” signed by the contractor or 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 Lender, Borrower shall provide or
shall cause its contractor or subcontrac tor to provide for Lender’s review, any
contract or subcontract upon which a certified payroll is based;
(r) Equal Credit Opportunity Act - 15 U.S.C. § 1691 et seq.;
(s) Lead Safe Housing Rule (Lead Based Paint) – 24 CFR Part 35; and Lead-Hazard
Prevention and Elimination requirements at D.C. Code § 8-231.01 et seq.
(t) Governmentwide Requirements for Dr ug-Free Workplace – 41 U.S.C. § 701 et
seq., including, but not limited to, Federal rules and regulations at 24 CFR Part 2429;
(u) Fair Housing Act of 1968 – 42 U.S.C. § 3601 et seq., including, but not limited to,
implementing regulations at 24 CFR Part 100;
(v) Hatch Act – 5 U.S.C. Chapter 15;
(w) National Environmental Policy Act of 1969 – 42 U.S.C. § 4331 et seq., including,
but not limited to, implementing regulations at 24 CFR Part 50 or 58, as applicable;
(x) Non-procurement, Debarment and Suspension – 2 CFR Part 2424;
(y) Restrictions on Lobbying – 24 CFR Part 87; D.C. Code § 1-1162.27 et seq.
(z) Section 3 of the Housing and Urban Development Act of 1968 - 12 U.S.C. § 1701u
et seq., including, but not limited t o, implementing regulations at 24 CFR Part 75. In accordance
with Lender’s policy for HPTF loans, during construction of the Project, Borrower shall comply
with and cause its successors, assi gns, and agents to comply with 24 CFR Part 75. The Section 3
requirement applies to assistance that ex ceeds $200,000.00. Borrower shall or shall cause its
contractors to include the Section 3 C ontract Addendum attached hereto as Exhibit F and
incorporated herein in any contracts or subcontracts subject the Section 3 requirements;
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 30
(aa) Section 106 of the National Historic Preservation Act of 1966 – 16 U.S.C. § 470 et
seq., including, but not limited to, implementing regulations at 36 CFR Part 800;
(bb) Section 504 of Rehabilitation Act of 1973 – 29 U.S.C. § 794 et seq., including, but
not limited to, implementing regulations at 24 CFR Part 8;
(cc) Uniform Administrative Requirements, Cost Principles, and Audit Requirements
for Federal Awards – 2 CFR Part 200;
(dd) Uniform Relocation Act – 42 U.S.C. Chapter 61; and
(ee) Violence Against Women Act (“VAWA”) - 42 U.S.C. § § 13701–14040. Title VI
of the Violence Against Women Reauthorizat ion Act of 2013, Safe Ho mes for Victims of
Domestic Violence, Dating Violence, Sexual Assault, and Stalking, expanded the applicability of
the Act to the Low Income Housing Tax Credit program. VAWA protects both child and adult
victims of domestic violence, dating violence, sexual assault, and stalking. All owners and
managers shall comply with the requirements of this Act and shall use the applicable VAWA
forms, including, but not limited to, the HUD-5380 Notice of Occupancy Rights under the
Violence Against Women Act, HUD-5381 Model Em ergency Transfer Pl an for Victims of
Domestic Violence, Dating Viol ence, Sexual Assault, or Stalking, HUD-5382 Certification of
Domestic Violence, Dating Violence or Stal king, and Alternate Documentation, HUD-5383
Emergency Transfer Request for Certain Victims of Domestic Violence, Dating Violence, Sexual
Assault, or Stalking and HUD-91067 VAWA Lease Addendum.
8.1. Duty to Comply with Lender Compliance Certifications. The Borrower acknowledges
that any misrepresentation of information or failure to comply with any agreement contained in its
certifications to comply with federal and Dist rict laws and regulati ons governing fair housing,
equal opportunity, accessibility and affirmative marketing requirements applicable to the Project
shall be deemed an Event of Default.
Conflict Of Interest/ Limit of Liability
9.1.1. Federal and District laws strictly prohibit any person who exercises or
has exercised any functions or responsibilities with respect to Lender-assisted activities or who is
in a position to participate in a decision making process or gain inside information with regard to
such activities from obtaining a financial interest or benefit from a Lender-assisted activity, or
have a financial interest in any contract, subcontract, or agreement with respect to a Lender-
assisted activity. Further, as it relates to the procurement of supplies, equipment, construction and
services, recipients and subrecipients of loan funds from Lender are held to the conflict of interest
provisions of the Program Requirements. In addition to the general conflict of interest prohibition,
these sections require that fund recipients ma intain written standard s of conduct governing the
performance of its employees engaged in the award and administration of contracts to address the
prohibition against any real or apparent conflict of interest. Borrower shall submit a copy of its
conflict of interest policies and procedures to Lender within fifteen (15) days of the Closing Date.
9.1.2. No member, official, or employee of Lender shall be personally liable to
Borrower or any successor in interest in the even t of any breach of this Agreement by Lender or
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 31
for any amount which may become due to Borrower or its successors or assigns on any obligations
under the terms of this Agreement.
Notice of Non-Discrimination . In accordance with the D.C. Human Rights Act of 1977, as
amended, D.C. Official Code § 2-1401.01 et seq ., (the “ Human Rights Act ”), the District of
Columbia does not discriminate on the basis of ac tual or perceived: race, color, religion, national
origin, sex, age, marital status, personal app earance, sexual orientation, gender identity or
expression, familial status , family responsibilities, matricula tion, political af filiation, genetic
information, disability, source of income, status as a victim of an intrafamily offense, place of
residence or business, and status as a victim or family member of a victim of domestic violence, a
sexual offense, or stalking. Sexua l harassment is a form of se x discrimination, which is also
prohibited by the Human Rights Act and is prohibited by Mayor’s Order 2023-131 (Sexual
Harassment Policy, Guidance and Procedures). In addition, harassment based on any of the above
protected categories is also prohibited by the Human Rights Act..
Freedom of Information Act.
11.1 The District of Columbia Freedom of Information Act of 1976, Pub. L. 90-614 D.C.
Official Code §§ 2-531-539 (the “ FOIA”) provides for the disclo sure of public information.
Specifically, the law provides that “any person has a right to inspect, and at his or her discretion,
to copy any public record except as expressly ex empted by the FOIA. Further, a “public record”
has been defined by the District of Columbia Public Records Management Act of 1985 as “any
document, book, photographic image, electronic data recording paper, sound recording, or other
material regardless of form or characteristic, ma de or received pursuant to law or in connection
with the transaction of public business by any office r or employee of the Dist rict.” D.C. Official
Code § 2-1701(13) (2008). Borrower acknowledges that Lender is subject to the FOIA.
11.2 Information or documentation submitted to Lender pursuant to this Loan, or in
connection with the transaction of the business of Lender, is subject to public disclosure in
response to a FOIA request. Therefore, informat ion that Borrower submits to Lender, if not
specifically exempted by D.C. Official Code § 2-534 of the FOIA, may be disclosed to the public
upon a proper request.
Anti-deficiency Act Limitations. Notwithstanding any other provisi on of this Agreement to the
contrary, any and all provisions which, may, could or appear to obligate Lender are and shall
remain subject to the limitations of the Anti-deficiency Act, prescribed under 31 U.S.C. §§ 1341,
1342, 1349 and 1351, as made applicable to the District of Columbia under D.C. Official Code
§ 47-105; §§ 47-355.01 – 355.08, as the foregoing statutes may be amended from time to time. If
such provision(s) shall be in vi olation of the Anti-deficiency Ac t, that particular provision, as
applicable to Lender, shall be void ab initio.
Miscellaneous.
Reimbursement of Disbursements Made or Other Costs Incurred by Lender . If
Borrower fails to make any payment or to perform any other of its obligations hereunder, Lender,
after notice to and demand on Borrower, without waiving any default or releasing Borrower from
any of its obligations hereunder, and without being under any obligation to do so, may make such
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 32
payment or perform any of the party’s obligations. All amounts so paid by Lender, and all fees and
other costs incurred by Lender, whether in connection with such payment or such performance or
otherwise in connection with it s duties and responsibilities unde r this Agreement and the other
Loan Documents, shall be immediately due an d payable by Borrower on demand therefor, as
additional payments hereunder, with interest thereon as provided in Section 13.2. In addition,
notwithstanding anything in this Agreement to the contrary, if Bo rrower defaults under any term
of this Agreement, and Lender employs attorney s or incurs other expenses for collection of
amounts due hereunder or enforcement of perfor mance or observance of any obligation or
agreement by Borrower herein, Borrower shall on demand therefor pay to Lender all Attorneys’
Fees and Costs.
Interest on Additional Payments and Reimbursements . Without limiting any other
terms for the payment of interest, additional interest, late charges, premiums or like charges under
the Loan Documents, in any instance in which any sum other than principal, premium (if any), and
interest is due from Borrower to Lender as a direct payment, reimbursement or otherwise, and no
specific provision is made as to the payment of inte rest thereon or the rate of interest thereon is
not otherwise specified, the sum shall bear interest from the date on whic h it becomes due until
paid in full at the Default Interest Rate (as defined in the Note).
Indemnification of Lender.
13.3.1. Claims in Connection with the Project. Except where it is the result of
Lender’s gross negligence or willful misconduct, (a) Borrower shall protect, indemnify, and save
harmless Lender, its employees, agents and representatives against and from all claims incurred
by, or asserted or imposed against, any of them, and any loss or expense (including all Attorneys’
Fees and Costs) in connection therewith, due to Lender’s participation in the financing of the
Project, any accident, injury (including death) or damage to any Person or property, however
caused, resulting from, connected wi th or growing out of any act of commission or omission of
Borrower, or any agents, assignees, contractors or subcontractors of Borrower, or any use, nonuse,
possession, occupation, condition, operation, serv ice, design, constr uction, acquisition,
maintenance or management of, or on, or in connection with, the Pr oject, until this Agreement is
terminated, regardless of whether the claims are against or are sustained by Lender, it employees,
its agents or its representatives; (b) Lender shall not be liable for any damage or injury occurring
during the Loan term to Persons or property of Borrower or any of its agents or any other Person
who or which is on the Property, and Borrower he reby releases Lender from, and agrees that
Lender shall not be liable for, and Borrower, jo intly and severally, shall hold Lender harmless
from, any such liability; and (c) Borrower, join tly and severally, may, a nd if so requested by
Lender, shall undertake to defend, at its sole expense, all claims brought against Lender or any of
Lender’s employees, agents or representatives in connection with any of the matters mentioned in
this subsection, provided that Lender gives Borro wer timely Notice of and forwards to Borrower
every demand, notice, su mmons or other process received c oncerning any claim within the
purview hereof.
13.3.2. Approvals of Project . No inspections or appr ovals of the Project by
Lender during or after construction shall constitute a warranty or representation by Lender or any
of its agents as to the technica l sufficiency, adequacy or safety of any structure or any of its
component parts, including any fixtures, equipment or furnishi ngs, and such approvals or
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 33
inspections shall not constitute su ch a warranty or representation as to the subsoil conditions or
any other physical condition or feature pertaining to the Project. All acts, including any failure to
act, relating to the Project by any agent, representative or designee of Lender are performed solely
for the benefit of Lender to assure repayment of the Loan, and are not for the benefit of Borrower
or any other Person.
Non-assignability. Neither the Loan nor any disbursement thereunder may be assigned by
Borrower without Lender’s prio r written consent. Neither th e Loan nor any disbursements
thereunder shall be subject to the process of an y court on legal action by or against Borrower or
its principals, officers, directors or shareholders or by or against anyone claiming under or through
Borrower or its principals, officers, directors or shareholders. For purposes of this Agreement, the
Loan shall remain in the custody of Lender until Borrower complies with all provisions hereof,
except that nothing herein shall be deemed to modify, affect or subordinate the obligations
heretofore given or to be give n by Borrower as security for the Loan, all of which shall be and
remain in full force and effect, this Agreemen t being intended only as additional security and
protection for the Loan and to assure its use for the purposes intended by Lender.
Liability of Lender. All conditions of the obligations of Lender hereunder, including any
obligation to make disbursements under the Loa n, are imposed solely and exclusively for the
benefit of Lender and its successors and assigns, and no other Person shall have standing to require
satisfaction of such conditions in accordance with its terms or be entitled to assume that Lender
will refuse to disburse sums under the Loan in th e absence of strict compliance with any and all
thereof. No other Person shall, under any circumstances, be deemed to be a beneficiary of such
conditions, any and all of which may be freely waived in whole or in part by Lender at any time if
in its discretion it deems it desirable to do so.
No Partnership, Joint Venture, Agency . Borrower and Lender acknowledge that the
relationship between them created hereby and by the other Loan Documents is that of debtor and
creditor and is not intended to be and shall not in any way be construed to be that of a partnership,
joint venture, or principal and agent.
Waiver of Jury Trial/ Servic e of Process/ Court Costs . Borrower and Lender agree
that any lawsuit between Lender and Borrower shall be decided by a judge, without a jury.
Borrower agrees to pay all court costs and Atto rneys’ Fees and Costs incurred by Lender in
connection with successfully enforcing any provi sion of this Agreement. Borrower hereby
irrevocably designates Registered Agent, as the true and lawful attorney of Borrower for the
purpose of receiving service of all legal notices and process issued by any court in the District of
Columbia as well as service of all pleadings a nd other documents related to any legal proceeding
or action arising out of this Agreement. Notwithstanding the above, Borrower shall have the right
to change its Registered Agent, in which event Borrower shall give written notice to Lender of any
such change, including a current address.
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.
Counterparts. This Agreement may be signed in counter parts, any of which together with all
executed signature pages shall constitute a fully executed and binding agreement.
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 34
Notices. All notices, requests and demands on th e respective parties hereto (each, a
“Notice”) shall be given in writing, and deemed to have been give n three (3) business days after
having been sent to Lender or Borrower, as applicable, at its respective address listed below, by
regular and certified US mail, or one (1) busine ss day after having been delivered by courier or
overnight delivery service to the appropriate party at the address listed below and with receipt for
delivery or refusal of delivery. Copies of notices to the entities listed below to receive copies shall
be sent by regular mail or electronic mail. Any party or entity may change its address to receive
notice or copies thereof by sending a written notice of the change to all other part ies or entities
listed below.
If to Lender: D.C. Department of Housing and
Community Development
1909 Martin Luther King Jr. Avenue, S.E.
Washington, D.C. 20020
Attn: Director
with copy to: D.C. Department of Housing and
Community Development
1909 Martin Luther King Jr. Avenue, S.E.
Washington, D.C. 20020
Attn: General Counsel
If to Borrower: PBS Property Holdings, LLC
145 Kennedy Street, NW
Washington, DC 20011
Attn: Chris V. Rey, President
with copy to: Arnall Golden Gregory LLP
2100 Pennsylvania Avenue, NW, Suite 350S
Washington, DC 20037
Attn: Kelly B. Bissinger, Esq.
Amendment. This Agreement may be amended, and Borrower may take any action herein
prohibited, or omit to perform a ny act required to be performed by Borrower, only if Borrower
obtains Lender’s prior written consent to such amendment, action or omission to act.
Survival of Agreements . All agreements, covenants, re presentations and warranties of
Borrower made in this Agreement shall survive the execution and delivery of this Agreement and
the other Loan Documents, and the making of a ll disbursements hereunder, regardless of any
investigation made by or on behalf of Lender.
Entire Agreement; Successors and Assigns; Time of Essence. This Agreement and the
other Loan Documents contain the entire terms of the agreement with respect to the Loan, and no
representations, inducements, promises or agreements between Borrower and Lender not set forth
herein or in the other Loan Documents shall be of any force or effect. This Agreement shall be
binding on and shall inure to the benefit of Borro wer, jointly and severally, and Lender and their
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 35
respective successors and Lender’s assigns, whether so expressed or not. Time is of the essence
under this Agreement.
