Proposed Contract with 5907 Dix St Condominium LLC to Contract No. 2026-03

MURIELBOWSERMAYOR
December 5,2025
The Honorable PhilMendelson.
Chairman
Councilof the DistrictofColumbia
John A. Wilson Building
1350 PennsylvaniaAvenue, NW, Suite504
Washington,DC 20004

DearChairmanMendelson:
Pursuanttosection451 of the Districtof Columbia Home Rule Act (D.C.OfficialCode §
1-204.51),enclosedforconsiderationand approvalby theCouncilofthe Districtof Columbia is
proposedContractNo. 2026-03 with 5907 Dix St Condominium LLC intheamount of
$12,752,150.00.
Undertheproposedcontract,theDistrictwillloan$12,752,150fromtheHousingProduction
TrustFund(HPTF)to5907DixStCondominiumLLCwhowillusetheHPTFloanproceedstofinancetheeligibleacquisitioncosts,softcostsandconstructionhardcostsassociatedwiththedevelopmentof108unitsofaffordablehousingat5907DixStreet,NE inWard7.
My administrationisavailabletodiscussanyquestionsyoumayhaveregardingtheproposedcontract.Inordertofacilitatearesponsetoanyquestionsyoumayhave,pleasehaveyourstaffcontactChristopherEarley,DeputyDirector,DepartmentofHousingandCommunity
Development,atchris.earley@de.govorat(202)442-7158.

Ilook forward totheCouncil'sfavorableconsiderationof this contract.
Sincerely,
MurfelBoX\ser
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 :

$
The proposed contractor, contract amount, unit and method of
compensation, contract term, and type of contract:
Proposed Contractor: 5907 Dix St Condominium LLC
Contract Amount: $12,752,150
Unit and Method of Compensation: 'UDZ6FKHGXOH
Term of Contract: 42yrs/3% simple interest Type of
Contract: /RDQ$JUHHPHQW

%
The goods or services to be provided, the methods of delivering goods orservices,
and any significant program changes reflected in the proposedcontract:
The Department of Housing and Community Development (DHCD) proposes to
provide a loan to 5907 Dix St Condominium LLC, in the amount of $12,752,150
from the Housing Production Trust Fund for the purpose of financing certain
eligible acquisition costs,soft costs and construction hard costsassociated with the
development of 30 affordable housing units located at 5907 Dix Street NE in Ward
7 ("Dix Street").

&
Results, including the price and technical components:
DHCD received a request for funding from the borrower to be used for the purpose of
financing certain eligible acquisition costs, soft costs and construction hard costs
associated the development of 30 affordable housing units located at 5907 Dix
Street NE in Ward 7.
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:
5907 Dix St Condominium LLC, is the Owner if the Project. All entities involved in the
proposed contractor have no performance concerns related to working on contracts with the
District of Columbia government.
(E) Performance standards and the expected outcome of the proposed contract:
The developers of Dix Street have requested a $12,752,150 Housing Production
Trust Fund loan to finance the production of 30 Homeownership units located at
5907 Dix Street NE in Ward 7.
(F) A certification that the proposed contract is within the appropriated
budget authority for the agency for the fiscal year and is consistent with
the financial plan and budget adopted in accordance with D.C. Official
Code §§ 47-392.01 and 47-392.02:
The loan will be funded through the Housing Production Trust Fund. Attached is
the funding requisition certification that th e financing is consistent with the
District’s financial plan and budget.
(G) A certification that the proposed contract is legally sufficient, including
whether the proposed contractor has any currently pending legal
claims against the District:
A legal sufficiency memorandum from the Office of the General Counsel is attached.
(H) A certification that the proposed contractor is current with its
District and federal taxes or has worked out and is current with a
payment schedule approved by the District or federal government:
District and federal tax law compliance certifications are attached.
Page 2 of 3
(I) The status of the proposed contractor as a certified local, small, or
disadvantaged business enterprise as defined in the Small, Local, and
Disadvantaged Business Enterprise Development and Assistance Act of
2005, effective October 20, 2005 (D.C. Law 16-32; D.C. Official Code §
2-218.01 et seq.):
5907 Dix St Condominium LLC, is not a certified local, small, or disadvantaged business enterprise.
(J) Other aspects of the proposed contract that the Chief Procurement
Officer considers significant:
None
(K) A statement indicating whether the proposed contractor is currently
debarred from providing services or goods to the District or federal
government, the dates of the debarment, and the reasons for
debarment:
The proposed contractor is not currently debarred from providing services or goods
to the District or federal government. A debarment affidavit is attached.
(L) Where the contract, if executed, will be made available online:
The contract summary will be available at www.dhcd.dc.gov.
Page 3 of 3
1101 4th Street, SW
Washington, DC 20024
Date of Notice: September 16, 2025 L0014922267Notice Number:
FEIN: **-***0698
Case ID: 18712784

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
MANNA INC
6856 EASTERN AVE NW SUITE 10
WASHINGTON DC 20012

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

COPY
PROJECT/CONTRACT ELIGIBILITYAFFIDAVIT!
AUTHORIZED REPRESENTATIVE.
THEREBYAFFIRMTHAT|amthePresentandC&O andthedulyauthorizedrepresentativeof 5907OxStCondominiumLLG ‘andthatIpossessthelegalauthoritytomakethisAffidavitonbehalfofmyselfandtheorganizationforwhichIamacting.
CERTIFICATION OF ORGANIZATIONAL REGISTRATION AND TAX PAYMENT.
1FURTHER AFFIRM THAT the organizationnamed above isa Oomestic
corporation,unincorporatedassociationorpartnershipdulyregisteredinaccordancewiththelawsofthe Districtof Columbia and isingood standing.The name and addressof itsresidentagent is:
‘SashaGayeAngus
{6856nEastomAvenue,NW,Suite100,
Washington0620012
1FURTHERAFFIRMTHAT,exceptasvalidlycontested,theorganizationandanyrelatedentities,haspaid,orwillhavepaidallrealproperty,income,andwithholdingtaxesduetothe
DistrictofColumbiapriortoexecutionofanyfundingagreementawardedbytheDistrictof
Columbia.

AFFIRMATION REGARDING BRIBERY CONVICTIONS
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthepastfiveyears,Ihavenotbeenindicted,convictedof,orhavehadprobationbeforejudgment
imposed,orhavepleadednolocontendertoachargeofbribery,attemptedbribery,orconspiracytobribeinviolationofanyDistrictofColumbiaorfederallaw.
AFFIRMATION REGARDING OTHER CONVICTIONS.
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwipastfiveyears,Ihavenotbeenindictedorconvictedofa criminaloffenseincidenttoobtaining,attemptingtoobtain,orperformingapublicorprivatecontract;fraud,embezzlement,theft,forgery,
falsificationordestructionofrecords;receivingstolenproperty;oradmittedinwritingorunderoath,duringthecourseofanofficialinvestigationorotherproceeding,actsoromissionsthatwouldconstitutegroundsforconvictionorliabilityunderanylaworstatutedescribedabove.