Severability. If any one or more terms of this Agreement or the other Loan Documents are
deemed to be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining terms herein or ther ein shall not be affected or impaired thereby,
and shall be enforceable to the maximum extent permitted by law.
Descriptive Captions; Headings. The captions and headings of the sections, subsections
and paragraphs of this Agreement are for the convenience of reference only, and are not considered
to be a part hereof and shall not limit or otherwise affect any of the terms hereof.
Construction. As used herein, all references made (i) in the neuter, masculine or feminine
gender shall be deemed to have been made in all such genders, (ii) in the singular or plural number
shall be deemed to have been made, respectivel y, in the plural or singular number as well, and
(iii) to any section, subsection, paragraph or subparagraph shall be de emed, unless otherwise
expressly indicated, to have been made to such section, subsection, paragraph or subparagraph of
this Agreement.
Governing Law . The law of the District of Columb ia (ignoring its c onflicts of laws
principles) shall govern the inte rpretation, performance a nd enforcement of th is Agreement. All
citations to legislation herein shall mean for such legislation as of the date hereof, and as may be
amended from time to time in the future.
Conflict with Program Requirements. In the event of a conflict between this Agreement
and the Program Requirements, the Program Requirements shall control.
[Remainder of page intentionally left blank]
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 36
IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be
executed and delivered as of the date first above written.
LENDER:
DISTRICT OF COLUMBIA, a municipal
corporation, acting by and through the
DEPARTMENT OF HOUSING AND
COMMUNITY DEVELOPMENT
By: _________________________
Colleen Green
Director
Approved as to Legal Sufficiency:
By ____________________________
Name: Tonya Condell
Title: Assistant General Counsel
[Signatures continue on following page]
Loan Agreement (Revised Jan. 2023)
PBS Property Holdings, LLC 37
BORROWER:
PBS Property Holdings, LLC, a District of Columbia limited liability company
By: PBS Development LLC, a District of Columbia limited liability company, its managing
member
By: Left on Founders, Inc., a District of Columbia non-profit corporation, its sole member
By:
Name: Chris V. Rey
Title: President
PBS Property Holdings, LLC A-1
EXHIBIT A
SUMMARY OF LOAN TERMS
[Attached]
SUMMARY OF LOAN TERMS AND PROJECT DETAILS
ProjectName:
BorrowerName:
KennedyGardensProject
PBSPropertyHoldingLLC
ProjectAddress: 145KennedyStreet,NW
DHCDProjectManager:_ TiphanieJones
FundingRound: 2021ConsolidatedRFP
LastUpdated: LoanReviewCommittee
FundingDescription
GapFundingAmount: Amountnottoexceed$8,410,952
TaxCreditAllocation:$1,500,000-9% LIHTC
Loanor9% LIHTCIncreaseApproved:
FundingSource(s):
ProductType:
EligiblePurposeandUses:
LoanTerm:
InterestRate:
Construction/Stabilizatio
nPeriod:
RetainageAmount:
IncreasefromApplication:9%Increase-$400,000andHPTFIncrease-$4,264,680
PercentageIncreasefromApplication:51%
X HousingProductionTrustFund(HPTF)
___HOME Investment PartnershipsProgram (HOME)
__CommunityDevelopmentBlockGrantProgram(CDBG)
__ National Housing Trust Fund (NHTF)
__DepartmentofBehavioralHealth(DBH)
__ CDBG-Section 108 Loan Guarantee Program
—Other(Specify)
X LoanrepayablefromNetCashFlow
Grant
Acquisition(includingrefinancinganacquisitionloan)
SoftCosts,includingPredevelopmentandFinancingCosts
NewConstruction-HardCosts
__.Rehabilitation-HardCosts
~ CashCollateralizationofTax-ExemptBonds__CriticalRepairs(onlyselectif
acquisitionfinancingonly)
__OtherHPTForfederally-eligiblecostsasdefinedintheDevelopmentProject
Budget(Form202)
© FundsmaybeusedtoreimbursepredevelopmentandacquisitioncostsatDFD'sdiscretion,regardlessofwhenthecostswereincurred.© EligibleusesmustbeidentifiedandapprovedintheForm202.* Draw schedule willbe establishedpriorto the Closing Date.
43yearsfromtheClosingDate
3% simpleinterest
‘AccrualstartsontheClosingDateonamountsdrawndown
24monthsforconstructionplus12monthsforstabilization,includinglease-upandconversion
$1,975,783Thelesseroftenpercent(10%)ofthe
constructioncontractortenpercent(10%)oftheLoanamount]
be
be
be
|
RepaymentStart:
RepaymentSource:
Recourse:
CollateralPosition:
‘Tax-Exempt/TaxableBonds/ State and Federal
LIHTC:
OtherSubsidiesAwarded‘ThroughRFP:
OtherNon-RFPor
ExistingSubsidies:
DistrictLand:
‘CommencesonMay1ofcalendaryearaftertheprojectedPlacedinServicedate(orcomparabledocumentationisprojectedtobereceived),subjecttoNetCashFlowwaterfallinDeedofTrustNote
‘TheLoanistoberepaidfromNetCashFlowandproceedsresultingfromanyCapitalTransaction,assetforthintheLoanDocumentsandBorrower'sorganizationaldocuments.
Non-recourse
SecondprioritydeedoftrustonthePropertyandProject,includingallofBorrower'sright,titleandinterestintheland,improvements,rentsandleases,fixtures,personalityandallcollaterallocatedonorusedinconnectionwiththeProject.[TOBEDISCUSSED]
_ 4% Low IncomeHousingTaxCredits(LIHTC)—Amount:$0
X 9%LowIncomeHousingTaxCredits(LIHTC)~Amount:$1,500,000X StateLowIncomeHousingTaxCredits(DCLIHTC)—Amount:$375,000__Short-termBonds~EstimatedAmount:$0__ Long-term Bonds — Estimated Amount: $0
~None
-X_LocalRentSupplementProgram(LRSP)
AnnualContributionsContract(ACC)(PublicHousingOperatingSubsidy)__DepartmentofHumanServices(DHS)PermanentSupportiveHousing(PSH)CaseManagementSupportiveServices__Other:N/A.
__Section8Project-BasedSubsidy(i.e,PBV orPBRA HAP contract)
—RentalAssistanceDemonstration(RAD)conversionortransferofassistance
=AnnualContributionsContract(ACC)(PublicHousingOperatingSubsidy)—DepartmentofBehavioralHealthoperatingsubsidyNonprofitAffordableHousingDeveloperTaxReliefOther:WA
___PADD__ DMPED
ProjectDescription/ApplicationCommitments
ProjectType:
TotalUnitsinProject:
Total Affordable Units in
Project:
LIHTC Set-Aside
Election:
AffordabilityPeriodRestriction:
X Production__Preservation__PreservationandProductionX NetNewUnits-36X Rental Homeownership__LimitedEquityCooperative
36Units
36Units
__ 40% of Units at60% MFI
20% ofunitsat50%MFI
_X_AverageIncome60%
_ NA
HPTF:
X Perpetual__99years_ 62years_S2years__42years
© CommencesontheClosingDate
LIHTC:
Leverage:
UnitAffordabilityMixandApplicableProgram(s):
IncomeLevelsServed:
Mixed-Income:
PermanentSupportiveHousing(PSH):
Family-OrientedUnits:
Perpetual 99years__60years__50yearsX40 years(miTequirementstarting2021) 30years
* Commenceswiththefirstyearofthetaxcreditperiod
Federal Funds:
L_]yearsfromtheClosingDate
imum,
__UseofGroundLeaseStructure:[ ]years
$857,025MinimumDeferredDeveloperFeeCommitment
$2,350,000MinimumSeller'sNote/OtherOwnerSubsidyCommitment
25%DHCD Participation(Overallleverage)$233,638perunit
Seetablebelow
Sipporiv| RentUnitDescription| Median| — #of | Subsidy| were| unreBedroom Progra| Baths| income| Units_| Housing| __m WeStudio}1.0| 80% 1 Linrc1 3%Bedroom| 1.0| 80% 1 inte1 9%Bedroom| 1.0| 80% 1 LinTc1 9%Bedroom| 1.0| 50% u were| uinTc1 3%Bedroom| 1.0| 80% 6 Linsre2 3%Bedroom| 1.0| 80% 2 LIHTC2 9%Bedroom| 1.0| 80% 4 LInTC3 3%Bedroom| 20| 30% 8 ps__|ursp_|were| unre3 9%Bedroom|_20| 80% 2 LIRTC
60%WeightedAverageMFIServed
Inclusionof20%+MarketRateUnits:_Yes _x__No
Minimumof10%ofunitsinthreeofthefollowingincomecategories:__ Yes
_XNo
0 percentto30percentMFI:22%
31percentto50percentMFI:31%51percentto80percentMFI:47%Market-rate(unrestricted,unsubsidized):0%
X20% __10%_5% PSHunits__None__Other:[Specify]
__DBHUnits
_ ScatteredSite__LimitedSite-BasedXSite-Based
OfficeSpaceRequired?__YXN
SecurityPlanRequired?__YXN
6 2+Bedroomunits103+Bedroomunits
ProgramstoAddressBarriers to
HousingforSeniorsandPeople with Disabilities:
ProvisionofWealthBuildingOpportuni
VacanciesfilledfromSection8andPublicHousingWaitingList:
QualifiedNon-ProfitMajorityOwnerwithROFR:
RighttoseekaQualifiedContractwaive
GreenDesignandBuildingThresholdRequirements
ResilientBuildingsandInnovativeDesign:
___Returningcitizens___Householdsof unknownimmigrationstatus__
Residentswith developmental or intellectualdisabilities
__ Residentswithdiverselanguageneeds__ Youthagingoutoffostercare= HousingforPersonsWithAIDS
AssistedLivingthataccommodateseniorsandpeoplewithdisabilitiesIndependentLivingthataccommodateseniorsandpeoplewithdisabilitiesAgerestrictedhousing55+___Provisionoftwicethenumberofaccessibleandaudio/visualunitsasrequiredbySection504
____Immediatehomeownershipopportunities— DesignationasDBE,ROB,orledorcontrolledbyindividualsdesignatedas,sociallydisadvantagedperSBA_ Structuredtotransfertotenantownershipaftertheinitial15-yearcompliance
X Yes__No
__N/A fornon-LIHTCprojects
X Yes(Noisnotanoption)
__N/Afornon-LIHTCprojects
MinimumGreenBuildingCertificationRequired:
_____2020EnterpriseGreenCommunitiesCriteria(EGC)(rehabilitationprojects
ofanysizeandnewconstructionbuildingslessthan50,000sf)
X.2020 EnterpriseGreen Communities CriteriaPlus(EGC+) (new construction
buildingswithatleast50,000sf)
___Level1AcceleratedSavingsRecognitionAlternativeCompliancePathway(ACP)OptionforcompliancewithDOEE’sBEPS(rehabilitationprojectsofatleast50,000sfifnotwaivedbyDOEEduetocurrentcompliance)
Other(withDHCDapproval):
SolarReady:_X_Yes
AdvancedCertification(s)orInnovativeDesignFeaturesPursued:
2020EnterpriseGreenCommunitiesCriterion5.4AchievingZeroEnergy
___2020EnterpriseGreenCommunitiesPlus(EGCPlus)(rehabilitationprojectsofanysizeandnewconstructionbuildingslessthan50,000sf)
___ TRUE ZeroWasteCertification
___WholeBuildingLife-CycleAssessment(LCA)SupportedLow-__EmbodiedCarbonDesi
EnterpriseGreenCommuni
CriticalLoads
___Mass-TimberConstruction;and/orModularConstruction
___ BuildingElectrification(noon-sitecombustion)
____1.7-inchstormwaterretention
UniversalDesignStandard
Resident Services and
‘Community-OrientedAmenities:
WorkforceDevelopmentandCBEParticipation:
OtherProjectFeatures:
__ PerResidentServicesPlanBudgetSource(checkallthatapply):_ DeveloperFee__ FundsOperatingBudget__ Other]ServicesOffered(checkallthatapply):Training& EducationalProgramming— AcademicandEconomicEmpowermentTraining& EducationalProgramming— Environment,HealthandWellnessResidentInvolvementandOrganizationalCapacity-Building‘OnsiteDaycareServices(ProposedAdultDaycare)
ing_
CommunityAmenities(checkallthatapply):_XHighSpeedInternet(atleast5yearsatnocharge;entirebuilding)____PlaygroundDaycare/Preschool—Community/Multi-purposeRoom__FitnessCenterOnsiteGrocer/FarmersMarket/FoodProvision/Garden_____HealthFacilityOnsite
_____A localapprenticeshipprogramexceedingminimumapprenticeshiphoursworkedbyDCresidentsby10%ormore___ ExceedingtheDistrict’sFirstSourceHiringrequirementby10%ormore___ CertifiedBusinessEnterprise(CBE)participationof50%ormore
___ CommercialSpace(s): SF
X Resident/CommunityAmenitySpaces:RooftopPatioandPartyRoom“X ParkingSpaces #ofspaces___OtheiUtilizationofCondoorTaxLotRegimeforIneligibleUsesAdditionalExplanation:
PBS Property Holdings, LLC B-1
EXHIBIT B
PROJECT BUDGET
[Attached]
DHCD- DEVELOPMENT BUDGET
TOTAL DEVELOPMENT COSTS Total Residential Units 36 Total Gross Square Footage 56,858
Source: Source: Source: Source: Source: Source: Source: Source: Source: Source:
100.0% Bank LIHTC HPTF Def. Dev. Fee
Land
Donation Green
ACQUISITION
Building AcquisitionLand Acquisition $3,850,000 100% $68 $106,944 $3,850,000 $1,500,000 $2,350,000Other Acquisition Costs 1Other Acquisition Costs 2Other Acquisition Costs 3Other Acquisition Costs 4Other Acquisition Costs 5Total Acquisition Costs$3,850,000 12% $68 $106,944 $3,850,000 $1,500,000 $2,350,000
CONSTRUCTION
Construction Costs $16,677,205 81% $293 $463,256 $16,677,205 $4,683,615 $5,671,780 $6,245,400 $76,410Site work (Incl. Public Work)Environmental Remediation $386,628 $386,628 $386,628
Profit $372,876 2% $7 $10,358 $372,876 $372,876
Overhead $365,565 2% $6 $10,155 $365,565 $365,565General Conditions/Requirements $581,808 3% $10 $16,161 $581,808 $581,808Builders Risk Insurance $129,333 $129,333 $129,333Bond Premium $480,815 2% $8 $13,356 $480,815 $480,815Contingency $958,013 5% $17 $26,611 $958,013 $958,013Contractor Default Insurance $81,612 0% $1 $2,267 $81,612 $81,612Cost CertificationHard Cost EscalationCommercial Unit "Cold Dark Shell" $681,987 3% $12 $18,944 $681,987$681,987
Other Construction Cost 5Total Construction Costs $20,715,842 63% $355 $561,108 $20,033,855 $5,365,602 $9,028,430 $6,245,400 $76,410 $681,987
SOFT COSTS