AFFIRMATION REGARDING CIVILLIABILITY
1FURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthe
pastfiveyears,neitherInortheaboveorganizationhasbeenfoundcivillyliableforcommissionoffraudora criminaloffenseincidenttoobtaining,attemptingtoobtainorperformingapublicor

'ProjectContractEligibilityAffidavitisalsoknownastheContractAffidavit.
privatecontract;violationoffederalorstateantitruststatutes;commissionofembe:forgery,falsificationordestructionofrecords;makingfalsestatements;orreceivingstolenproperty.
AFFIRMATION REGARDING CURRENT CRIMINAL OR CIVILLIABILITY
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbeliefthatIamnotcurrentlyindictedorotherwisecriminallyorcivillychargedbyagovernmentalentitywithcommissionofanyoftheoffensesenumeratedinthethreeprecedingparagraphsofthisAffidavit.

AFFIRMATION REGARDING DEBARMENT
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwipastfiveyears,Ihavenotbeendebarred,proposedfordebarment,suspended,declaredineliexcludedfromordeterminedineligible(includingbeingissuedalimiteddenialofparticipation)by
anypublicentity.

AFFIRMATION REGARDING DEBARMENT OF RELATED ENTITIES
IFURTHERAFFIRMTHAT(a)theorganizationwasnotestablished,anditdoesnot
operateinamannerdesignedtoevadetheapplicationofordefeatthepurposeofdebarment;and(b)theorganizationisnotasuccessor,assignee,subsidiary,oraffiliateofa suspendedordebarred
organization.

SUBCONTRACT AFFIRMATION
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatneitherI
northeaboveorganization,has knowinglyenteredintoacontractwithapublicbodyunderwhichapersondebarredorsuspendedwillprovide,directlyorindirectly,supplies,services,architectural
services,construction-relatedservices,leasesofrealproperty,orconstruction.

AFFIRMATIONREGARDINGPASTPROJECTPERFORMANCE
IFURTHERAFFIRM,tothebestofmy knowledge,information,andbelief,thatwithinthepastfiveyears,neitherI,northeaboveorganizationanditsrelatedentitieshavewhileactingasasponsor,developer,guarantor,orownerofa projectdevelopmentteambeenremovedasageneralpartnerormanagingmember,asapplicable;hadchronicpastdueaccounts;hadsubstantialliens,judgments,foreclosures,orbankruptcies;hadunresolveddefaults;issuedchronichousingcodeviolations;receivedexcessivetenantcomplaints;failedtoreceiveIRSForm8609foracompletedproject;orfailedtocorrectareportofLow-IncomeHousingCreditAgenciesReportofNoncomplianceorBuildingDisposition(Form8823).

AFFIRMATION REGARDING PAST DHCD PROJECT PERFORMANCE
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatIandtheaboveorganizationanditsrelatedentitiesareincompliancewithallexistingandprioragreements,withDHCDand/ortheDistrictofColumbia,includingmajorhealth,safetyandbuildingcodes.1andtheaboveorganizationanditsrelatedentitieshavenotconsistentlyfailedtoprovideinformationtoDHCDaboutexistingdevelopmentsorotherloanapplications.Withinthepastthreeyears,|andtheabove organizationand itsrelatedentitieshave not had an award terminatedby DHCD or
receivedanunsatisfactoryratingfromDHCDorHUD,ifapplicable.
If theAffiantcannot certifythathe/shenor the above organizationhas not been debarred,
suspended,proposedfordebarment,declaredineligible,excludedfrom,participationinapubliccontract;orcannotcertifythathe/shenortheaboveorganizationhasnotbeenindicted,convicted,
orcivillychargedbyagovernmentalentitywithanoffenseincidenttoobtaining,attemptingtoobtain,orperformingapublicorprivatecontract,fraud,embezzlement,theft,forgery,falsific:ordestructionofrecords;orreceivingstolenproperty;orcannotcertifythatwithinthepastfiveyears,he/she,northeaboveorganizationhasahistoryofremovalfromaprojectdevelopmentteam;substantialliens,defaults,judgments,foreclosures,and/orbankruptcies:he/sheshallprovideanexplanationwiththisAffidavit.An explanationwillnotnecessarilyresultindenialofparticipation
ina RequestforProposalaward.FailuretosubmitthisAffidavitwilldisqualifytheauthorizedrepresentativeandtheaboveorganizationfromaRequestforProposalaward.

CheckhereifanexplanationisattachedtothisAffidavit.

ACKNOWLEDGMENT
1ACKNOWLEDGE THATthisAffidavitistobefurnishedtotheDistrictofColumbiaDepartmentofHousingandCommunityDevelopmentandmaybe distributedtounitsof(a)theDistrictofColumbiagovernment;(b)otherstates;and(c)thefederalgovernment.|furtheracknowledgethatthisAffidavitissubjecttoapplicablelawsoftheUnitedStatesandtheDistrictof
Columbia,bothcriminalandcivil,andthatnothinginthisAffidavitoranyagreementresultingfromthesubmissionofthisproposalshallbeconstruedtosupersede,amend,modify,orwaive,onbehalf
oftheDistrictofColumbia,oranyunitoftheDistrictofColumbiahavingjurisdiction,theexerciseofanystatutoryrightorremedyconferredbytheConstitutionandthelawsoftheDistrictof
Columbiawithrespecttoanymisrepresentationmadeoranyviolationoftheobligations,termsandcovenantsundertakenbytheaboveorganizationwithrespectto(a)thisAffidavit,(b)theprojectproposal,(c)thefundingaward,(d)thefundingcontract,and(e)otherAffidavitscomprisingpartof
the contract.

1DO SOLEMNLY DECLARE AND AFFIRM UNDER THE PENAt OF PERJURY
THAT THE CONTENTS OF THISAFFIDAVITARE TRUEAND CORRECT TOTHE BESTOF
MY KNOWLEDGE, INFORMATION,AND BEL!
te.fgane of Witndss: ‘ignatureof Representati _
pane of eas (pate)ae prea Seer Mag age:

PresidentandCEO.
tok——
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
ated
October 28,2025
fants+
VIA ELECTRONIC MAIL
CommissionerMaryLGaffneyANC705Washington,DC200197C0S@anc.de.gov
Re: MANNA —5907 Dix Street2900,NE
DearCommissionerGaffney,
PursuanttoD.C.OfficialCode§1-309.10(2001ed.),youareherebyinformedthatthe
DepartmentofHousingandCommunityDevelopment(“Department”ot“theDepartment”)
proposestoprovidewithfundinginanapproximateamountof$12,752,150inaHOME loanthatwillbeusedtofinanceacquisition,construction,andrelatedcostsfortheaffordablehousing
projecttobelocatedat5907DixStreetNE,Washington,D.C.
PleasebeadvisedthatAdvisoryNeighborhoodCommission7C05hasthirty(30)businessdaysfromthedateofthisnoticetosubmitcommentsontheproposedaboveaction.DistrictlawrequiresthattheDepartmentgive“greatweight”toallrelevantANCconcemsorrecommendations.Werespectfullyrequestthatanycommentinresponsewaivetheremainderofthestatutory30-dayANCnoticecommentperi