Architect & Engineer $807,356 29% $14 $22,427 $807,356 $807,356Architect & Engineer Supervision $120,000 4% $2 $3,333 $120,000 $120,000A&E Reimbursables (Cost Review, LEED) $10,000 0% $0 $278 $10,000 $10,000Owner's Rep (Construction Monitoring) $150,000 5% $3 $4,167 $150,000 $150,000Borrower Legal $300,000 11% $5 $8,333 $300,000 $300,000Appraisal $7,500 0% $0 $208 $7,500 $7,500Permits and Tap Fees (Incl Expediter) $301,839 11% $5 $8,384 $301,839 $301,839Market Study $7,500 0% $0 $208 $7,500 $7,500Environmental & Soil Reports $81,826 3% $1 $2,273 $81,826 $81,826Testing and Inspection $200,000 7% $4 $5,556 $200,000 $200,000Title, Transfer and Recordation $150,000 5% $3 $4,167 $150,000 $150,000Interim Insurance $30,000 1% $1 $833 $30,000 $30,000Interim TaxesAccounting Fees & Cost Certification $25,000 1% $0 $694 $25,000 $25,000MarketingSurvey $40,000 1% $1 $1,111 $40,000 $40,000FFE $60,000 2% $1 $1,667 $60,000 $60,000Tenant ImprovementsUtility Connection Fees$300,000 11% $5 $8,333 $300,000 $300,000
Soft Cost Contingency $136,366 5% $2 $3,788 $136,366 $136,366Solar $104,700 4% $2 $2,908 $104,700 $104,700
Type of Uses Total Budgeted
Cost
% of
Cost
Cost per sq
ft
Residential
PercentageCost per unit
Sources for DHCD Eligible Units/Uses Sources for DHCD Ineligible Units/Uses
RESIDENTIAL Non-
Residential
Percentage
HCD Form 202 (2023v3) 1
Source: Source: Source: Source: Source: Source: Source: Source: Source: Source:
100.0% Bank LIHTC HPTF Def. Dev. Fee
Land
Donation Green
Type of Uses Total Budgeted
Cost
% of
Cost
Cost per sq
ft
Residential
PercentageCost per unit
Sources for DHCD Eligible Units/Uses Sources for DHCD Ineligible Units/Uses
RESIDENTIAL Non-
Residential
Percentage
Other Soft Cost 2Other Soft Cost 3Other Soft Cost 4Other Soft Cost 5Total Soft Costs$2,832,087 9% $50 $78,669 $2,832,087 $2,024,731 $807,356
DCHFA FINANCING COSTS
DCHFA Bond Application FeeDCHFA McKinney Application FeeDCHFA McKinney Financing FeeDCHFA Financing FeeDCHFA Construction Monitoring FeeDCHFA QPP FeeDCHFA Issuer's Counsel FeeDCHFA Issuer Fee (ST Bonds)DCHFA Issuer Fee (LT Bonds)DCHFA LIHTC Allocation FeeMcKinney InterestTotal DCHFA Financing Costs
OTHER FINANCING COSTS
DHCD LIHTC Allocation Fee $150,000 6% $3 $4,167 $150,000 $150,000DC LIHTC Fee $37,500 2% $1 $1,042 $37,500 $37,500Bond CounselBond Purchaser's CounselUnderwriter FeeUnderwriter's CounselTrustee Setup Fee/LegalRating Agency/Printing FeeNegative ArbitrageTax Credit Fees/LegalConstruction Period Intererst Capitalized $1,593,773 68% $28 $44,271 $1,593,773 $1,593,773Construction LoC FeeConstruction LoC Annual FeeConstruction Lender's Fee $200,000 9% $4 $5,556 $200,000 $200,000Construction Lender's Counsel $50,000 2% $1 $1,389 $50,000 $50,000Construction Lender's Inspection Fee $25,000 1% $0 $694 $25,000 $25,000Conversion FeePermanent Lender Financing Fee $50,000 2% $1 $1,389 $50,000 $50,000Permanent Lender Inspection Fee $25,000 1% $0 $694 $25,000 $25,000Permanent Lender Counsel FeeFinancial AdvisorCash Flow Verification AnalystGIC Brokerage FeePredevelopment Lender Fees/InterestFinancing Contingency $95,625 4% $2 $2,656 $95,625 $95,625Investor Legal Fee $100,000 4% $2 $2,778 $100,000 $100,000Syndication Fee $25,000 1% $0 $694 $25,000 $25,000State LIHTC Origination FeeState LIHTC Completion Installment FeeOther Financing Cost 5Total Other Financing Costs$2,351,898 7% $41 $65,331 $2,351,898 $2,351,898
HCD Form 202 (2023v3) 2
Source: Source: Source: Source: Source: Source: Source: Source: Source: Source:
100.0% Bank LIHTC HPTF Def. Dev. Fee
Land
Donation Green
Type of Uses Total Budgeted
Cost
% of
Cost
Cost per sq
ft
Residential
PercentageCost per unit
Sources for DHCD Eligible Units/Uses Sources for DHCD Ineligible Units/Uses
RESIDENTIAL Non-
Residential
Percentage
DEVELOPER'S FEEFee on Non-Acquisition Costs $2,834,836 9% $50 $78,745 $2,834,836 $1,977,811 $857,025Fee on Acquisition Costs Total Developer's Fee$2,834,836 9% $78,745 $2,834,836 $1,977,811 $857,025
RESERVES AND ESCROWS (funded amounts only)
Operating Reserve $148,713 33% $3 $4,131 $148,713 $148,713Lease Up Reserve $100,000 22% $2 $2,778 $100,000 $100,000Replacement Reserve Deposit (Initial Payment)Debt Service Reserve $207,824 46% $4 $5,773 $207,824 $207,824Other Reserve 1Other Reserve 2Other Reserve 3
Other Reserve 4
Other Reserve 5Total Reserves and Escrows $456,537 1% $8 $12,682 $456,537 $456,537
TOTAL USES OF FUNDS $33,041,200 100% 522.19 $ 903,478.85$ $32,359,213 $5,365,602 $15,839,407 $8,552,756 $857,025 $2,350,000 $76,410 $681,987
MAXIMUM DEVELOPER'S FEE
Fee on Non-acquisition Costs
Less Acquisition Costs
Less Construction ContingencyLess Soft Cost + Financing Contingency Non Acquisition Fee Basis
Cost/ sq ft Cost per unit
Fee on Non-acquisition Costs $59 $93,556
Fee on Acquisition Costs
Acquisition Costs
Cost/ sq ft Cost per unit
Fee on Acquisition Costs $3 $5,347
Total Developer's Fee $63 $98,904
-$2,256,273Less LIHTC Syndication and Bond Financing-Related Costs
Maximum Developer Fee Calculation
5%
Fee on Development Costs Fee on Acquisition Costs
Eligible development costs for calculating the
maximum fee do not include the following:
hard or soft cost contingencies,
syndication/bond-financing related costs; funded
guarantee and reserve accounts that are required
by lenders or investors; and developers' fees.
If there is an identity of interest between the seller and the purchaser, no fee shall be calculated
on the acquisition price.
15% 5%
Any fee in excess of $2 million shall be deferred up to the amount that can be recovered from cash flow over 12 years of operations. Amounts
that cannot be repaid during this period will be added to the initial $2 million paid fee.
-$3,850,000
-$958,013
$3,560,533
$192,500
-$231,991
$22,453,550
15%
$3,368,033
$3,850,000
$29,749,827
Total Development Costs before Developer's Fee and Guarantees and
Reserves
HCD Form 202 (2023v3) 3
PBS Property Holdings, LLC C-1
EXHIBIT C
CONSTRUCTION DRAW SCHEDULE
[Attached]
10/1/2025 constuction
145 Kennedy Street completion perm closing
Construction Month 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 90% occ for 3 months
2% 3% 6% 8% 11% 14% 18% 23% 30% 37% 45% 53% 61% 69% 77% 85% 92% 97% 99% DCR of 1.15 for 3 months
10/31/25 11/30/25 12/31/25 1/31/26 2/28/26 3/31/26 4/30/26 5/31/26 6/30/26 7/31/26 8/31/26 9/30/26 10/31/26 11/30/26 12/31/26 1/31/27 2/28/27 3/31/27 4/30/27 5/31/27 6/30/27 7/31/27 8/31/27 9/30/27 10/31/27 11/30/27 12/31/27 1/31/28 2/29/28 3/31/28 4/30/28 5/31/28 6/30/28 7/31/28 8/31/28 9/30/28 10/31/28 11/30/28 12/31/28 1/31/29 2/28/29 3/31/29 4/30/29
Draw Draw Draw Draw Draw Draw Draw Draw Draw Draw Draw Draw Draw Draw Draw Draw Draw Draw Draw Draw
Settlement # 1 # 2 # 3 # 4 # 5 # 6 # 7 # 8 # 9 # 10 # 11 # 12 # 13 # 14 # 15 # 16 # 17 # 18 # 19 # 20
Construction or Rehabilitation Costs Construction Complete % 2% 2% 3% 3% 3% 3% 4% 5% 7% 7% 8% 8% 8% 8% 8% 8% 7% 5% 2% 1%
Construction Contract-residential 18,831,918 350,000 277,229 277,229 462,048 462,048 554,458 554,458 739,277 924,096 1,293,734 1,293,734 1,478,553 1,478,553 1,478,553 1,478,553 1,478,553 1,478,553 1,293,734 924,096 369,638 184,819 18,831,918 Construction Contract-residential
Builder's Retainage-residential 0 -27,723 -27,723 -46,205 -46,205 -55,446 -55,446 -73,928 -92,410 -129,373 -129,373 -73,928 -73,928 -73,928 -73,928 -73,928 -73,928 -64,687 -46,205 -18,483 -9,241 1,266,016 0 Builder's Retainage-residential
Environmental Remediation 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Environmental Remediation
Profit 422,768 6,342 6,342 10,569 10,569 12,683 12,683 16,911 21,138 29,594 29,594 33,821 33,821 33,821 33,821 33,821 33,821 29,594 21,138 8,455 4,228 422,768 Profit
Overhead 414,478 6,217 6,217 10,362 10,362 12,434 12,434 16,579 20,724 29,013 29,013 33,158 33,158 33,158 33,158 33,158 33,158 29,013 20,724 8,290 4,145 414,478 Overhead
General Conditions/Requirements 1,209,998 18,150 18,150 30,250 30,250 36,300 36,300 48,400 60,500 84,700 84,700 96,800 96,800 96,800 96,800 96,800 96,800 84,700 60,500 24,200 12,100 1,209,998 General Conditions/Requirements
Bond Premium 162,783 162,783 162,783 Bond Premium
0 0
Builder's Risk Insurance 0 0 Builder's Risk Insurance
Commercial Unit 681,987 681,987 681,987 Commercial Unit
0 0
Subtotal before Contingency 21,723,932 512,783 280,214 280,214 467,024 467,024 560,429 560,429 747,238 934,048 1,307,668 1,307,668 2,250,392 1,568,405 1,568,405 1,568,405 1,568,405 1,568,405 1,372,354 980,253 392,100 196,051 0 1,266,016 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 21,723,932
Construction Contingency 1,086,197 16,293 16,293 27,155 27,155 32,586 32,586 43,448 54,310 76,034 76,034 86,896 86,896 86,896 86,896 86,896 86,896 76,034 54,310 21,724 10,862 1,086,197 Construction Contingency
Subtotal 22,810,129 512,783 296,507 296,507 494,179 494,179 593,015 593,015 790,686 988,358 1,383,702 1,383,702 2,337,288 1,655,301 1,655,301 1,655,301 1,655,301 1,655,301 1,448,388 1,034,563 413,824 206,913 0 1,266,016 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 22,810,129 Subtotal
Fees Related to Construction or Rehabilitation Fees Related to Construction or Rehabilitation
Architect's Design Fee & Engineering 1,224,531 981,337 243,194 1,224,531 Architect's Design Fee & Engineering
Architect's Supervision Fee 81,000 1,215 1,215 2,025 2,025 2,430 2,430 3,240 4,050 5,670 5,670 6,480 6,480 6,480 6,480 6,480 6,480 5,670 4,050 1,620 810 81,000 Architect's Supervision Fee
Architect Reimbursable Additional Design 10,000 5,000 5,000 10,000 Architect Reimbursable Additional Design
Real Estate Attorney 450,000 450,000 0 450,000 Real Estate Attorney
Marketing/Advertising/FFE 100,000 33,333 33,333 33,334 100,000 Marketing/Advertising/FFE
Surveys 0 0 0 Surveys
Testing & Inspection 184,225 184,225 184,225 Testing & Inspection
Appraisal 26,050 26,050 26,050 Appraisal
Market Study 8,225 8,225 8,225 Market Study
Environmental 62,519 62,519 62,519 Environmental
Utility Fees 200,000 200,000 200,000 Utility Fees
LRSP Staff Lease Up 0 0 0 LRSP Staff Lease Up
Permits & Tap Fees 342,839 273,801 69,038 342,839 Permits & Tap Fees
Title & Recordation 150,000 150,000 150,000 Title & Recordation
Interim Insurance/Builders Risk 329,252 329,252 329,252 Interim Insurance/Builders Risk
Owner's Rep Inspection 150,000 7,500 7,500 7,500 7,500 7,500 7,500 7,500 7,500 7,500 7,500 7,500 7,500 7,500 7,500 7,500 7,500 7,500 7,500 7,500 7,500 150,000 Owner's Rep Inspection
Cost Certification 75,000 5,000 70,000 75,000 Cost Certification
Soft Cost Contingency 245,584 245,584 245,584 Soft Cost Contingency
Solar 114,700 114,700 114,700 Solar
Total Fees 3,753,925 2,670,409 8,715 8,715 83,563 9,525 9,930 9,930 10,740 16,550 256,364 13,170 13,980 128,680 13,980 13,980 13,980 13,980 13,170 44,883 42,453 41,644 0 70,000 0 0 0 0 0 0 0 245,584 0 0 0 0 0 0 0 0 0 0 0 0 3,753,925 Total Fees
Financing Fees and Charges Financing Fees and Charges
Construction Interest 929,534 - - - - - - - - - 1,355 9,499 19,367 30,958 41,226 51,556 61,949 72,405 69,682 79,061 69,960 67,375 38,754 47,419 47,732 49,659 33,839 34,075 34,312 34,551 34,791 9 - - - - - - - - - - - - 929,534 Construction Interest
Bridge Loan Interest 65,477 - 247 494 906 1,318 1,812 2,306 2,433 2,433 2,433 2,433 2,433 2,433 2,433 2,433 2,433 2,433 2,433 2,433 2,433 2,433 2,433 2,433 2,433 2,433 2,433 2,433 2,433 2,433 2,433 2,433 - - - - - - - - - - - - 65,477
Negative Arbitrage 0 Negative Arbitrage
Interim Insurance Premium 0 Interim Insurance Premium
Mortgage Insurance Premium 0 Mortgage Insurance Premium
Title and Recording 0 Title and Recording
DCHFA Bond Application Fee 0 DCHFA Bond Application Fee
HUD Application Fee 0 HUD Application Fee
DCHFA Origination Fee 0 DCHFA Origination Fee
DCHFA Construction Monitoring Fee 0 DCHFA Construction Monitoring Fee
DCHFA Issuer Counsel Fee 0 DCHFA Issuer Counsel Fee
Bond Counsel Fee 0 Bond Counsel Fee
Bond Purchaser Fee 0 Bond Purchaser Fee
Perm Lender Counsel 27,000 27,000 27,000 Perm Lender Counsel
Permanent Lender Financing Fee 59,555 59,555 59,555 Permanent Lender Financing Fee
Permanent Lender Inspection Fee 25,000 25,000 25,000 Permanent Lender Inspection Fee
Other Bond Costs 0 Other Bond Costs
Trustee Set-up Fee Legal 0 Trustee Set-up Fee Legal
DCHFA Issuer Fee 0 DCHFA Issuer Fee
Construction Lender Fee 126,360 126,360 126,360 Construction Lender Fee
Tax Credit Fees/Legal 0 0 Tax Credit Fees/Legal
Construction Lender Inspection Fee 25,000 25,000 25,000 Construction Lender Inspection Fee
Construction Lender Counsel Fee 75,000 75,000 75,000 Construction Lender Counsel Fee
Financial Advisor 0 0 Financial Advisor
Financing Contingency 95,625 95,625 95,625 Financing Contingency
Total Financing Fees and Charges 1,428,551 433,540 247 494 906 1,318 1,812 2,306 2,433 2,433 3,788 11,932 21,800 33,391 43,659 53,989 64,382 74,838 72,115 81,494 72,394 69,808 41,187 49,852 50,165 52,093 36,272 36,508 36,745 36,984 37,224 2,442 0 0 0 0 0 0 0 0 0 0 0 0 1,428,551
Acquisition Costs Acquisition Costs
Building Acquisition 0 Building Acquisition
Land Acquisition 3,850,000 3,850,000 3,850,000 Land Acquisition
Other Acquisition Costs 3 0 0 0 Other Acquisition Costs 3
Other Acquisition Costs 4 0 0 0 Other Acquisition Costs 4
Acquisition Loan Fee 0 0 0 Acquisition Loan Fee
Acquisition Loan Interest Carry 0 0 0 Acquisition Loan Interest Carry
Bridge Loan Interest 0 0 Bridge Loan Interest
Total Acquisition Costs 3,850,000 3,850,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 3,850,000
Developer's Fee Developer's Fee
Developer's Fee 1,000,000 23,548 31,397 102,041 843,014 1,000,000 Developer's Fee
$156,986 Total Developer's Fee 1,000,000 23,548 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 31,397 0 0 0 0 0 0 0 0 0 102,041 0 0 0 0 0 0 0 0 0 0 0 843,014 1,000,000
deferred 843,014
cash fee 156,986
Syndication Related Costs Syndication Related Costs
Syndication Fee 50,000 50,000 50,000 Syndication Fee
Legal (syndication only) 47,000 47,000 47,000 Legal (syndication only)
State LIHTC Third Party Fee 30,000 30,000 30,000 State LIHTC Third Party Fee
Bridge Loan Interest 0 Bridge Loan Interest
DC LIHTC FEE 37,500 37,500 37,500 DC LIHTC FEE
DHCD LIHTC Allocation Fee 150,000 150,000 150,000 DHCD LIHTC Allocation Fee
DC Green Bank Origination Fee 36,496 36,496 36,496 DC Green Bank Origination Fee
DC Green Bank Third Party Fee 45,000 45,000 45,000 DC Green Bank Third Party Fee
Cost of Issuance 0 Cost of Issuance
State LIHTC Bridge Loan Initial Deposit 0 0 State LIHTC Bridge Loan Initial Deposit
Open 0 Open
Total Syndication Related Costs 395,996 395,996 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 395,996
Guarantees and Reserves (funded amounts only) Guarantees and Reserves (funded amounts only)
Construction Guarantee 0 Construction Guarantee
Capitalized Operating Reserve 154,221 154,221 154,221 Capitalized Operating Reserve
Debt Service Reserve 216,661 216,661 216,661 Debt Service Reserve
Rent-up Reserve 100,000 11,111 11,111 11,111 11,111 11,111 11,111 11,111 11,111 11,112 100,000 Rent-up Reserve
Capitalized Replacement Reserve 0 0 0 Capitalized Replacement Reserve
Resident Services Reserve 0 0 0 Resident Services Reserve
Total Guarantees and Reserves 470,882 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 11,111 11,111 11,111 11,111 11,111 11,111 11,111 11,111 11,112 370,882 0 0 0 0 0 0 0 0 0 0 0 0 470,882
Total Uses of Funds 33,709,483 7,886,276 305,469 305,717 578,648 505,022 604,757 605,251 803,859 1,007,341 1,643,854 1,408,804 2,373,068 1,817,371 1,712,939 1,723,270 1,733,663 1,744,119 1,533,673 1,160,940 528,671 349,762 52,298 1,396,979 61,276 63,204 47,383 47,619 47,856 48,095 48,336 720,949 0 0 0 0 0 0 0 0 0 0 0 843,014 33,709,483 Total Uses of Funds
256,364 13,170 13,980 13,980 13,980 13,980 13,980 13,980 13,170 44,883 42,453 73,041 11,111 81,111 11,111 11,111 11,111 11,111 11,111 11,111 11,112 718,507 0
0
SOURCES: SOURCES:
0
0
Chase Construction loan 12,645,791 0 0 0 0 0 0 0 0 0 232,227 1,395,634 1,691,081 1,803,391 1,698,959 1,709,290 1,719,683 1,730,139 -450,671 1,116,057 -1,455,673 -413,555 -4,577,838 1,385,868 50,165 52,093 -2,448,922 36,508 36,745 36,984 37,224 -5,384,044 1,344 Chase Construction loan
Chase Taxable Tail 0 Chase Taxable Tail
Boston Capital Perm Loan 5,955,506 5,955,506 5,955,506 Boston Capital Perm Loan
Donated Land 2,350,000 2,350,000 2,350,000 Donated Land
DHCD short term bond <flow thru> 0 DHCD short term bond
DHCD long term bond 0 0 0 0 0 0 0 0 0 0 0 0 0 DHCD long term bond
DHCD HPTF loan (see eligible uses box) 8,410,952 4,233,919 8,962 9,209 84,469 10,843 11,742 12,236 651,556 1,007,341 1,411,627 13,170 13,980 13,980 13,980 13,980 13,980 44,883 763,317 11,111 11,111 11,111 11,111 11,111 11,111 11,112 8,410,952 DHCD HPTF loan (see eligible uses box)
Tax Credit Proceeds Federal 13,198,680 1,297,815 681,987 1,979,802 1,979,802 4,619,538 2,490,591 149,145 0 13,198,680 Tax Credit Proceeds Federal
Deferred Fee 843,014 843,014 843,014 Deferred Fee
Tax Credit Proceeds DC 2,919,706 0 296,507 296,507 494,179 494,179 593,015 593,015 152,304 0 0 0 2,919,706 Permanent Loan (pay off construction loan)
Solar Credit Equity 30,281 4,542 4,542 4,542 10,598 5,714 342 0 30,281 Solar Credit Equity
45L Credits 0 0 0 0 0 0 0 0 0 45L Credits
Interest Reserve 0 Interest Reserve
Interim Income 0 0 Interim Income
Negative Arb Reserve 0 0 Negative Arb Reserve
Total Sources of Funds 46,353,930 7,886,276 305,469 305,717 578,648 505,022 604,757 605,251 803,859 1,007,341 1,643,854 1,408,804 2,373,068 1,817,371 1,712,939 1,723,270 1,733,663 1,744,119 1,533,673 1,160,940 528,671 349,762 52,298 1,396,979 61,276 63,204 47,383 47,619 47,856 48,095 48,336 720,949 0 0 0 0 0 0 0 0 0 0 0 843,014 33,709,483 Total Sources of Funds
PBS Property Holdings, LLC D-1
EXHIBIT D
FEDERAL LABOR STANDARDS CONTRACT ADDENDUM
[Attached]
Federal Labor Standards Provisions
leabilityTheProjectorProgramtowhichtheconstructionworkcoveredbythiscontractpertainsisbeingassistedbytheUnitedStatesofAmericaandthefollowingFederalLaborStandardsProvisionsareincludedinthisContractPursuanttotheprovisionsapplicabletosuchFederalassistance.
AL4.(I)MinimumWsemployedorworkingupontheunconditionallyandnotlessoftenthanonceaweek,andwithoutsubsequentdeductionorrebateonanyaccount(exceptsuchpayrolldeductionsas arepermittedbyregulationsissuedbytheSecretaryofLaborundertheCopelandAct(2CFRPart3),thefullamountofwagesandbonafidefringebenefits(orcashequivalentsthereof)dueattimeofpaymentcomputedatratesnotlessthanthosecontainedinthewagedeterminationoftheSecretaryofLaborwhichisattachedheretoandmadeaparthereof,regardiessofanycontractualrelationshipwhichmaybe allegedtoexistbetweenthecontractorandsuchlaborersandmechanics.ContributionsmadeorcostsreasonablyanticipatedforbonafidefringebenefitsunderSectionI(b)(2)oftheDavis-BaconActonbehalfoflaborersormechanicsareconsideredwagespaidtosuchlaborersormechanics,subjecttotheprovisionsof29CFR5.5(a)(1)(Wv);also,regularcontributionsmadeorcostsIncurredformorethanawaeklyperiod(butnotlessoftenthanquarterly)underplans,funds,orprograms,whichcovertheparticularweeklyperiod,aredeemedtobeconstructivelymadeorincurredduringsuchweeklyperiod.
Suchlaborersandmechanicsshallbepaidtheappropriatewagerateandfringebenefitsonthewagedeterminationfortheclassificationofworkactuallyperformed,withoutregardtoskill,exceptasprovidedin29CFR5.5(a)(4).LaborersormechanicsperformingworkinmorethanoneClassificationmaybecompensatedattheratespecifiedforichclassificationforthetimeactuallyworkedtherein:Provided,Thattheemployer'spayrolirecordsaccuratelyforththetimespentin eachclassificationInwhichworkisperformed.Thewagedetermination(includinganyadditionalclassificationandwageratesconformedunder29CFR5.6(a)(1)(li)andtheDavis-Baconposter(WH-1321)shallbepostedat alltimesbythecontractoranditssubcontractorsatthesiteoftheworkinaprominentandaccessible,placewhereitcanbe easilyseenbytheworkers.
(11)(a)Anyclassoflaborersormechanicswhichisnotstedinthewagedeterminationandwhichistobeemployedunderthecontractshallbe classifiedinconformancewiththewagedetermination.HUDshallapproveanadditionalclassificationandwagerateandfringebenefitsthereforonlywhenthefollowingcrhavebeenmet:
rsandmechanics
U.S.DepartmentofHousingandUrbanDevelopmentOfficeofLaborRelations
(1) Theworktobeperformedbytheclassifequestedisnotperformedbyaclassificationinthewagedetermination;and
(2)Theclassificationis.utconstructionindustry;and
(8)Theproposedwagerate,includinganybonafidefringebenefits,bearsa reasonablerelationshiptothewage ratescontainedinthewagedetermination.
(b)Ifthecontractorandthelaborersandmechanicstobeemployedintheclassification(ifknown),orthelrives,andHUDoritsdesigneeagreeonthelonandwagerate(Includingtheamountdesignatedforfringebenefitswhereappropriate),areportoftheactiontakenshallbesentbyHUDoritsdesigneetotheAdministratoroftheWageandHourDivision,EmploymentStandardsAdministration,U.S.DepartmentofLabor,Washington,D.C.20210.TheAdministrator,oranauthorizedrepresentative,willapprove,modify,orGisapproveeveryadditionalclassificationactionwithin30daysofreceiptandsoadviseHUDorItsdesigneeorwillnotifyHUDoritsdesigneewithinthe30-dayperiodthat‘additionaltimeisnecessary.(ApprovedbytheOfficeofManagementandBudgetunderOMBcontrolnumber1215-0140.)
{e)Intheeventthecontractor,thelaborersormechanicsto be employedin the classificationor theirrepresentatives,andHUDoFitsdesigneedonotagreeontheproposedclassificationandwagerate(includingthe‘amountdesignatedforfringebenefits,whereappropriate),HUDoritsdesigneeshallreferthequestions,includingtheviewsofallinterestedpartiesandtherecommendation‘ofHUD or itsdesignee,totheAdministratorfordetermination.TheAdministrator,oran authorizedrepresentative,willIssueadeterminationwithin30daysofreceiptandsoadviseHUDoritsdesigneeorwillnotityHUD oFitsdesigneewithinthe30-dayperiodthatAdditionaltimeIsnecessary.(ApprovedbytheOfficeofManagementandBudgetunderOMB ControlNumber1218-0140)
(6) Thewage rate(includingfringebenefitswhereappropriate)determinedpursuantto subparagraphs(1)I)(0)oF(c)ofthisparagraph,shallbepaidtoallworkersperformingworkinthe classificationunderthiscontractfromthefirstdayonwhichworkisperformedintheclassification,
(1)Whenevertheminimumwageracontractfora classoflaborersormechanicsincludesafringebenefitwhichisnotexpressedasanhourlyrate,thecontractorshalleitherpaytheDenefitas statedinthewagedeterminationorshallpayanotherbonafidefringebenefitoranhourlycashequivalentthereof,
(lv)Ifthecontractordoesnotmakepaymentstoatrustfrotherthirdperson,thecontractormayconsideraspart
106intheareabythe
Prewouseditionsareobsolete Page1of5 TorinHUD-40T0(0672008)‘rat.Handbook1344.1
ofthewagesofanylaborerormechanictheamountofanycostsreasonablyanticipatedinprovidingbonafidefringebenefitsundera planorprogram,Provided,ThattheSecretaryofLaborhasfound,uponthewrittenrequestofthecontractor,thattheapplicablestandardsoftheDavijaconActhavebeenmet.TheSecretaryofLabormayrequirethecontractortosetasideinaseparateaccountsatsforthemeetingofobligationsunderthe planorprogram.(ApprovedbytheOfficeofManagementand‘BudgetunderOMBControlNumber1215-0140.)
2.Withholding.HUDoritsdesigneeshalluponitsownactionor uponwrittenrequestof an authorizedrepresentativeoftheDepartmentofLaborwithholdorcausetobewithheldfromthecontractorunderthiscontractoranyotherFederalcontractwiththe sameprimecontractor,or anyotherFaderally-assistedcontractSubjecttoDavis-Baconprevailingwagerequirements.whichisheldbythesameprimecontractorsomuchofthe‘accruedpaymentsoradvance maybeconsiderednecessarytopaylaborersandmechanics,includingapprentices,traineesandhelpers,employedby the‘contractororanysubcontractorthefullamountofwagesrequiredbythecontractIntheeventoffailuretopayanylaborerormechanic,includinganyapprentice,traineeorhelper,employedorworkingonthesiteofthework,allor
partofthewagesrequiredbythecontract,HUDoritmay,afterwrittennoticetothecontractoapplicant,orowner,takesuchactionasmaybenecessarytocausethesuspensionofanyfurtherpayment,advance,orguaranteeoffundsuntilsuchViolationshaveceased.HUDoritsdesigneemay,aft(tennoticetothecontractor,disbursesuchamountswithheldforandon accountofthecontractororSubcontractortotherespectiveemployeestowhomtheyaredue.TheComptrollerGeneralshallmakesuchdisbursementsinthecaseofdirectDavis-BaconActcontracts,
3.(I)Payrollsandbasicrecords.Payrollsandbasicrecordsrelatingtheretoshallbe maintainedby thecontractorduringthecourseoftheworkpreservedforaperiodofthreeyearsthereafterforalllaborersandmechanicsworkingatthesiteofthework.Suchrecordsshallcontainthename,address,andso euritynumberofeachsuchworker,hisor hercorrectClassification,hourlyratesofwagespaid(Includingratesofcontributionsorcostsanticipatedforbonafidefringebenefitsorcashequivalentsthereofofthetypes describedinSection1(b)(2)(B)oftheDavis-baconAct),dailyandklynumberofhoursworked,deductionsmadeandactualwagespaid.WhenevertheSecretaryofLaborhasfoundunder29CFR5.5(a)(1)(iv)thatthewagesofanylaborerormechanicincludetheamountofanycostsreasonablyanticipatedinprovidingbenefitsundera planorprogramdescribedInSection(b)(2)(B)oftheDaviBaconAct,thecontractorshallmaintainrecordswhichshowthatthecommitmenttoprovidesuchbenefitsisenforceable,thattheplanorprogramisfinanciallyresponsible,andthattheplanorprogramhasbeen
PreviousSaHionsareObsolete Page205
communicatedinwritingtothelaborersormechanicsaffected,andrecordswhichshowthecostsanticipatedortheactualcostincurredinprovidingsuchbenefitsContractorsemployingapprenticesortraineesunderapprovedprogramsshallmaintainwrittenevidenceoftheregistrationofapprenticeshipprogramsandcertificationoftraineeprograms,theregistrationofthe apprenticesandtrainees,andtheratiosandwageratesprescribedintheapplicableprograms.(Approvedby theOfficeofManagementandBudgetunderOMB ControlNumbers1218-0140and1218-0017.)