‘TheDepartmentmustreceivecommentsbyDecember11,2025(i.e.,thethirty-businessday
comment period).You must includea referencetothesubjectmatteridentifiedatthetopofthis
noticeinyourresponse.CommentsmaybesentbyemailtoPamelaHillsmanat
pamela.hillsman@dc.govorby mailto:The Departmentof Housingand Community
Development,Officeof theDirector,Attn:Pamela Hillsman,1909 MartinLutherKing Avenue,
S.E.,4 Floor,Washington,D.C.20020.
Ifyouhavefurtherquestionsregardingthisproject,pleasedonothesitatetocontactGuytonHarveyat202-442-7140orguyton.harvey@dc.gov.
took——
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
aedSincerely, be wr
ColleenGreen
Director
“ants+
ce: — Councilmember RobertC. White,Jr.,At-LargeCouncilmember
Councilmember Wendell Felder,WARD 7,CouncilMember
CommissionerCarrieN. Brown, Chairperson7C09,OfficeofAdvisoryNeighborhood
Commissions
Mr. Kent Bose,OfficeofAdvisoryNeighborhoodCommissions
GOVERNMENT OF THE DISTRICTOF COLUMBIA
PROFILE SUMMARY
(CONTRACTsTO 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:5907DixSTCondominiumLLC.
ShouldtheD.C.Councilhaveanyquestionsregardingthisloan/grant/lease,pleasecontact:
ProjectManager:GuytonHarvey ‘TelephoneNumber:202-442-7140
‘TYPE OF DOCUMENT SUBMITTED

1 Oo Loan/Grant/LeaseModification 4. oO Writtenor InformalContract

2. ExereiseofGrantOptionYear(E.0.)| 5.C7 LeaseofRelProperty
3.MEILoan/Grant/LeaseAgreementfor: (other: __
5907DixSTCondominiumLLC

LOAN/GRANTTYPE
Fy oat 4Fy _CostReimbursement
2. MM}LoanPrice$12,752,150 5.[] TimeandMaterial
3. [[]TaskOrder 6.[-] AdvancePayment

Page 1 of4
GRANT/LOAN/LEASEINFORMATION
Grant/Loan/LeaseNo. :_DHCD Amount;__$12,752,150(HPTF)
Caption:5907DixStCondominiumLLC Grant/LoanTerm:42Years
InterestRate:3%,simpleinterest
DoesthisGrant/LoanAmountexceed$1million: Yes No]
Ifyes,pleaseattachacopyoftheDC Councilapprovalandprovidethefollowinginformation:

Datereceived: Dateapproved:
LEASEINFORMATION
LeaseNo TotalCost
Location: AnnualCost
Sq.Fi.Leased: CostPerSq.Ft.
TotalBldg.Sq.

% Sq.Ft.LeasedBy D.C.
BRIEF DESCRIPTION OF GRANT/LOAN/LEASE

SOURCEOFFUNDING
1 Appropriate 4,— Intra-District
O o2] Capital 5.5 Inter-urisdietional
3] Grant © gy Ober:HPT

Ifprocurementactionisfundedbygrantorothernon-capitalornon-appropriatedfunds,willtheDistrictneedtoexpendsomeportionofitsfundspriortoreceivingfundsfromthegrantororotherfundingsource?
C1 yes [MiNo N/A
IfYes,indicatetheamounttheDistrictwillneedtoexpendandthepercentagethisamountrepresentsofthetotalfundsrequiredtosupporttheeffort.DistrictFunds$%,
Page2of4
CRITICALISSUESASSOCIATEDWITHGRANT/LOANACTION
1. IsthisGranvLoanoneofmultiple(morethanone)Grants/Loansforsimilargoods,services,etc,
awardedbytheAgencytothissubrecipient,orrelatedentity,withinthelasttwelve(12)months?
LI Yes Ml no
Havereservedfundsbeenobligatedforpayment?(IfYes,ensuredocumentationisincludedin
Grant/LoanFile)
Mi ves [1]no
3. __IstheFilecomplete?(IfYes,pleaseattachpertinentdocumentation),
Mi ves [1 No
4, IsthesubrecipientasuccessortooraffliatedwithanotherindividualorbusinessthathasGranv/LoanwiththeAgency?
Yes |x]No
IfYes,nameof Predecessor/Affiliate:n/a
5. IsaformerDistrictemployeeanowner,officer,oraffiliateofthesubrecipient?
O ves
IfYes,NameandA:
No

iation:N/A
Pleasediscussanyothercriticalissuessuchastimeconstraints;healthandsafetyissues;or
financial/revenueproductionissuesthatshouldbeknown.
FUTUREINFORMATION/DOCUMENTATIONTOBESUBMITTEDTOAUTHORITY

IFGrant/LoanISAWARDED
1.[7] AwardDate 4 [J ClaimsBy/AgainstGranvLoan
2 Fy BapitionBate 5.[CertifiedCompletionDate
3. Amendments 6 FinalPaymentDateO O

Page3of4
CERTIFICATIONS
|certifythatthisproposedfinancingprovidedbytheDepartmentofHousingandCommunity
Development(DHCD)to5907DixStCondominiumLLCintheamountof$12,752,150fromthe
DistrictofColumbiaHousingProductionTrustFundwillfacilitatea 30unitaffordablehomeownershiphousingdevelopmentlocated5907DixStreet,NE inWard7andisincompliancewiththeapplicabl IandDistrictofColumbiaRegulationsandDHCD’spoliciesandprocedures.
getuf fess
Colleen in
Director,DHCD Date
Uy,lp b, é s UY 2S
ChristopheEarley Date
DeputyDirector,DHCD

ThavereviewedthisProject’sbudgetanddeterminedthatitiswithintheDistrict’sFinancialPlanandBudgetforFY2026andthatfundsareavailabletosupporttheaction.
bialondbyBethanySponerBethanySpooner Date20081118140825-0500
BethSpooner Date
AgencyFiscalOfficer,DHCD
DETERMINATION
IhavereviewedthisProject'sbudgetandhavedeterminedthatitiswithintheDistrict’sFinancial
PlanandBudgetforFY 2026andthatfundsareavailabletosupporttheaction.
Digitallysignedby LeroyClayIII
Lero Cla | lL Date:2025.11.1814:40:33-05'00'
LeroyClay,Ill Date
AssociateChiefFinancialOfficer
EconomicDevelopmentandRegulationCluster
Page4of4
wk==
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
Gfied
October28,2025
<*
VIA ELECTRONIC MAIL
CommissionerMaryLGaffneyANC7C05Washington,DC200197C0S@anc.de.gov
Re:MANNA — 5907DixStreet2900,NE
DearCommissionerGaffney,
PursuanttoD.C.OfficialCode§1-309.10(2001ed.),youareherebyinformedthatthe
DepartmentofHousingandCommunityDevelopment(“Department”or“theDepartment”)
proposestoprovidewithfundinginanapproximateamountof$12,752,150inaHOMEloan
thatwillbeusedtofinanceacquisition,construction,andrelatedcostsfortheaffordablehousing
projecttobelocatedat$907DixStreetNE,Washington,D.C.
PleasebeadvisedthatAdvisoryNeighborhoodCommission7C05hasthirty(30)businessdays
fromthedateofthisnoticetosubmitcommentsontheproposedaboveaction.Districtlaw
requiresthattheDepartmentgive“greatweight”toallrelevantANC concernsor
recommendations.We respectfullyrequestthatanycommentinresponsewaivetheremainderof
thestatutory30-dayANC noticecommentperiod.
‘TheDepartmentmustreceivecommentsbyDecember11,2025(i.e,thethirty-businessday
commentperiod).Youmustincludeareferencetothesubjectmatteridentifiedatthetopofthis
noticeinyourresponse.CommentsmaybesentbyemailtoPamelaHillsmanat
pamela.hillsman(@dc.govorby mailto:The DepartmentofHousingand Community.
Development,OfficeoftheDirector,Attn:PamelaHillsman,1909MartinLutherKingAvenue,
S.E.,4 Floor,Washington,D.C.20020.
Ifyouhavefurtherquestionsregardingthisproject,pleasedonothesitatetocontactGuyton
Harveyat202-442-7140orguyton.harvey@dc.gov.
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT

MEMORANDUM

NOVEMBER 10, 2025

TO: Muriel Bowser, Mayor

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

FROM: Michael E. McMiller
Assistant General Counsel, Department of Housing and Community
Development

RE: Proposed District of Columbia, acting by and through the Department of
Housing and Community Development (“DHCD”), Housing Production
Trust Fund (“HPTF”) loan in an amount not to exceed $12,752,150.00 (the
“Loan”) to 5907 Dix ST Condominium LLC to fund the development of
the property located at 5907 Dix Street, NE, Washington, DC.
______________________________________________________________________________
The proposed Loan is funded by Housing Production Trust Fund (“HPTF”) program monies in
an amount not to exceed Twelve Million Seven Hundred Fifty-Two Thousand One Hundred Fifty
and 00/100 Dollars ($12,752,150.00). The Loan proceeds will finance eligible expenses,
including acquisition costs, soft costs, and construction hard costs, related to the construction of
Thirty (30) for purchase condominium housing units at 5907 Dix Street, NE, Washington, DC
20019 (the “Project”). Restrictive covenants will be placed on the Property and run with the
land, and require that seven (7) units remain continuously affordable to households at or below
60% of the Median Family Income (“MFI”) and twenty-three (23) units will remain continuously
affordable to households at or below 80% MFI, respectively, 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 Michael E. McMiller on
(202) 442-7777.

cc: Colleen Green, Director
Guyton Harvey, Project Manager, DFD
Mikaell Briscoe, Development Finance Office Coordinator, DFD
Gordon Fletcher, Legislative Affairs Specialist

Loan Agreement (Revised Jan. 2023)

LOAN AGREEMENT
between
5907 DIX ST CONDOMINIUM 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. 2025-128
Project Name Dix Homeownership project

Loan Agreement (Revised Jan. 2023) i
TABLE OF CONTENTS
Page
Section 1. Definitions............................................................................................................... 1
Section 2. Loan ........................................................................................................................ 6
2.1. Generally ................................................................................................................. 6
2.2. Making of Payments ............................................................................................... 6
2.3. Use of Loan Proceeds ............................................................................................. 6
2.4. Additional Financing .............................................................................................. 6
Section 3. Reserved .................................................................................................................. 7
Section 4. Requirements and Conditions for Loan Disbursements ......................................... 7
4.1. Initial Disbursement ................................................................................................ 7
4.2. Subsequent Disbursements ..................................................................................... 8
4.3. Final Disbursement ................................................................................................. 8
4.4. Payment Procedures and Requirements .................................................................. 8
4.5. Conditions Precedent to Subsequent Disbursements .............................................. 9
4.6. Retainage............................................................................................................... 11
4.7. Additional Conditions for Final Disbursement ..................................................... 11
4.8. Final Adjustment to Loan After Closing .............................................................. 13
4.9. Insufficiency of Loan Proceeds ............................................................................ 15
4.10. Authorized Disbursements .................................................................................... 15
4.11. Disbursements Not a Waiver ................................................................................ 15
4.12. Stored Materials .................................................................................................... 15
4.13. No Escrow ............................................................................................................. 15
Section 5. Representations and Warranties ............................................................................ 16
5.1. Status ..................................................................................................................... 16
5.2. Authority ............................................................................................................... 16
5.3. No Conflicting Agreements .................................................................................. 16
5.4. Litigation ............................................................................................................... 16
5.5. Financial Information............................................................................................ 16
5.6. Receivership .......................................................................................................... 16
5.7. Tax Returns ........................................................................................................... 17
5.8. Liens on Property .................................................................................................. 17
5.9. Utilities .................................................................................................................. 17
5.10. Roads..................................................................................................................... 17
5.11. Zoning and Land Use. ........................................................................................... 17
5.12. Cost Breakdown .................................................................................................... 17
5.13. OFAC List ............................................................................................................. 17
Section 6. Covenants .............................................................................................................. 18
6.1. Construction of Project ......................................................................................... 18
6.2. Insurance ............................................................................................................... 18
6.3. Accounting/Audit Requirements .......................................................................... 18