(W)(a),ThecontractorshailsubmitweeklyforeachweekinwhichanycontractworkIsperformed@ copyofallpayrollstoHUDoritsdesigneeifthe agencyisapartytothecontract,butiftheagencyisnotsucha party,thecontractorwillsubmitthepayrollstotheapplicantsponsor,orowner,asthecasemaybe,fortransmissiontoHUDoFitsdesignee,Thepayrollssubmittedshallsetcut‘accuratelyandcompletelyalloftheinformationrequiredtobemaintainedunder29CFR5.5(a)(3)(i)exceptthatfullsocialsecuritynumbersandhomeaddressesshallnotbeIncludedonweeklytransmittals.InsteadthepayrollsshalonlyneedtoIncludeanindividuallyidentifyingnumberfor‘eachemployee(0.g.,thelastfourdigitsoftheemployee'sSocialsecuritynumber).Therequiredweeklypayroll{informationmay be submittedinanyformdesired,OptionalFormWH-347isavailableforthispurposefromthe Wage and Hour DivisionWeb siteatltp-/twww.dol.goviese/whd/forms/wh347instchimof its‘Successorsite.Theprimecontractorisresponsibleforthesubmissionof copiesofpayrolisbyallsubcontractors.ContractorsandsubcontractorsshallmaintainthefullSocialsecuritynumberandcurrentaddressof eachcoveredworker,andshallprovidethemuponrequesttoHUDoritsdesigneeiftheagencyisa partytothecontract,butiftheagencyisnotsucha party,thecontractorwillsubmitthepayrollstotheapplicant‘sponsor,orowner,asthecasemaybe,fortransmissiontoHUDoritsdesignee,thecontractor,ortheWageandHourDivisionoftheDepartmentofLaborforpurposesofanInvestigationorauditofcompliancewithprevailingwagerequirements.tisnotaviolationofthissubparagraphfor2primecontractortorequireasubcontractortoprovideaddressesandsocialsecuritynumberstotheprime‘contractorforitsownrecords,withoutweeklysubmissiontoHUDoFitsdesignee,(ApprovedbytheOfficeofManagementandBudgetunderOMB ControlNum!1218-0149.)
(b)Eachpayrollsubmittedshallbeaccompaniedby2“StatementofCompliance,”signedbythecontractororsubcontractororhisorheragentwhopaysorsupervisesthepaymentofthepersonsemployedunderthecontractandshallcertifythefollowing:
(1)ThatthepayrollfortnepayrollperiodcontainstheInformationrequiredtobeprovidedunder29CFR5.5(2)(3)(W),theappropriateinformationisbeingmaintainedunder29CFR§.5(a)(3)(V),andthatsuchinformationiscorrectandcomplete:
TeamHUD-40T0(2005)‘reHandbook1344.1
(2)ThateachlaboreroFmechanic(includingeachhelper,apprentice,andtrainee)employedonthecontractduringthepayrollperiodhasbeenpaidthefullweeklywagesned,withoutrebate,eitherdirectlyorindirectly,andthatnodeductionshavebeenmadeeltherdirectlyorindirectlyfromthefull ned,otherthanPermissibledeductions
(3)Thateachlaborerormechanichasbeenpaidnotlessthantheapplicablewageratesandfringebenefitsorcashequivalentsfortheclassificationofworkperformed,asspecifiesin the appl wage determinationincorporatedintothecontract.
{c) Theweeklysubmissionof@ properlyexecutedcertificationsetforthonthereversesideofOptionalFormWH-347shallsatistytherequirementforsubmissionofthe"StatementofCompliance”requiredbysubparagraphAS.AiIN(O).
(4)ThefalsificationofanyoftheabovecertificationsmaysubjectthecontractororsubcontractortocivilorcriminalprosecutionunderSection1001ofTitle18andSection231ofTitle31oftheUnitedStatesCode.
(IN)ThecontractororsubcontractorshallmaketherecordsrequiredundersubparagraphA.3.()availableforinspection,copying,or transcriptionby authorizedrepresentativesofHUDoritsdesigneeortheDepartmentofLabor,andshallpermitsuchrepresentativestoInterviewemployeesduringworkinghoursonthejob.Ifthecontractororsubcontractorfailstosubmitthe requiredrecordsortomakethemavailable,HUDoritsdesigneemay,afterwrittennoticetothecontractor,sponsor,applicantorowner,takesuchactionasmaybenecessarytocausethesuspensionofanyfurtherpayment,advance,‘orguaranteeoffunds.Furthermore,failuretosubmittherequiredrecordsuponrequestortomakesuchrecordsavailablemaybegroundsfordebarmentactionpursuantto29CFR5.12,
4.ApprenticesandTrainees.
(W)Apprentices.Apprenticeswillbepermittedtoworkatlessthanthepredeterminedratefortheworktheyperformedwhentheyareemployedpursuanttoandindividuallyregisteredina bonafideapprenticeshipprogramregisteredwiththeU.S.DepartmentofLabor,EmploymentandTrainingAdministration,OfficeofApprenticeshipTraining,EmployerandLaborServices,orwitha StateApprenticeshipAgencyrecognizedbytheOffice,orif@ personisemployedinhisorherfirst90‘daysofprobationaryemploymentasanapprenticeinsuchfanapprenticeshipprogram,who isnotindividuallyregisteredintheprogram,butwhohasbeencertifiedbytheOfficeofApprenticeshipTraining,EmployerandLaborServicesor a StateApprenticeshipAgency(whereappropriate)tobe eligibleforprobationaryemploymentas‘anapprentice.TheallowableratioofapprenticestoJourneymenonthejobsiteinanycraftclassifications!otbegreaterthantheratiopermittedtothecontractorastotheentireworkforceundertheregisteredprogram.Anyworkerlistedonapayrollatanapprenticewagerate,who
isnotregisteredorotherwiseemployedasstatedabove,shallbepaidnotlessthantheapplicablewagerateonthewagedeterminationfortheclassificationofworkactuallyperformed.Inaddition,anyapprenticeperformingworkonthejobsiteinexcessofthe ratiopermittedundertheregisteredprogramshallbe paidnotlessthantheapplicablewagerateonthewagedeterminationfortheworkactuallyperformed.Whereacontractorisperformingconstructionona projectinalocalityotherthanthatinwhichitsprogramisregistered,theratiosandwagerates(expressedinpercentagesofthejourneyman’shourlyrate)specifiedinthecontractor'sorsubcontractor’s6programshallbeobserved.Everyapprenticepaidatnotlessthantheratespecifiedinthefegisteredprogramfortheapprentice’slevelofprogress,‘expressedasapercentageofthejourneymenhourlyratespecifiedin the applicablewage determination.Apprenticesshallbepaidfringebenefitsinaccordancewiththeprovisionsoftheapprenticeshipprogram.Iftheapprenticeshipprogramdoesnotspecifyfringebenefits,apprenticesmustbepaidthefullamountoffringebenefitslistedon thewagedeterminationfortheapplicableClassification.IftheAdministratordeterminesthatadifferentpracticeprevailsfortheapplicableapprenticeClassification,fringesshallbepaidInaccordancewiththatdetermination.IntheeventtheOfficeofApprenticeshipTraining,EmployerandLaborServices,ora StateApprenticeshipAgencyrecognizedby the Office,withdrawsapprovalofanapprenticeshipprogram,thecontractorwillno longerbe permittedto utilizeapprenticesallessthantheapplicablepredeterminedrate{fortheworkperformeduntilanacceptableprogramisapproved
(Train Exceptasprovidedin29CFR5.16,{traineeswillnotbepermittedtoworkatlessthanthepredeterminedratefortheworkperformedunlesstheyareemployedpursuant‘toandIndividuallyregisteredinarogramwhichhasrecelvedpriorapproval,evidencedbyformalcertificationbytheU.S.DepartmentofLabor,EmploymentandTrainingAdministration.Theratioof{traineestojourneymenonthejobsiteshallnotbegreaterthanpermittedundertheplanapprovedby theEmploymentandTrainingAdministration.Everytraineemustbepaidatnotlessthantheratespecifiedintheapprovedprogramforthetrainee'slevelofprogress,expressedasapercentageofthejourneymanhourlyratespecifiedintheapplicablewagedetermination.TraineesInaccordancewiththeprogram.Ifthetraineeprogramoesnotmentionfringebenefits,traineesshallbepaidthefullamountoffringebenefitslistedonthewageminationunlesstheAdministratoroftheWageandHourDivisiondeterminosthatthereisanapprenticeshiprogramassociatedwiththecorrespondingjourneymanwagerateonthewagedeterminationwhichprovidesforlessthanfullfringebenefitsforapprenti Anyemployeelistedonthepayrollatatraineeratewhoisnotregisteredandparticipatinginatrainingplanapprovedby
PreviousediionsareObSOItS Page30f5 TermHUD-4010(06/2008)ref,Handbook1346.1
theEmploymentandTrainingAdministrationshallbepaidlessthantheapplicablewagerateonthewagerminationfortheworkactuallyperformed.Inaddition,performingworkonthejobsiteInexcessoftheratiopermittedundertheregisteredprogramshallbenotlessthantheapplicablewagerateonthewagerminationfortheworkactuallyperformed.IntheeventtheEmploymentand TrainingAdministrationwithdrawsapprovalofa trainingprogram,thecontractorwillnolongerbepermittedtoutilizetraineesatlossthantheapplicablepredeterminedratefortheworkperformeduntilanacceptableprogramisapproved
(ill)Equalemploymentopportunity.Theutilizationofapprentices,traineesandjourneymenunder29CFRPart5shallbe inconformitywiththeequalemploymentopportunityrequirementsofExecutiveOrder11246,asamended,and29CFRPart30,
landActrequirements.Thecontractorshallcomplywiththerequirementsof29CFRPart3whichareincorporatedbyreferenceinthiscontract,
6. Subcontracts.Thecontractororsubcontractorwilltin anysubcontractstheclausescontainedinsubparagraphe1through11In thisparagraphA andsuchotherclausesasHUDoritsdesigneemaybyappropriateinstructionsrequire,and@ copyoftheapplicablprevailingwagedecision,andalsoaclauserequiringthesubcontractorstoincludetheseclausesinanylowertiersubcontracts.Theprimecontractorshallberesponsibleforthecompliancebyanysubcontractororlowertiersubcontractorwithallthecontractclausesinthisparagraph,
7.Contracttermination;debarment.A breachofthecontractclausesin20CFR 5.5maybegroundsforterminationofthecontractandfordebarment= asacontractorané@ subcontractorasprovidedin29CFR5.12,
8.CompliancewithDavie-BaconandRelatedActRequirements.AllrulingsandinterpretationsoftheDavis-BaconandRelatedActscontainedin29CFRParts1,3,and5arehereinincorporatedbyreferenceinthiscontract
9. Disputesconcerninglaborstandards.Disputesarisingoutofthelaborstandardsprovisionsofthiscontractshallnotbesubjecttothegeneraldisputesclauseofthiscontract.SuchdisputesshailberesolvedinaccordancewiththeproceduresoftheDepartmentofLaborsetforthin29CFRParts5,6,and7.Disputeswithinthemeaningofthisclauseincludedisputesbetweenthecontractor(oranyofitssubcontractors)andHUDoritsdesignee,theU.S.DepartmentofLabor,orthe
10.(I)CertificationofEligibility.Byenteringintothiscontractthecontractorcertifiesthatneitherit(norheorshe)noranypersonorfirmwhohasaninterestinthecontractor'sfirmisa personorfirmineligibletobeawardedGovernmentcontractsbyvirtueofSection3(a)oftheDavis-BaconActor28CFR5.12(a)(1)ortobe
awardedHUDcontractsorparticipateinHUDprogramspursuantto24CFRPart24.
(il)Nopartofthiscontractshallbesubcontractedtoanypersonorfirmineligibleforawardofa GovernmentcontractbyvirtueofSection3(a)oftheDavis-BaconActfof29CFR5.12(a)(1)ortobeawardedHUDcontractsorparticipateinHUDprogramspursuantto24CFRPart24
{illThepenaltyformakingfalsestatementsisprescribedIntheU.S.CriminalCode,18U.S.C.1001.Additionally,U.S.CriminalCode,Section1 010,Title18,US.C.,“FederalHousingAdministrationtransactions”,providesinpart:“Whoever,forthepurposeof...influencinginany‘waytheactionofsuchAdministration.....makes,uttersorpublishesanystatementknowingthesametobefalse.Shallbefinednotmorethan$5,000orimprisonednotthantwoyears,orboth.”
14. Complaints,Proceedings,or TestimonybyEmployees.Nolaborerormechanictowhomthewage,salary,orotherlaborstandardsprovisionsofthisContract
plicableshallbedischargedorinanyothermannerdiscriminatedagainst’by the Contractoror anysubcontractorbecausesuchemployeehasfiledanycomplaintorinstitutedorcausedtobeinstitutedanydingorhastestifiedorisabouttotestifyinanydingunderorrelatingtothelaborstandardsapplicableunderthisContracttohisemployer.
B. ContractWorkHoursandSafetyStandardsAct TheprovisionsofthisparagraphBareapplicablewheretheamountoftherimecontractexcoeds$100,000.ASusedinthisparagraph,theterms"aborers”and“mechanics”includewatchmenandguards.
(1)Overtimerequirements.NocontraciororsubcontractorcontractingforanypartofthecontractworkwhichmayrequireorInvolvetheemploymentoflaborersormechanicsshallrequireorpermitanysuchlaborerormechanicinanyworkweekinwhichtheIndividualisemployedonsuchworktoworkinexcessof40hoursin‘suchworkweekunlesssuchlaborerormechanicreceives‘compensationataratenotls thanoneandone-halftinesthebasicrateofpayforallhoursworkedInexcessof40hoursinsuchworkweek.
(2)Violation;abilityforunpaidwages;liquidateddamages.IntheeventofanyviolationoftheclausesetforthInsubparagraph(1)ofthisparagraph,thecontractorandanysubcontractorresponsiblethereforshallbe liablefortheunpaidwages.Inaddition,suchcontractorand‘SubcontractorshallbeliabletotheUnitedStates(inthecaseofworkdoneundercontractfortheDistrictofColumbiaor@ territory,tosuchDistrictortosuchterritory),forliquidateddamages.Suchliquidated‘damagesshallbecomputedwithrespecttoeachindividuallaborerormechanic,includingwatchmenandguards,employedinviolationoftheclausesetforthin‘subparagraph(1)ofthisparagraph,Inthesumof$10foreachcalendardayonwhichsuchindhvidualwasrequledorpermittedto‘Workinexcessofthestandardworkweekof40hourswithoutpaymentoftheovertimewagesrequiredbytheclausesetforthinsub
paragraph(1)ofthisparagraph.