Loan Agreement (Revised Jan. 2023) ii
6.4. Inspection .............................................................................................................. 18
6.5. Maintenance and Repair ....................................................................................... 18
6.6. Obstructions .......................................................................................................... 18
6.7. Permits, Licenses .................................................................................................. 18
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 .......................................................................................... 20
6.12. Payment of Obligations......................................................................................... 20
6.13. Notices .................................................................................................................. 20
6.14. Further Assurances................................................................................................ 20
6.15. Fees of Lender’s Agents ....................................................................................... 20
6.16. Performance of Other Agreements ....................................................................... 20
6.17. Acknowledgement of Lender Financing ............................................................... 21
6.18. Property Management ........................................................................................... 21
6.19. Affordability Covenants........................................................................................ 21
6.20. Hazardous Materials Indemnity ............................................................................ 21
Section 7. Default; Remedies ................................................................................................. 22
7.1. Defaults ................................................................................................................. 22
7.2. Remedies of Lender on Event of Default ............................................................. 23
7.3. No Remedy Exclusive; Delays or Omissions; Waiver of Breach......................... 25
Section 8. Additional Local and Federal Requirements Applicable to Borrower ................. 26
Section 9. Conflict Of Interest/ Limit of Liability ................................................................. 29
Section 10. Notice of Non-Discrimination .............................................................................. 29
Section 11. Freedom of Information Act ................................................................................. 29
Section 12. Antideficiency Act Limitations............................................................................. 30
Section 13. Miscellaneous ....................................................................................................... 30
13.1. Reimbursement of Disbursements Made or Other Costs Incurred by Lender ...... 30
13.2. Interest on Additional Payments and Reimbursements ........................................ 30
13.3. Indemnification of Lender .................................................................................... 30
13.4. Nonassignability ................................................................................................... 31
13.5. Liability of Lender ................................................................................................ 31
13.6. No Partnership, Joint Venture, Agency ................................................................ 32
13.7. Waiver of Jury Trial/ Service of Process/ Court Costs ......................................... 32
13.8. No Third Party Beneficiaries ................................................................................ 32
13.9. Counterparts .......................................................................................................... 32
13.10. Notices .................................................................................................................. 32
13.11. Amendment ........................................................................................................... 33
13.12. Survival of Agreements ........................................................................................ 33
13.13. Entire Agreement; Successors and Assigns; Time of Essence ............................. 33

Loan Agreement (Revised Jan. 2023) iii
13.14. Severability ........................................................................................................... 33
13.15. Descriptive Captions; Headings ............................................................................ 33
13.16. Construction .......................................................................................................... 33
13.17. Governing Law ..................................................................................................... 33
13.18. Conflict with Program Requirements ................................................................... 34

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

Riders
Rider 1 Low-Income Housing Tax Credit Provisions

DMFIRM #41903568 v25 A-1
LOAN AGREEMENT
THIS LOAN AGREEMENT (this “Agreement”) is made as of this ____ day of ________,
2025 by 5907 DIX ST CONDOMINIUM 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”).
RECITALS
A. Borrower owns the real property in the District of Columbia located at 5907 Dix
Street, NE, Washington DC;
B. Borrower has applied to Lender for a loan in a total principal amount not to exceed
Twelve Million Seven Hundred Fifty-Two Thousand One Hundred Fifty and 00/100 Dollars
($12,752,150.00) (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:
Section 1. Definitions As used herein:
“Act of Bankruptcy” means the filing of a petition in bankruptcy under the United States
Bankruptcy Code, 11 U.S.C. § 101 et seq. (and all future acts supplemental thereto or amendatory
thereof) or the commencement of a proceeding under any other applicable law concerning
insolvency, reorganization or bankruptcy by or against Borrower or any guarantor, as debtor.
“Affordable Housing Covenant” means that certain Affordable Housing Covenant by
Borrower for the benefit of Lender, which sets forth Borrower’s covenants to sell the Affordable
Units to Qualified Purchasers 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 residential housing unit that is reserved for and sold to Qualified
Purchasers at the applicable income limit for such unit and at prices that are affordable pursuant
to the Affordable Housing Covenant. “Affordable Unit” as used herein has the same meaning as
“Reserved Unit” as used in the HPTF Program Requirements.
“Agreement” has the meaning set forth in the Preamble.

DMFIRM #41903568 v25 A-2
“Architect” means the architect for the Project and its successors and assigns.
“Attorneys’ Fees and Costs” means all reasonable costs and expenses (including, without
limitation, reasonable attorneys' fees and disbursements of Lender's counsel, whether in- house
staff, retained firms or otherwise) incurred by Lender or Trustee (as such term is defined in the
Deed of Trust) in connection with Borrower’s default under the Loan Documents.
“Authority” means any governmental entity having jurisdiction over all or part of the
Property, the Project, or over a party hereto.
“Borrower” has the meaning set forth in the Preamble.
“Change Order” has the meaning set forth in Section 4.5.7.
“Closing Date” means the date of this Agreement.
“Completion Date” means the date which is eighteen (18) months following the date on
which the Lender has issued its Notice to Proceed to Borrower and Contractor, as may be extended
with the prior written consent of Lender.
“Construction Contract” means the agreement to be entered into between Borrower as
owner and the Contractor for the Project.
“Construction Draw Schedule” means the Lender-approved draw schedule attached hereto
as Exhibit C and incorporated herein.
“Contractor” means the general contractor for the Project and its successors and assigns.
“Cost Savings” has the meaning set forth in Section 4.8.1(4).
“Deed of Trust” means the Deed of Trust, Assignment of Leases and Rents and Security
Agreement delivered from Borrower to Lender’s trustee for the benefit of Lender, and will be
recorded in the land records of the District of Columbia to secure the Loan as evidenced by the
Note.
“Draft Loan Reduction Calculation” has the meaning set forth in Section 4.8.1(4).
“Due Diligence and Closing Checklist” has the meaning set forth in the Loan Commitment.
“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, defect-free and free from mechanic’s and materialmen’s liens, and
in accordance with all applicable laws and codes, the Plans and Specifications, the relevant Loan
Documents and all environmental remediation laws, as evidenced by a signed certificate from the
Architect, which certificate may be included as part of the Payment Request delivered to Lender,

DMFIRM #41903568 v25 A-3
indicating that fifty percent (50%) of the construction and/or rehabilitation of the Project, and all
improvements, have been completed in accordance with all applicable laws and codes, the Plans
and Specifications, the relevant Loan Documents and all environmental remediation laws.
“Fifty Percent (50%) Completion Meeting” means the progress meeting convened by
Lender following Fifty Percent (50%) Completion.
“Final Loan Reduction Calculation” has the meaning set forth in Section 4.8.1(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 financing statements, evidencing the Loan, that
shall be recorded in the land and chattel records, as applicable, of the District of Columbia to secure
Lender’s second priority lien on the fixtures and equipment located at the Property.
“Fiscal Year” means the fiscal year of Borrower, which is [January 1 to December 31].
“FOIA” has the meaning set forth in Section 11.1.
“Hazardous Materials ” means any substance (i ) the presence of which requires
investigation, remediation, or special handling under any Federal, state or local statute, regulation,
ordinance, order or policy; or (ii ) is or becomes a “ hazardous substance” or “hazardous waste”
under any F ederal, state or local statute, regulation, ordinance, order or policy, including the
Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 9601 et seq.), as amended from
time to time, or the Comprehensive Environmental Response, Compensation and Liability Act of
1980 (42 U.S.C. § 9601 et seq. ), as amended from time to time; and (iii) without limitation,
includes any lead, oil or petroleum products, polychlorinated bi -phenyls, PCB's, asbestos, urea
formaldehyde foam insulation or radon gas, except as such products are customarily found or used
in similar projects.
“Household” means all persons who will occupy the Affordable Unit, including the
purchaser’s spouse or domestic partner, all children under eighteen (18) years of age, and all other
persons over eighteen (18) years of age who will be occupying the Affordable Unit.
“HUD” means the U.S. Department of Housing and Urban Development.
“Human Rights Act” has the meaning set forth in Section 10.
“Improvements” means all structures or buildings now or hereafter erected or placed on
the Property, together with any and all alterations, additions, accessions and replacements thereof.
“Increased Sources” has the meaning set forth in Section 4.8.1(4).
“Lender” has the meaning set forth in the Preamble.

DMFIRM #41903568 v25 A-4
“Lender Retainage” means , subject to the reduction provided under Section 4.6.3 of this
Agreement, an amount equal to the lesser of ten percent (10%) of the Construction Contract or
ten percent (10%) of the Loan amount that shall be reserved until the final disbursement of Loan
proceeds. As set forth in Exhibit A, the Lender Retainage for this Project is $1,275,215.00.
“Loan” has the meaning set forth in the Recitals.
“Loan Commitment” means Lender’s letter of conditional commitment, and any
modifications thereto. In the event of a conflict in terms between this Agreement and the Loan
Commitment, this Agreement shall control.
“Loan Documents” means, collectively, this Agreement, the Note, the Deed of Trust, the
Affordable Housing Covenant, the Financing Statements, the Loan Commitment and any other
documents required by Lender from Borrower, as a condition precedent to disbursing the Loan
proceeds or to evidence or secure this Loan. All Loan Documents shall be incorporated herein by
reference.
“Loan Term” means the term of the Loan from the Closing Date to the Maturity Date.
“Median Family Income” or “MFI” means the median family income for a Household of
four (4) persons in the “Washington Metropolitan Statistical Area” as periodically published by
HUD, and adjusted for Household size without regard to any adjustments made by HUD for the
purposes of the programs it administers, as may be adjusted by Lender to establish income limits
pursuant to the Program Requirements. MFI is also known as Area Median Income or AMI.
“Note” means that certain Deed of Trust Note made by Borrower, of even date herewith,
as amended, modified, or supplemented from time to time, which evidences Borrower’s promise
to Lender to repay the Loan under the terms and conditions of the Loan Documents.
“Notice” has the meaning set forth in Section 13.10.
“OFAC” has the meaning set forth in Section 5.13.
“Operating Agreement” means the Operating Agreement of Borrower, dated as of
___________, as may be amended.
“OPM” has the meaning set forth in Section 4.7.1.
“Other Contingency Use” has the meaning set forth in Section 4.5.7.
“Payment Request” has the meaning set forth in Section 4.4.
“Permanent Loan Closing Date” has the meaning set forth in Section 4.8.1(4).
“Permitted Transfer” means the transfers permitted in accordance with Section 1.11 of the
Deed of Trust.

DMFIRM #41903568 v25 A-5
“Person” means a natural person, trustee, corporation, partnership, limited liability
company or other legal entity.
“Plans and Specifications” means the plans and specifications approved or to be approved
by Lender for the Project.
“Program Requirements” means the requirements of the Housing Production Trust Fund,
including, but not limited to, the Housing Production Trust Fund Act of 1988, D.C. Law 7 -202,
D.C. Official Code § 42-2801 et seq. (2001 ed.) and 10B DCMR Chapter 41, both the statutes and
regulations, as may be amended from time to time (collectively, the “ HPTF Program
Requirements”).
“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 for-sale 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 Purchasers” means Households whose household income qualifies for the
income limit for the particular Affordable Unit the Household is purchasing, as set forth in the
Affordable Housing Covenant and meets any additional criteria set forth in the Program
Requirements.
“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, as applicable.
“Returned Funds” has the meaning set forth in Section 4.8.1.
“Satisfaction Letter” has the meaning set forth in Section 4.7.9.
“Senior Lender” has the meaning set forth in the Deed of Trust.
“Senior Loan” means any loan from a Senior Lender, as evidenced by a promissory note,
and other instruments, agreements and documents by and between Borrower and Senior Lender,
to evidence, secure or guarantee the repayment of the Senior Loan.
“Senior Loan Documents” means all of the financing documents entered into between
Borrower and the Senior Lender to evidence the Senior Loan.
“Seventy-Five Percent (75%) Completion” means the date on which seventy- five percent
(75%) of the construction and/or rehabilitation of the Project, and all improvements, have been

DMFIRM #41903568 v25 A-6
completed, in a good and workmanlike manner, defect -free and free from mechanic’s and
materialmen’s liens, and in accordance with all applicable laws and codes, the Plans and
Specifications, the relevant Loan Documents and all environmental remediation laws, as evidenced
by a signed certificate from the Architect, which certificate may be included as part of the Payment
Request delivered to Lender, indicating that seventy-five percent (75%) of the construction and/or
rehabilitation of the Project, and all improvements, have been completed in accordance with all
applicable laws and codes, the Plans and Specifications, the relevant Loan Documents and all
environmental remediation laws.
“UCC” has the meaning set forth in Section 7.2.7.
“VAWA” has the meaning set forth in 1)a)i)(1)(a)(y)
Section 2. Loan.
2.1. Generally.
2.1.1. Use and Purpose. Borrower agrees to borrow from Lender, and Lender
agrees to lend to Borrower, the Loan proceeds; such Loan proceeds shall be used by Borrower for
the uses specified in the Project Budget, subject to Section 2.2 herein, and subject to all of the
terms, provisions and conditions of this Agreement.
2.1.2. Expenses and Disbursements Secured by Deed of Trust . The Loan
proceeds, Attorneys’ Fees and Costs (if any) and all other Loan expenses, as and when disbursed
or incurred by Lender, will be secured by the Deed of Trust.
2.2. Making of Payments . All payments (including prepayments) of principal of, or
interest on, the Loan, shall be made in accordance with the terms of the Note. All such payments
shall be made without any set-off or counterclaim, and free and clear of any restrictions or
conditions, and free and clear of and without deduction for or on account of, any present or future
taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any nature now or
hereafter imposed by any governmental or other authority.
2.3. Use of Loan Proceeds . In compliance with and subject to all terms of this
Agreement, Lender will disburse the Loan to or for the account of Borrower. Borrower shall
provide to Lender a cost breakdown, in trade form, and loan budget, which shall be approved by
Lender, in its sole discretion. Lender shall disburse the proceeds of the Loan, so long as no Event
of Default (defined herein) has occurred and is continuing, only for purposes that are permitted by
the Program Requirements, and for no other purposes. Furthermore, the Loan proceeds shall only
be applied to the uses specified in the Project Budget, except as may be modified with the prior
written consent of Lender, which consent shall not be unreasonably withheld, conditioned or
delayed.
2.4. Additional Financing.
2.4.1. Except for the Senior Loan(s) 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,