Praviouseationsareobso}te Page4of5 TorinHUD-40T0(0672008)ref,Handbook1344.1
(3) WithholdingforunpaidwagesandtiquiHUDoritsdesigneeshalluponitsownactionforuponwrittenrequestofanauthorizedrepresentativeoftheDepartmentofLaborwithholdorcausetobewithheld,fromanymoneyspayableonaccountofworkperformedbythecontractororsubcontractorunderanysuchcontractofanyotherFederalcontractwiththesameprimecontract,fofanyotherFederally-assistedcontractsubjecttotheContractWorkHoursandSafetyStandardsActwhichIsheldbythe sameprimecontractorsuchsumsasmaybedeterminedtodenecessarytosatistyanyliabilitiesof‘Suchcontractororsubcontractorforunpaidwagesandliquidateddamagesasprovidedintheclausesetforthinsubparagraph(2)ofthisparagraph
(4)Subcontracts.ThecontractororsubcontractorshallInsertinanysubcontractsthe clausessetforthin‘subparagraph(1)through(4)ofthisparagraphandalso@clauserequiringthesubcontractorstoincludethclausesinanylowertiersubcontracts.TheprimecontractorshallberesponsibleforcompliancebyanysubcontractororlowertiersubcontractorwiththeclaustsetforthInsubparagraphs(1)through(4)ofthisparagraph,
©.HealthandSafety.TheprovisionsofthisparagraphC areapplicablewheretheamountoftheprimecontractexceeds$100,000.
(1)NolaborerormechanicshallberequiredtoworkinSurroundingsorunderworkingconditionswhichareunsanitary,hazardous,ordangeroustohishealthandsafetyasdeterminedunderconstructionsafetyandhealthstandardspromulgatedbytheSecretaryofLaborbyregulation,
(2)TheContractorshallcomplywithallregulationsIssuedbytheSecretaryofLaborpursuanttoTitle29Part1926andfailuretocomplymayresultinimpositionofsanctionspursuanttotheContractWorkHoursandSafetyStandardsAct,(PublicLaw91-84,83Stat98).49USC3701etseq.
(3)Thecontractorshallincludetheprovisionsofthisparagraphineverysubcontractsothatsuchprovisionswillbbebindingoneachsubcontractor.ThecontractorshalltakesuchactionwithrespecttoanysubcontractorastheSecretaryofHousingandUrbanDevelopmentortheSecretaryofLaborshalldirectasa meansofenforcing‘suchprovisions.
Previousediionsarebso. PageSof5 TamHUD-A0T0(08/2008)ref,Handbook1344.1
PBS Property Holdings, LLC E-1
EXHIBIT E
DAVIS-BACON WAGE DETERMINATION
[Attached]
General Decision
Number: DC20250002
02/21/2025
Superseded General
Decision Number:
DC20240002
State: District of
Columbia
Construction Type:
Building
County: District of Columbia Statewide.
BUILDING CONSTRUCTION PROJECTS (does not include single
family
homes or apartments up to and including 4 stories).
Note: Contracts subject to the Davis-Bacon Act are
generally
required to pay at least the applicable minimum wage rate
required under Executive Order 14026 or Executive Order
13658.
Please note that these Executive Orders apply to covered
contracts entered into by the federal government that are
subject to the Davis-Bacon Act itself, but do not apply to
contracts subject only to the Davis-Bacon Related Acts,
including those set forth at 29 CFR 5.1(a)(1).
___________________________________________________________
___
|If the contract is entered |. Executive Order 14026
|
|into on or after January 30, | generally applies to the
|
|2022, or the contract is | contract.
|
|renewed or extended (e.g., an |. The contractor must pay
|
|option is exercised) on or | all covered workers at
|
145 KENNEDY STREET N.W. PROJECT:
Building Decision No.: DC20250002
Modification No.: 4
Publication Date: 2/21/2025
LOCK-IN DATE: 3/3/2025
LABOR STANDARD- Construction must start by
9/3/2025, otherwise a new Wage Decision must be
assigned.
MONITORS Fabian Furr (Field/Admin) Office #
(202)442-7293 & Work Cell # (202)329-4117
|after January 30, 2022: | least $17.75 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 2025.
|
|______________________________|___________________________
__|
|If the contract was awarded on|. Executive Order 13658
|
|or between January 1, 2015 and| generally applies to the
|
|January 29, 2022, and the | contract.
|
|contract is not renewed or |. The contractor must pay
all|
|extended on or after January | covered workers at least
|
|30, 2022: | $13.30 per hour (or the
|
| | applicable wage rate
listed|
| | on this wage
determination,|
| | if it is higher) for all
|
| | hours spent performing on
|
| | that contract in 2025.
|
|______________________________|___________________________
__|
The applicable Executive Order minimum wage rate will be
adjusted annually. If this contract is covered by one of
the
Executive Orders and a classification considered necessary
for
performance of work on the contract does not appear on this
wage determination, the contractor must still submit a
conformance request.
Additional information on contractor requirements and
worker
protections under the Executive Orders is available at
http://www.dol.gov/whd/govcontracts.
Modification Number Publication Date
0 01/03/2025
1 01/10/2025
2 01/24/2025
3 02/14/2025
4 02/21/2025
ASBE0024-007 10/01/2024
Rates Fringes
ASBESTOS WORKER/HEAT & FROST
INSULATOR........................$ 40.77 20.17+a
Includes the application of all insulating materials,
protective coverings, coatings and finishes to all types
of
mechanical systems
a. PAID HOLIDAYS: New Year's Day, Martin Luther King Day,
Memorial Day, Independence Day, Labor Day, Veterans' Day,
Thanksgiving Day,the day after Thanksgiving and Christmas
Day provided the employee works the regular work day
before
and after the paid holiday.
-----------------------------------------------------------
-----
ASBE0024-008 10/01/2024
Rates Fringes
ASBESTOS WORKER: HAZARDOUS
MATERIAL HANDLER.................$ 24.46 10.19+a
Includes preparation, wetting, stripping, removal,
scrapping,
vacuuming, bagging and disposing of all insulation
materials, whether they contain asbestos or not, from
mechanical systems
a. PAID HOLIDAYS: New Year's Day, Martin Luther King Day,
Memorial Day, Independence Day, Labor Day, Veterans' Day,
Thanksgiving Day,the day after Thanksgiving and Christmas
Day provided the employee works the regular work day
before
and after the paid holiday.
-----------------------------------------------------------
-----
ASBE0024-014 10/01/2024
Rates Fringes
FIRESTOPPER......................$ 30.21 10.43+a
Includes the application of materials or devices within
or
around penetrations and openings in all rated wall or
floor
assemblies, in order to prevent the pasage of fire, smoke
of other gases. The application includes all components
involved in creating the rated barrier at perimeter slab
edges and exterior cavities, the head of gypsum board or
concrete walls, joints between rated wall or floor
components, sealing of penetrating items and blank
openings.
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.
-----------------------------------------------------------
-----
BRDC0001-002 04/28/2024
Rates Fringes
BRICKLAYER.......................$ 37.50 14.38
-----------------------------------------------------------
-----
CARP0197-011 05/01/2024
Rates Fringes
CARPENTER, Includes Drywall
Hanging, Form Work, and Soft
Floor Laying-Carpet..............$ 34.41 14.33
-----------------------------------------------------------
-----
CARP0219-001 05/01/2024
Rates Fringes
MILLWRIGHT.......................$ 38.61 16.89
-----------------------------------------------------------
-----
CARP0474-006 05/01/2024
Rates Fringes
PILEDRIVERMAN....................$ 36.60 14.47
-----------------------------------------------------------
-----
ELEC0026-016 06/05/2023
Rates Fringes
ELECTRICIAN, Includes
Installation of
HVAC/Temperature Controls........$ 53.00 21.35
-----------------------------------------------------------
-----
ELEC0026-017 09/02/2024
Rates Fringes
ELECTRICAL INSTALLER (Sound
& Communication Systems).........$ 32.60 12.92
SCOPE OF WORK: Includes low voltage construction,
installation, maintenance and removal of teledata
facilities (voice, data and video) including outside
plant,
telephone and data inside wire, interconnect, terminal
equipment, central offices, PABX, fiber optic cable and
equipment, railroad communications, micro waves, VSAT,
bypass, CATV, WAN (Wide area networks), LAN (Local area
networks) and ISDN (Integrated systems digital network).
WORK EXCLUDED: The installation of computer systems in
industrial applications such as assembly lines, robotics
and computer controller manufacturing systems. The
installation of conduit and/or raceways shall be
installed
by Inside Wiremen. On sites where there is no Inside
Wireman employed, the Teledata Technician may install
raceway or conduit not greater than 10 feet. Fire alarm
work is excluded on all new construction sites or
wherever
the fire alarm system is installed in conduit. All HVAC
control work.
-----------------------------------------------------------
-----
ELEV0010-001 01/01/2025
Rates Fringes
ELEVATOR MECHANIC................$ 57.16 38.435+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.
-----------------------------------------------------------
-----
IRON0005-005 06/01/2024
Rates Fringes
IRONWORKER, STRUCTURAL AND
ORNAMENTAL.......................$ 37.86 25.86
-----------------------------------------------------------
-----
IRON0005-012 05/01/2024
Rates Fringes
IRONWORKER, REINFORCING..........$ 31.88 23.78
-----------------------------------------------------------
-----
* LABO0011-009 06/01/2024
Rates Fringes
LABORER: Skilled................$ 29.66 8.29
FOOTNOTE: Potmen, power tool operator, small machine
operator, signalmen, laser beam operator, waterproofer
(excluding roofing), open caisson, test pit,
underpinning,
pier hole and ditches, laggers and all work associated
with
lagging that is not expressly stated, strippers, operator
of hand derricks, vibrator operators, pipe layers, or
tile
layers, operators of jackhammers, paving breakers,
spaders
or any machine that does the same general type of work,
carpenter tenders, scaffold builders, operators of
towmasters, scootcretes, buggymobiles and other machines
of
similar character, operators of tampers and rammers and
other machines that do the same general type of work,
whether powered by air, electric or gasoline, builders of
trestle scaffolds over one tier high and sand blasters,
power and chain saw operators used in clearing,
installers
of well points, wagon drill operators, acetylene burners
and licensed powdermen, stake jumper,demolition.
-----------------------------------------------------------
-----
MARB0002-004 04/28/2024
Rates Fringes
MARBLE/STONE MASON...............$ 44.30 20.92
INCLUDING pointing, caulking and cleaning of All types of
masonry, brick, stone and cement EXCEPT pointing,
caulking,
cleaning of existing masonry, brick, stone and cement
(restoration work)
-----------------------------------------------------------
-----
MARB0003-006 04/28/2024
Rates Fringes
TERRAZZO WORKER/SETTER...........$ 33.41 13.94
-----------------------------------------------------------
-----
MARB0003-007 04/28/2024
Rates Fringes
TERRAZZO FINISHER................$ 28.09 12.29
-----------------------------------------------------------
-----
MARB0003-008 04/28/2024
Rates Fringes
TILE SETTER......................$ 33.41 13.94
-----------------------------------------------------------
-----
MARB0003-009 04/28/2024
Rates Fringes
TILE FINISHER....................$ 28.09 12.29
-----------------------------------------------------------
-----
PAIN0051-014 06/01/2023
Rates Fringes
GLAZIER
Glazing Contracts $2
million and under...........$ 30.52 13.85
Glazing Contracts over $2
million.....................$ 34.76 13.85
-----------------------------------------------------------
-----
PAIN0051-015 06/01/2023
Rates Fringes
PAINTER
Brush, Roller, Spray and
Drywall Finisher............$ 27.46 11.56
-----------------------------------------------------------
-----
PLAS0891-005 07/01/2023
Rates Fringes
PLASTERER (Including
Fireproofing)....................$ 31.83 8.96
-----------------------------------------------------------
-----
PLAS0891-006 02/01/2024
Rates Fringes
CEMENT MASON/CONCRETE FINISHER...$ 30.25 13.60
-----------------------------------------------------------
-----
PLUM0005-010 08/01/2024
Rates Fringes
PLUMBER..........................$ 51.25 22.46+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.
-----------------------------------------------------------
-----
PLUM0602-008 08/01/2024
Rates Fringes
PIPEFITTER, Includes HVAC
Pipe Installation................$ 52.27 23.79+a
a. PAID HOLIDAYS: New Year's Day, Martin Luther King's
Birthday, Memorial Day, Independence Day, Labor Day,
Veterans' Day, Thanksgiving Day and the day after
Thanksgiving and Christmas Day.
-----------------------------------------------------------
-----
ROOF0030-016 07/01/2024
Rates Fringes
ROOFER...........................$ 34.76 14.91
-----------------------------------------------------------
-----
SFDC0669-002 01/01/2025
Rates Fringes
SPRINKLER FITTER (Fire
Sprinklers)......................$ 42.32 26.39
-----------------------------------------------------------
-----
SHEE0100-015 11/01/2023
Rates Fringes
SHEET METAL WORKER (Including
HVAC Duct Installation)..........$ 47.92 22.72+a
a. PAID HOLIDAYS: New Year's Day, Martin Luther King's
Birthday, Memorial Day, Independence Day, Labor Day,
Veterans Day, Thanksgiving Day and Christmas Day
-----------------------------------------------------------
-----
* SUDC2009-003 05/19/2009
Rates Fringes
LABORER: Common or General......$ 13.04 ** 2.80
LABORER: Mason Tender -
Cement/Concrete..................$ 15.40 ** 2.85
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.................$ 11.67 **
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...........................$ 18.88
-----------------------------------------------------------
-----
WELDERS - Receive rate prescribed for craft performing
operation to which welding is incidental.
===========================================================
=====
** Workers in this classification may be entitled to a
higher
minimum wage under Executive Order 14026 ($17.75) or 13658
($13.30). Please see the Note at the top of the wage
determination for more information. Please also note that
the
minimum wage requirements of Executive Order 14026 are not
currently being enforced as to any contract or subcontract
to
which the states of Texas, Louisiana, or Mississippi,
including
their agencies, are a party.
Note: Executive Order (EO) 13706, Establishing Paid Sick
Leave
for Federal Contractors applies to all contracts subject to
the
Davis-Bacon Act for which the contract is awarded (and any
solicitation was issued) on or after January 1, 2017. If
this
contract is covered by the EO, the contractor must provide
employees with 1 hour of paid sick leave for every 30 hours
they work, up to 56 hours of paid sick leave each year.
Employees must be permitted to use paid sick leave for
their
own illness, injury or other health-related needs,
including
preventive care; to assist a family member (or person who
is
like family to the employee) who is ill, injured, or has
other
health-related needs, including preventive care; or for
reasons
resulting from, or to assist a family member (or person who
is
like family to the employee) who is a victim of, domestic
violence, sexual assault, or stalking. Additional
information
on contractor requirements and worker protections under the
EO
is available at
https://www.dol.gov/agencies/whd/government-contracts.
Unlisted classifications needed for work not included
within
the scope of the classifications listed may be added after
award only as provided in the labor standards contract
clauses
(29CFR 5.5 (a) (1) (iii)).
-----------------------------------------------------------
-----
The body of each wage determination lists the
classifications
and wage rates that have been found to be prevailing for
the
type(s) of construction and geographic area covered by the
wage
determination. The classifications are listed in
alphabetical
order under rate identifiers indicating whether the
particular
rate is a union rate (current union negotiated rate), a
survey
rate, a weighted union average rate, a state adopted rate,
or a
supplemental classification rate.
Union Rate Identifiers
A four-letter identifier beginning with characters other
than
""SU"", ""UAVG"", ?SA?, or ?SC? denotes that a union rate
was
prevailing for that classification in the survey. Example:
PLUM0198-005 07/01/2024. PLUM is an identifier of the union
whose collectively bargained rate 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. The date, 07/01/2024 in
the
example, is the effective date of the most current
negotiated
rate.
Union prevailing wage rates are updated to reflect all
changes
over time that are reported to WHD in the rates
in the collective bargaining agreement (CBA) governing the
classification.