DMFIRM #41903568 v25 A-7
(i) for not more than the outstanding balance of principal and accrued interest and reasonable and
necessary closing costs, (ii ) for a term that does not exceed the remaining term of the Loan, and
(iii) upon terms that Lender has determined as commercially reasonable and for which Lender has
provided its prior written approval in accordance with the Program Requirements (which approval
shall not be unreasonably withheld, conditioned or delayed).
Section 3. Reserved.
Section 4. Requirements and Conditions for Loan Disbursements . Lender’s obligation to
make any disbursement of Loan proceeds is subject to Borrower’s satisfaction of the following
requirements and conditions, subject in all respects to Section 2.3:
4.1. Initial Disbursement:
4.1.1. If applicable, an initial amount of Loan proceeds shall be disbursed on
the Closing Date in the form of a wire to fund costs that are approved by Lender and eligible to be
paid with Loan proceeds as determined at Lender’s sole discretion, regardless of when the costs
were incurred.
4.1.2. Lender’s obligation to make the initial disbursement of Loan proceeds is
subject to Borrower’s satisfaction of the following requirements and conditions unless waived in
writing by Lender:
(1) Borrower must obtain, at its sole cost and expense, and submit to Lender
evidence that it has satisfied each of the Closing Conditions (as such term
is defined in the Loan Commitment), which shall be subject to Lender’s
review and approval, both as to substance and form, and shall be updated
and effective as of the date hereof.
(2) On or before the Closing Date, Borrower shall have executed and delivered
to Lender the Loan Documents to be executed by Borrower and all other
documents and instruments required from Borrower and Lender in
connection with the Loan.
(3) Lender shall have received an opinion of Borrower’s counsel to the effect
that Borrower is duly organized and validly existing and in good standing
under the laws of the state of its organization, authorized to do business in
the District of Columbia, with full power to own the Project and to execute,
deliver and perform its obligations under this Agreement; that the Loan
Documents executed and delivered for the Loan are valid and legally
binding and enforceable against Borrower in accordance with their
respective terms, subject to laws pertaining to bankruptcy and insolvency;
and opining as to such other matters as may be required by Lender.
(4) The representations and warranties set forth in Section 5 shall be true and
correct in all material respects on and as of the Closing Date, and no Event
of Default shall then exist under this Agreement.

DMFIRM #41903568 v25 A-8
(5) The Deed of Trust and the related UCC financing statements and all other
Loan Documents requiring filing or recordation shall have been filed or
recorded in the appropriate public records as necessary and appropriate to
evidence and perfect the liens and security interests thereby created.
(6) Satisfy the payment and procedures requirements set forth in Sections 4.4.1
– 4.4.4.
4.2. Subsequent Disbursements:
4.2.1. Following the initial disbursement, Lender shall retain the balance of the
Loan proceeds to fund subsequent disbursements in accordance with the Project Budget and the
Construction Draw Schedule, subject to the requirements set forth in Sections 4.4 and 4.5.
4.2.2. Lender will make subsequent disbursements of the Loan proceeds to
Borrower in the form of an Automated Clearing House (ACH) payment.
4.2.3. Lender will make subsequent disbursements of the Loan proceeds to
Borrower in a timely manner, subject to the requirements set forth in Sections 4.4 and 4.5.
4.3. Final Disbursement: The conditions for the final disbursement of Loan proceeds
are further described in Section 4.7, and Lender’s ability to withhold a portion of funds from the
final disbursement is further described in Section 4.8.
4.4. Payment Procedures and Requirements : Borrower shall submit to Lender a
fully executed, complete, and accurate disbursement or draw request package ( the “Payment
Request”), as hereafter described, at least thirty (30) days before the date funding is being
requested. Payment procedures and requirements are as follows:
4.4.1. Borrower’s submission of the Payment Request must document eligible
costs in accordance with the Project Budget and Construction Draw Schedule, as the same may be
adjusted from time-to-time as construction progresses with Lender approval, if applicable.
4.4.2. Borrower shall create and submit Payment Requests in an electronic
format through the DC Vendor Portal or a successor system . The DC Vendor Portal is an online
system that allows Borrower/vendor to create and submit invoice packages by selecting the
applicable purchase order number. All Borrowers/vendors must be registered in the portal prior to
invoice submission. Additional details and instructions are available on the portal website.
4.4.3. Each Payment Request must be submitted in the form of a proper invoice
package to Lender, including all required forms and documents, in accordance with Lender’s most
recent published guidelines. Per Lender’s published guidelines and in accordance with Section 4.5,
Lender may require additional substantiating documentation be included as part of the Payment
Request submitted through the DC Vendor Portal or shared separately utilizing Lender’s cloud
platform for construction period monitoring.
4.4.4. Each Payment Request shall include the Certification of Borrower’s
Representations and Warranties, attached hereto at Exhibit I and incorporated herein, and shall be

DMFIRM #41903568 v25 A-9
submitted through the DC Vendor Portal. The Payment Request shall also contain all details
concerning the Project which Lender reasonably requires, and adequate supporting documentation
to substantiate every expenditure that Lender is requested to fund.
4.4.5. If the Loan proceeds will be used to fund construction costs, the Payment
Request must include a copy of the Contractor’s application for payment to Borrower, signed by
the Architect and confirmed by Lender’s inspector, on notarized AIA Forms G702 and G703 or
other forms acceptable to Lender. The Contractor’s application for payment shall be subject to the
Senior Lender’s retainage requirements, as applicable.
4.4.6. Disbursements shall be made within thirty (30) days of Lender’s receipt
of a proper Payment Request.
4.4.7. Lender shall not be required to disburse more frequently than once every
thirty (30) days.
4.4.8. Regardless of whether Borrower is requesting a disbursement of Loan
proceeds for a particular month, Borrower shall provide Lender with a copy of each disbursement
or draw request submitted to the Senior Lender or other financing parties on a monthly basis. This
copy shall include the monthly application for payment from the C ontractor and documentation
for all other expenditures for which funding from other parties is being requested.
4.5. Conditions Precedent to Subsequent Disbursements . Lender’s obligation to
make any disbursements hereunder shall be subject to the procedures and requirements in
Sections 4.4 and Borrower’s satisfaction of the following conditions, as determined by Lender in
its sole discretion:
4.5.1. Confirmation that any outstanding items on the Due Diligence and
Closing Checklist have been provided to Lender, including final executed and recorded documents
that were not available at the time of initial disbursement. Lender shall be in receipt of a final
electronic closing binder.
4.5.2. Lender has held a preconstruction meeting for the Project and issued a
Notice to Proceed to Borrower and Contractor.
4.5.3. Following Fifty Percent (50%) Completion as determined by the
Architect, Lender shall hold a Fifty Percent (50%) Completion Meeting. The Fifty Percent (50%)
Completion Meeting must be conducted to Lender’s reasonable satisfaction and any outstanding
compliance concerns for the current stage of construction must be addressed before Lender shall
make disbursements subsequent to Fifty Percent (50%) Completion.
4.5.4. Field progress meetings shall be held on a regularly scheduled monthly
basis. Borrower, Contractor, Architect, and all necessary subcontractors shall agree on the
percentage of work completed and in place, and the amount of stored and insured materials on-site
and off-site. Borrower s hall be responsible for notifying all of the parties above of the time and
date of the meeting in advance. If Lender’s representative is unable to attend in person or virtually
to its satisfaction, Lender reserves a right to inspect the work performed for which a disbursement
is sought or otherwise inspect the condition of the Project before providing its approval. If Lender