Union Average Rate Identifiers
The UAVG identifier indicates that no single rate prevailed
for
those classifications, but that 100% of the data reported
for
the classifications reflected union rates. EXAMPLE:
UAVG-OH-0010 01/01/2024. UAVG indicates that the rate is a
weighted union average rate. OH indicates the State of
Ohio.
The next number, 0010 in the example, is an internal number
used in producing the wage determination. The date,
01/01/2024
in the example, indicates the date the wage determination
was
updated to reflect the most current union average rate.
A UAVG rate will be updated once a year, usually in
January, to
reflect a weighted average of the current rates in the
collective bargaining agreements on which the rate is
based.
Survey Rate Identifiers
The ""SU"" identifier indicates that either a single non-
union
rate prevailed (as defined in 29 CFR 1.2) for this
classification in the survey or that the rate was derived
by
computing a weighted average rate based on all the rates
reported in the survey for that classification. As a
weighted
average rate includes all rates reported in the survey, it
may
include both union and non-union rates. Example: SUFL2022-
007
6/27/2024. SU indicates the rate is a single non-union
prevailing rate or a weighted average of survey data for
that
classification. FL indicates the State of Florida. 2022 is
the
year of the 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. The date,
6/27/2024 in the example, indicates the survey completion
date
for the classifications and rates under that identifier.
?SU? wage rates typically remain in effect until a new
survey
is conducted. However, the Wage and Hour Division (WHD) has
the
discretion to update such rates under 29 CFR 1.6(c)(1).
State Adopted Rate Identifiers
The ""SA"" identifier indicates that the classifications
and
prevailing wage rates set by a state (or local) government
were
adopted under 29 C.F.R 1.3(g)-(h). Example: SAME2023-007
01/03/2024. SA reflects that the rates are state adopted.
ME
refers to the State of Maine. 2023 is the year during which
the
state completed the survey on which the listed
classifications
and rates are based. The next number, 007 in the example,
is an
internal number used in producing the wage determination.
The date, 01/03/2024 in the example, reflects the date on
which
the classifications and rates under the ?SA? identifier
took
effect under state law in the state from which the rates
were
adopted.
-----------------------------------------------------------
WAGE DETERMINATION APPEALS PROCESS
1) Has there been an initial decision in the matter? This
can
be:
a) a survey underlying a wage determination
b) an existing published wage determination
c) an initial WHD letter setting forth a position on
a wage determination matter
d) an initial conformance (additional classification
and rate) determination
On survey related matters, initial contact, including
requests
for summaries of surveys, should be directed to the WHD
Branch
of Wage Surveys. Requests can be submitted via email to
davisbaconinfo@dol.gov or by mail to:
Branch of Wage Surveys
Wage and Hour Division
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
Regarding any other wage determination matter such as
conformance decisions, requests for initial decisions
should be
directed to the WHD Branch of Construction Wage
Determinations.
Requests can be submitted via email to BCWD-Office@dol.gov
or
by mail 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 an initial decision has been issued, then any
interested
party (those affected by the action) that disagrees with
the
decision can request review and reconsideration from the
Wage
and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part
7).
Requests for review and reconsideration can be submitted
via
email to dba.reconsideration@dol.gov or by mail to:
Wage and Hour Administrator
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
The request should be accompanied by a full statement of
the
interested party's position and 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.
===========================================================
=====
END OF GENERAL DECISION"
PBS Property Holdings, LLC G-1
EXHIBIT F
SECTION 3 CONTRACT ADDENDUM
During construction of the Project, Borrower will comply with and cause its successors, assigns,
agents, and agents to comply with 24 CFR Part 75. The Section 3 requirement applies to assistance
that exceeds $200,000.00.
All Section 3 covered contracts must include the following clause in its entirety.
Noncompliance with HUD’s regulations in 24 CFR part 75 may result in sanctions,
default under the Loan Documents, and debarment or suspension from 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
government assistance for housing or residents of the community in which the
Federal assistance is spent.
2. The parties to this contract agree to comply with HUD’s regulations in 24 CFR
Part 75, 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 75
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 75, 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 75. The contractor will not subcontract with any
PBS Property Holdings, LLC G-2
subcontractor where the contractor has notice or knowledge that the
subcontractor has been found in violation of the regulations in 24 CFR part 75.
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 75 require employment opportunities to be directed,
were not filled to circumvent the contractor’s obligations under 24 CFR part 75.
PBS Property Holdings, LLC G-3
EXHIBIT G
DEVELOPMENT TEAM DEBARMENT AFFIDAVIT
[Attached]
PBS Property Holdings, LLC H-1
EXHIBIT H
INSURANCE REQUIREMENTS
A. GENERAL REQUIREMENTS. The Borrower at its sole expense shall procure and
maintain, during the entire period of performance under this contract, the types of
insurance specified below. The Borrower shall submit a Certificate of Insurance to the
Contracting Officer (CO) giving evidence of the required coverage prior to commencing
performance under this contract. In no event shall any work be performed until the
required Certificates of Insurance signed by an authorized representative of the insurer(s)
have been provided to, and accepted by, the CO.
The Government of the Distri ct of Columbia shall be in cluded in all policies, where
applicable and allowable by law, required hereunder to be maintained by the Borrower and
its subcontractors (except for workers’ compensation and professional liability insurance)
as an additional insureds for claims against The Government of the District of Columbia
relating to this contract, with the understand ing that any affirma tive obligation imposed
upon the insured Borrower or its subcontractors (including without limitation the liability
to pay premiums) shall be the sole obligation of the Borrower or its subcontractors, and not
the additional insured. The additional insu red status under the Borrower’s and its
subcontractors’ Commercial General Liability insurance policies shall be effected using
the ISO Additional Insured Endorsement form CG 20 10 11 85 (or CG 20 10 07 04 and
CG 20 37 07 04) or such other endorsement or combination of endorsements providing
coverage at least as broad and approved by the CO in writing. All of the Borrower’s and
its subcontractors’ liability policies (except for workers’ compensation and professional
liability insurance) shall be endorsed using ISO form CG 20 01 04 13 or its equivalent so
as to indicate that such policies provide primary coverage (without any right of contribution
by any other insurance, reinsurance or self-insurance, including any deductible or retention,
maintained by an Additional Insured) for all claims against the additional insured arising
out of the performance of this Statement of Work by the Borrower or its subcontractors, or
anyone for whom the Borrower or its subcontr actors may be liable. These policies shall
include a separation of insureds clause applicable to the additional insured.
If the Borrower and/or its subc ontractors maintain broader c overage and/or higher limits
than the minimums shown below, the District requires and shall be entitled to the broader
coverage and/or the higher limits maintained by the Borrower and subcontractors.
B. INSURANCE REQUIREMENTS
1. Commercial General Liability Insurance (“CGL”) - The Borrower shall provide evidence
satisfactory to the CO with respect to the services performed that it carries a CGL policy,
written on an occurrence (not claims-made) basis, on Insurance Services Office, Inc.
(“ISO”) form CG 00 01 04 13 (or another occurrence-based form with coverage at least
as broad and approved by the CO in writing), covering liability for all ongoing and
completed operations of the Borrower and under all subcontracts, covering claims for
bodily injury, including without limitation sickness, disease or death and mental anguish
of any persons, broad form property damage, including loss of use resulting therefrom,
PBS Property Holdings, LLC H-2
personal and advertising injury, and including coverage for liability arising out of an
Insured Contract (including the tort liability of another assumed in a contract) and acts of
terrorism (whether caused by a foreign or domestic source). Such coverage shall have limits
of liability of not less than $1,000,000 for each occurrence, and a $2,000,000 general
aggregate.
The Commercial General Liability shall be further endorsed to:
a) To the fullest extent permitted by law, provide additional insured coverage
using ISO form CG 2015 0413 (or its equivalent) to The Government of the
District of Columbia
b) Coverage available to the additional insureds shall apply on a primary and
non-contributing basis as respects any other insurance, deductibles, or self-
insurance available to the additional insureds
c) A waiver of subrogation in favor of The Government of the District of
Columbia
d) Any Annual Aggregate shall apply on a per location or per project basis
(where applicable)
e) Defense costs shall be in addition to and not erode the limits of liability
2. Automobile Liability Insurance - The Borrower shall provide evidence satisfactory to the
CO of commercial (business) automobile liability insurance written on ISO form CA 00
01 10 13 (or another form with coverage at least as broad and approved by the CO in
writing) including coverage for all owned, hired, borrowed and non-owned vehicles and
equipment used by the Borrower in connection with work under this agreement, with a
minimum combined single limit of $1,000,000 for bodily injury or death and property
damage, including loss of use thereof. Such policy or policies of automobile liability
insurance shall be written on an "occurrence" (as opposed to a "claims made") basis.
Auto Physical Damage Coverage - The Borrower shall provide auto physical damage
insurance to cover "loss" to a covered "auto" or its equipment:
a) Comprehensive - Fire, lightning or explosion; theft; windstorm, hail or
earthquake; flood; mischief or vandalism; or the sinking, burning, collision or
derailment of any conveyance transporting the covered "auto".
b) Collision Coverage - Caused by: The covered "auto's" collision with another
object or the covered "auto's" overturn.
The Commercial Auto Liability policy shall be further endorsed to:
a. To the fullest extent permitted by law, provide additional insured coverage to
The Government of the District of Columbia
b. Coverage available to the additional insureds shall apply on a primary and
non-contributing basis as respects any other insurance, deductibles, or self-
insurance available to the additional insureds
c. A waiver of subrogation in favor of The Government of the District of
Columbia
d. Defense costs shall be in addition to and not erode the limits of liability
PBS Property Holdings, LLC H-3
e. If applicable, include Form CA 99 48 03 06 Pollution Liability - Broadened
Coverage for Covered Autos - Business Auto, Motor Carrier and Truckers (or
its equivalent)
3. Workers’ Compensation Insurance - The Borrower shall provide evidence satisfactory to
the CO of Workers’ Compensation insurance in accordance with the statutory mandates
of the District of Columbia or the jurisdiction in which the contract is performed.
Employer’s Liability Insurance - The Borrowe r shall provide evidence satisfactory to the
CO of employer’s liability insurance as follows: $500,000 per accident for injury; $500,000
per employee for disease; and $500,000 for policy disease limit.
The Workers Compensation and Employers Li ability shall be further endorsed to:
a) Include a Waiver of Subrogation in favor of The Government of the District of
Columbia.
b) Where applicable, include United States Longshore and Harbor Workers
Compensation Act (USL&H)
c) Where applicable, include Jones Act Coverage for seamen or crew members on
an “if any” basis.
4. Network Security/Privacy (Cyber) Liability Insurance covering acts, errors, omissions,
breach of contract, and violation of any consumer protection laws arising out of
Borrower’s operations or services with a limit of $1,000,000 per claim and in the
aggregate. Such coverage shall include but not be limited to, third party and first party
coverage for loss or disclosure of any data, including personally identifiable information
and payment card information, network security failure, violation of any consumer
protection laws, unauthorized access and/or use or other intrusions, infringement of any
intellectual property rights (except patent), unintentional breach of contract, negligence or
breach of duty to use reasonable care, breach of any duty of confidentiality, invasion of
privacy, or violations of any other legal protections for personal information, defamation,
libel, slander, commercial disparagement, negligent transmission of computer virus, or
use of computer networks in connection with denial of service attacks. Such coverage
shall include regulatory defense and fines/penalties in any jurisdiction anywhere in the
world. Such coverage shall include contractual privacy coverage for data breach response
and crisis management costs that would be incurred by Borrower on behalf of The
Government of the District of Columbia in the event of a data breach including legal and
forensic expenses, notification costs, credit monitoring costs, and costs to operate a call
center. Borrower shall maintain coverage in force during the term of this Agreement and
for an extended reporting period of not less than two (2) years after.
5. Professional Liability Insurance (Errors & Omissions) - The Borrower shall provide
Professional Liability Insurance (Errors and Omissions) to cover liability resulting from
any error or omission in the performance of professional services under this Contract.
The policy shall provide limits of $1,000,000 per claim or per occurrence for each
wrongful act and $2,000,000 annual aggregate. The Borrower warrants that any
applicable retroactive date precedes the date the Borrower first performed any
PBS Property Holdings, LLC H-4
professional services for the Government of the District of Columbia and that continuous
coverage will be maintained or an extended reporting period will be exercised for a
period of at least ten years after the completion of the professional services. Limits may
not be shared with other lines of coverage.
6. Commercial Umbrella or Excess Liability - The Borrower shall provide evidence
satisfactory to the CO of commercial umbrella or excess liability insurance with
minimum limits of $10,000,000 per occurrence and $10,000,000 in the annual aggregate,
following the form and in excess of all liability policies. All liability coverages must be
scheduled under the umbrella and/or excess policy. The insurance required under this
paragraph shall be written in a form that annually reinstates all required limits. Coverage
shall be primary to any insurance, self-insurance or reinsurance maintained by The
Government of the District of Columbia and the “other insurance” provision must be
amended in accordance with this requirement and principles of vertical exhaustion.
7. Environmental Liability/Contractors Pollution Liability Insurance - The Borrower shall
provide evidence satisfactory to the CO of environmental liability insurance covering
losses caused by pollution or other hazardous conditions arising from ongoing or
completed operations of the Borrower. Such insurance shall apply to bodily injury,
property damage (including loss of use of damaged property or of property that has been
physically injured), clean-up costs, transit and non-owned disposal sites. Coverage shall
extend to defense costs and expenses incurred in the investigation, civil fines, penalties
and damages or settlements. There shall be neither an exclusion nor a sublimit for mold
or fungus-related claims. The minimum limits required under this paragraph shall
$2,000,000 per occurrence and $2,000,000 in the annual aggregate. If such coverage is
written on a claims-made basis, the Borrower warrants that any retroactive date
applicable to coverages under the policy precedes the Borrower’s performance of any
work under the Contract and that continuous completed operations coverage will be
maintained for at least ten (10) years or an extended reporting period shall be purchased
for no less than ten (10) years after completion.
The Borrower also must furnish to the CO Owner certificates of insurance evidencing
environmental liability insurance maintained by third party transportation and disposal
site operators(s) used by the Borrower for losses arising from facility(ies) accepting,
storing or disposing hazardous materials or other waste as a result of the Borrower’s
operations. Such coverages must be maintained with limits of at least the amounts set
forth above.
The Environmental Liability policy shall be further endorsed to include The
Government of the District of Columbia as an Additional Insured.
8. Employment Practices Liability - The Borrower shall provide evidence satisfactory to the
CO with respect to the operations performed to cover the defense of claims arising from
employment related wrongful acts including but not limited to: Discrimination, Sexual
Harassment, Wrongful Termination, Workplace Torts, "Bullying" in "any location" and
"by any means," including the Internet, whether between employees of Borrower or
PBS Property Holdings, LLC H-5
against third parties. Employment Practices Liability coverage must specifically state
Third Party Liability coverage is included. Borrower will indemnify and defend The
Government of the District of Columbia should it be named co-defendant or be subject to
or party of any claim. Coverage shall also extend to Temporary Help Firms and
Independent Contractors hired by Borrower. The policy shall provide limits of not less
than $1,000,000 for each wrongful act and $2,000,000 annual aggregate for each
wrongful act.
9. Installation-Floater Insurance - For projects not involving structural alterations, the
Borrower shall provide an installation floater policy with a limit equal to the Property
values being installed as part of the project. The policy shall cover property while located
at the project site, at temporary locations, or in transit; deductibles will be the sole
responsibility of the Borrower.
Construction Projects Controlled by the Borrower
The Borrower will procure the following policies with the District listed as Additional
Insured.
Builders Risk – The Borrower shall purchase and maintain, in a company authorized
to do business in the jurisdiction in which the project is located, builders risk insurance,
written on an “all risk”, special causes of loss or equivalent form. Builders risk
coverage will include boiler and machin ery / equipment breakdown, earthquake and
flood perils. Building ordnance and terrorism coverage will be included.
The deductible shall not exceed $25,000 except for earthquake, flood, windstorm, water
damage or other perils, and as available in the insurance industry.
The project limit shall equal the replacement value of the structure, including coverage
for property in transit and stored off premises.
The Builders risk coverage will extend to soft costs and delayed completion.
Builders risk insurance shall include the interests of The Government of the District of
Columbia, the Borrower, Subcontractors and Sub – subcontractors in the project.
Property Insurance - After achieving completion of construction of the Project,
Borrower/Lessee (as applicable) shall carry special form property insurance written
on a replacement cost value covering 100% of the replacement cost of all of
Borrower’s property.
C. SUBCONTRACTOR INSURANCE REQUIREMENTS
Any and all subcontractors engaged by Borrower for work under this agreement shall be
required to have the same insured required of Borrower. Should the Borrower wish to
PBS Property Holdings, LLC H-6
propose different insurance requirements than outlined below, then, prior to
commencement of work by the subcontractor, the Borrower shall submit in writing the
name and brief description of work to be performed by the subcontractor on the
Subcontractors Insurance Requirement Temp late provided to the Office of Risk
Management (ORM). ORM will determine the insurance requirements applicable to the
subcontractor and promptly deliver such requirements in writing to the Borrower. In either
instance, the Borrower must pr ovide proof of the subcontractor's required insurance prior
to commencement of work by the subcontractor.
D. PRIMARY AND NONCONTRIBUTORY INSURANCE
The insurance required herein shall be primary to and will not seek contribution from any
other insurance, reinsurance or self-insur ance including any deductible or retention,
maintained by the Government of the District of Columbia.
E. DURATION. The Borrower shall carry all required insurance until all contract work is
accepted by The Government of the District of Columbia and shall carry listed coverages
for ten years for construction projects following final acceptance of the work performed
under this contract and two years for non-construction related contracts.
F. LIABILITY. These are the required minimum insurance requirements established by
The Government of the District of Columbia. However, it is understood that The
Government of the District of Columbia does not in any way represent that the insurance
or the limits of insurance specified herein are sufficient or adequate to protect your
interests or liabilities and will not in any way limit the Borrower’s liability under this
contract.
G. BORROWER’S PROPERTY. Borrower and subcontractors are solely responsible for
any loss or damage to their personal property, including but not limited to tools and
equipment, scaffolding and temporary structures, rented machinery, or owned and leased
equipment. A waiver of subrogation shall apply in favor of The Government of the
District of Columbia.
H. MEASURE OF PAYMENT. The Government of the District of Columbia shall not
make any separate measure or payment for the cost of insurance and bonds. The
Borrower shall include all of the costs of insurance and bonds in the contract price.
I. NOTIFICATION. The Borrower shall ensure that all policies provide that the CO shall
be given thirty (30) days prior written notice in the event of cancellation, non-renewal, or
material changes to the extent such cancellation or material changes results in Borrower
no long complying with the above requirements. The Borrower shall provide the CO with
ten (10) days prior written notice in the event of non-payment of premium. The Borrower
will also provide the CO with an updated Certificate of Insurance should its insurance
coverages renew during the contract. The Government of the District of Columbia may
reasonably change the above insurance coverage requirements during the Term by giving
Borrower at least 30 days’ notice of the change. Borrower must comply, at your expense,
and deliver to the CO evidence of compliance before the change becomes effective.
PBS Property Holdings, LLC H-7
J. CERTIFICATES OF INSURANCE. The Borrower must send to CO, at least 10 days
after execution of this Agreement, certificates of insurance evidencing the required
insurance coverage and endorsements required herein. Borrower must also provide us
with evidence of renewal before the expiration date of each insurance policy. Borrower is
responsible for providing us with 30 days advanced written notice if the certificate of
insurance by the insurer has been canceled, reduced in coverage, or otherwise altered. .
Certificates of insurance must reference the corresponding contract number. Evidence of
insurance shall be submitted to:
The Government of the District of Columbia
And mailed to the attention of:
Tiphanie Jones/DHCD
1909 Martin Luther King, Jr. Avenue, SE
Washington, DC 20020
202-442-7261
Tiphanie.jones2@dc.gov
The CO may request and the Borrower sha ll promptly deliver upda ted certificates of
insurance, endorsements indicating the required coverages, and/or certified copies of the
insurance policies. If the insurance initia lly obtained by the Borrower expires prior to
completion of the contract, renewal certifica tes of insurance and additional insured and
other endorsements shall be furnished to the CO prior to the date of expiration of all such
initial insurance. For all coverage required to be maintained after completion, an additional
certificate of insurance evidencing such coverage shall be submitted to the CO on an annual
basis as the coverage is renewed (or replaced).
K. DISCLOSURE OF INFORMATION. The Borrower agrees that The Government of the
District of Columbia may disclose the name and contact information of its insurers to any
third party which presents a claim against The Government of the District of Columbia
for any damages or claims resulting from or arising out of work performed by the
Borrower, its agents, employees, servants or subcontractors in the performance of this
contract.
L. CARRIER RATINGS. All Borrower’s and its subcontractors’ insurance required in
connection with this contract shall be written by insurance companies with an A.M. Best
Insurance Guide rating of at least A- VII or better (or the equivalent by any other rating
agency) and licensed in the District of Columbia.
M. WARRANTIES. When applicable, the Borrower should be named as an additional
insured on the applicable manufacturer’s/distributer’s Commercial General Liability
policy using Insurance Services Office, Inc. (“ISO”) form CG 20 15 04 13 (or another
occurrence-based form with coverage at least as broad). CO should collect, review for
accuracy, and maintain all warranties for goods and services.
PBS Property Holdings, LLC J-1
EXHIBIT I
CERTIFICATION OF BORROWER’S REPRESENTATIONS AND WARRANTIES
[Attached]
PBS Property Holdings, LLC J-2
EXHIBIT J
FORM OF FINAL LOAN
REDUCTION CERTIFICATE
[Attached]
A.
B.
(1)
(2)
(3)
(4) For an Excess Proceeds totaling the following: - $
-$
The Lender Retainage that remains undisbursed equals:
-$
BORROWER:
_________________________________
By: ______________________________
_________________________________
By: ______________________________
Chris V. Rey, President
PBS Property Holdings LLC
Lender made a loan to the Borrower in a total principal amount not to exceed $8,410,952 and 00/100 Dollars
(the “Loan”), the proceeds of which were to be used by the Borrower to help finance the production of 36
affordable housing units at 145 Kennedy Street, NE (the "Project", also known as "Kennedy Gardens"); and
On or prior to the ninetieth (90th) day after the Borrower recieves the United States Department of the
Treasury Internal Revenue Service Low-Income Housing Credit Allocation and Certification (Form 8609), the
Borrower is required to provide the Lender with a Loan Reduction Certificate, prepared and executed by the
Borrower, certifying the net amount of the Excess Proceeds available from the Project that will be due to the
Lender ("Final Loan Reduction Calculation"), pursuant to Section 1(f) of the Agreement.
For the purposes of this Loan Reduction Certificate, the term “Excess Proceeds” means:
The sum of all funds that were used for a temporary purpose to the extent that such
funds are or will be subsequently returned to Borrower (the “Returned Funds” as
more particularly described and defined in Section 1(f)b.i. of the Agreement),
PLUS the net reduction in total costs shown in the Project Budget due to unspent
contingency funds, unspent short-term reserves or other budget savings (the “Cost
Savings" as defined in Section 1(f)b.ii. of the Agreement),
PLUS any increase in funding that is committed to the Project after the Closing
Date over and above the funding sources shown on the Project Budget (the
"Increased Sources" as more particularly described and defined in Section 1(f)b.iii.
of the Agreement),
The Final Loan Reduction Calculation due to the Lender equals the sum of 100% of the Returned
Funds, 50% of the Cost Savings, and 50% of the Increased Sources, for a total of:
The amount of the Final Loan Reduction Calculation payable to Lender after subtracting remaining
Lender Retainage, if applicable and approved, per Section 1(f) of the Agreement, is as follows:
The Preliminary Loan Reduction Calculation shall be prepared and updated pursuant to Section 1(f) of the Agreement.
Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the
Agreement.
The undersigned hereby (i) certifies that the Borrower has examined the information included in this Loan Reduction
Certificate and, to the best of the undersigned’s knowledge, it is true, correct and complete, and (ii) submits this Loan
Reduction Certificate to the Lender in order to comply with the terms of the Agreement.
Executed this ____ day of __________________, 20___.
LOAN REDUCTION CERTIFICATE
In accordance with applicable Program Requirements and pursuant to the terms of the Agreement, dated _________,
2025, by and between the District of Columbia, a municipal corporation, acting by and through the D.C. Department of
Housing and Community Development ("Lender") and PBS Property Holdings LLC (“Borrower”):
PBS Property Holdings, LLC K-1
EXHIBIT K
FORM OF NET CASH FLOW
CALCULATION WORKSHEET
[Attached]
DC DHCD - Surplus Cash, Net Cash Flow and Loan Repayment Analysis
[Items in blue and highlighted in yellow are to be completed; Items in black are formula]
[Please use 2019 HUD Chart of Accounts as a reference: https://www.hud.gov/sites/documents/43703C6HSGH.PDF ]
Borrower:
Project Name:
Account Number:
Date of Audit:
Auditor:
# of Units:
SURPLUS CASH
Current Assets Notes:
Cash
Tenant Subsidy due for the Period Covered by
the Financial Statements -
Tenant Security Deposits
Other Current Asset:
Other Current Asset:
Other Current Asset:
Other Current Asset:
Other Current Asset:-
Total Current Assets -$
Current Obligations
Accrued Mortgage Interest -$
Delinquent Mortgage Principal Payments -
Accounts Payable - Trade (due within 30 days) -
Scheduled Payments and Deposits -
Deficient tax. Insurance, or MIP Escrow Deposits -
Accrued Expenses (Not Escrow) -
Prepaid Rents -
Tenant Security Deposits Liability -
Other Current Obligation: -
Other Current Obligation: -
Other Current Obligation: -
Other Current Obligation: -
Other Current Obligation: -
Total Current Obligations -$
-$
-$
-
-
-
-
-
Surplus Cash Available for Distribution
Net Cash Flow Waterfall per Loan Agreement & Deed of Trust Note
Current years Asset Management Fee
Accrued Management Fee
Credit Adjuster Payment or Credit Shortfall Payment
Taxes on income to Equity Investor
Additional funding to Operating and Debt Service Reserves
Partnership Management Fee
Deferred Developer's Fee (Principal and Accrued Interest) -
Other: -
Other: -
Other: -
Other: -
Balance -$
DC DHCD Loan Repayment $0 Cash Flow Percentage 0%
Balance $0
PBS Property Holdings, LLC L-1
EXHIBIT L
MODIFICATIONS TO LOAN AGREEMENT
The following modifications are made to the text of the Agreement that precedes this Exhibit:
1. Section 1.1 Definitions - “P roject” means, collectively, the Improvements located
or to be built on the Property that will be fina nced with the Loan proceeds pursuant to this
Agreement, and used as a rental housing development. The Project definition is modified to add
the following:
The new construction and development of a 6 story building (“ Building”) that will contain 36
units of affordable housing rental units to be constructed upon certain real property located at 145
Kennedy Street, NW, Washington, DC. The Building will also contain approximately 5,546 square
feet of commercial space to be located on the first floor of the Building (the “ Commercial
Component”). After the date of this Agreement, Borro wer intends to subject the Building to a
condominium regime (the “ Condominium”). The Condominium will consist of two (2)
condominium units (each a “ Condominium Unit ”, collectively, the “ Condominium Units ”).
One of the Condominium Units will comprise the Project (the “Project Condominium Unit”) and
the other Condominium Unit will compri se the Commercial Component (the “ Commercial
Condominium Unit”). Promptly following the creation of the Condominium, Borrower intends
to transfer all of its rights, title and interest in and to the Commercia l Condominium Unit to an
affiliate of a member of the mana ging member of Borrower (the “ Commercial Condominium
Unit Owner”). For the avoidance of doubt, Lender and Borrower acknowledge and agree that the
Commercial Condominium Unit is excluded from, and is not a part of, the Property and the Project
from and after the date that the Commercial Condominium Unit is transferred to the Commercial
Condominium Unit Owner. Additionally, Borrower understands and agrees that no proceeds of
the Loan shall be used to finance any development or constr uction costs of the Commercial
Component;
2. Section 2.4 Additional Financing - 2.4.1. is de leted and replaced with the following:
Except for the Senior Loan(s) and the Subordinate Loan(s) ) and unsecured member loans payable
from Net Cash Flow as set forth in the Operating Agreement, Borrower shall not receive any
additional funds from any source, c oncerning this Project without the express written consent of
Lender, except that Borrower shall be permitted to refinance the balance of the Senior Loan at any
time, (i) for not more than the outstanding balance of principal and accrued interest and reasonable
and necessary closing costs, (ii) for a term that does not exceed the rema ining term of the Loan,
and (iii) upon terms that Lender has determined as commercially reasonable and for which Lender
has provided its prior written approval in accordance with th e Program Requirements (which
approval shall not be unreasonabl y withheld, conditioned or de layed). Notwithstanding the
foregoing, Borrower shall be permitted to conver t from its construction financing to permanent
financing without Lender’s consent, but Borro wer must provide written notice to Lender of
conversion from construction financing to permanent financing.
PBS Property Holdings, LLC
RIDER 1
LOW-INCOME HOUSING TAX CREDIT PROVISIONS
This LOW-INCOME HOUSING TAX CREDITS PROVISIONS RIDER (this “LIHTC Rider”)
is attached to and amends the Loan Agreement by and between by PBS Property Holdings, LLC,
a District of Columbia limited liability company (“ Borrower”) and the DISTRICT OF
COLUMBIA, a municipal corporation, acting by and through the Department of Housing and
Community Development (“Lender”), dated as of ______, 2025 (the “Loan Agreement”).
To the extent any provisions of this LIHTC Ride r conflict with any provisions in the body of the
Loan Agreement, the provisions of this LIHTC Ri der shall prevail. Any terms in the body of the
Loan Agreement not in conflict with the provision s of this LIHTC Rider remain in full force and
effect. Any capitalized terms not defined in this LIHTC Rider shall have the meaning given in the
body of the Loan Agreement.
Notwithstanding anything else in the Loan Agreement to which this LIHTC Rider is attached:
1. DEFINITIONS. The following term sha ll be added to the Loan Agreement:
(a) “Equity Investor” means collectively: : RJ MT PBS Property Holdings L.L.C., a Florida
limited liability company, and its permitted successors and assigns.
2. NOTICE.
Lender agrees that, as long as Equity Investor is a member or partner of Borrower, Lender shall
endeavor as a courtesy to Equity Investor to de liver to Equity Investor a copy of any notice of
default that is delivered to Borrower. Equity Investor’s address for such notice purposes is:
RJ MT PBS Property Holdings L.L.C.
c/o Raymond James Affordable Housing Investments, Inc.
880 Carillon Parkway
St. Petersburg, Florida 33716
Email Address: Steve.Kropf@RaymondJames.com
Attention: Steven J. Kropf, President
With a copy to:
Nixon Peabody LLP
Exchange Place
53 State Street
Boston, MA 02109
Attention: Nathan A. Bernard
Email Address: nbernard@nixonpeabody.com
PBS Property Holdings, LLC
Equity Investor may change the address to which notices intended for it are to be directed by means
of written notice given to Lender.
3. OPPORTUNITY TO CURE.
Any cure of any default by Borrower offered by Equ ity Investor shall be treated the same as if
offered by Borrower.