DMFIRM #41903568 v25 A-10
is unable to complete a physical inspection, date -stamped photographic evidence and/or video
footage that verifies the work completed and billed for in the Payment Request will be required,
in accordance with Lender’s published guidelines.
4.5.5. Lender shall have received such certifications of job progress, in form
satisfactory to Lender, as Lender may request, which shall include the most recent construction
progress report or construction monitoring report, as applicable, meeting minutes , a summary of
the P roject’s recently completed and upcoming construction activities, an updated schedule, a
description of significant Project issues, and the proposed resolution of such issues. Regardless of
whether Lender is being requested to disburse funding for hard costs, Borrower is expected to
submit a copy of the construction progress or construction monitoring report , as applicable, or
minutes to Lender on a monthly basis. In addition, Lender shall have received copies of all other
requested reports and documents, as available, required to satisfy requirements of Lender and other
applicable governmental agencies having jurisdiction over the Project. In this regard, Lender shall
have the right to inspect all books, records and accounts relating to such work, and may, at its
option, require execution by Borrower and any contractors, subcontractors, laborers and
materialmen of such affidavits, endorsements and releases as Lender deems necessary.
4.5.6. Lender shall have received a waiver and release of liens from the
Contractor, acknowledging receipt of payment for prior construction work performed and paid out
of prior Loan disbursements and other sources of funding. Unless waived by Lender, Borrower
shall also deliver to Lender waivers and r eleases of liens from all first- tier subcontractors and
suppliers that have furnished labor, material, or services included in all previous Payment
Requests. In addition, if any mechanic’s liens have been filed, Borr ower shall have given notice
and copies of such liens to Lender.
4.5.7. If Borrower requests payment for any changes to the approved Plans
and Specifications (the “ Change Order”), the Change Order shall have been approved: (i ) prior
to Seventy-Five Percent (75%) Completion, by the Senior Lender before any disbursement of Loan
proceeds; and (ii) after Seventy-Five Percent (75%) Completion, approved by both Lender and the
Senior Lender before any disbursement of Loan proceeds. If Borrower requests payment of soft or
other costs from other Project contingencies or line item savings (“Other Contingency Use”), the
request must be approved by Lender after Seventy-Five Percent (75%) Completion. If requested
by Lender, Borrower shall furnish all necessary Change Order and Other Contingency Use
documentation. Notwithstanding the foregoing, Lender reserves the right to review and approve
the scope and cost of any Change Order and Other 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 applicable, is to be funded with Loan proceeds
or other sources. Lender also reserves the right to withhold disbursement of Loan proceeds if
Lender determines, in its reasonable discretion, that the Project cannot be completed in accordance
with the approved Plans and Specifications with the undisbursed portion of the Loan, but subject
to the right of the Borrower to invest additional capital in the Project to satisfy any such deficiency.
4.5.7. If requested by Lender, Borrower shall provide executed subcontracts or
any other supplemental documents deemed necessary to verify the Payment Request.

DMFIRM #41903568 v25 A-11
4.5.8. Unless waived by Lender, a date-down to its t itle policy at the time of
disbursement, ensuring the continued priority of the Deed of Trust and the absence of any
encumbrances not otherwise constituting a Permitted Encumbrance (as such term is defined in the
Deed of Trust) or permitted under the terms of this Agreement, together with such endorsement
Lender may reasonably require.
4.5.9. If requested by Lender, Borrower shall provide updates on its eff orts to
comply with applicable Federal and local hiring and contracting requirements.
4.5.10. No Event of Default, nor any event or state of facts , which with notice
or passage of time or both would constitute an Event of Default, s hall then exist under the Loan
Documents.
4.6. Retainage
4.6.1. Borrower is required to comply with the general retainage requirements
required by the Senior Lender and the Construction Contract.
4.6.2. The Lender Retainage shall be released in the final disbursement of Loan
proceeds upon satisfaction of the conditions specified in Section 4.7.
4.6.3. Notwithstanding the foregoing, Lender, in its sole discretion, may reduce
the original Lender Retainage amount by fifty percent (50%) after the Fifty Percent (50%)
Completion Meeting has been conducted to Lender’s reasonable satisfaction and any outstanding
compliance concerns for the current stage of construction have been addressed to Lender’s
satisfaction.
4.6.4. Lender’s disbursement of the Lender Retainage is subject in all respects
to the requirements set forth in Sections 4.7 and 4.8.
4.7. Additional Conditions for Final Disbursement . In addition to all other
conditions set forth in this Section 4 , Lender’s obligation to make the final disbursement of the
Loan proceeds, including release of the Lender Retainage, shall be subject to Lender’s receipt of
the following:
4.7.1. Confirmation that the following matters have been addressed to the
satisfaction of the Lender’s Office of Program Monitoring (“OPM”):
(1) All certified payrolls required by Davis -Bacon and the Related Acts have
been submitted to Lender, and all subcontracts demonstrate compliance
without any unresolved wage variances or restitution.
(2) Final accessibility inspections for accessible units and common spaces have
been conducted by OPM.
(3) [Intentionally Omitted.]

DMFIRM #41903568 v25 A-12
(4) There are no outstanding crosscutting compliance violations for District
external agencies such as First Source, apprenticeship, minimum wage and
Certified Business Enterprises.
4.7.2. Updated Form 202, including comparison to the Project Budget as of the
Closing Date . If requested by L ender, satisfactory Change Order and Other Contingency Use
documentation must also be submitted.
4.7.3. Draft third party cost certifications for the Project from Borrower and
Contractor.
4.7.4. Completion of a final, in -person site visit by Lender’s inspector to
confirm all work was completed in accordance with approved P lans and Specifications. Final
approval of the Project in accordance with the Plans and Specifications, as built, is required.
4.7.5. A completed and notarized Contractor’s Certificate and Release Form
from Borrower.
4.7.6. Final waivers and releases of liens from the Contractor and first -tier
subcontractors and suppliers that have furnished labor, material, or services to Project. Conditional
lien releases are acceptable in cases where pending payments will be made upon release of the
Lender Retainage.
4.7.7. The issuance of a final or temporary certificate of occupancy for the
intended, funded use of the Project.
4.7.8. Architect’s Certificate of Substantial Completion (AIA G -704) with
corresponding punch-lists.
4.7.9. A letter of satisfaction from the Architect and Borrower for satisfactory
completion of the Project (the “Satisfaction Letter”). The Satisfaction Letter shall affirm that the
punch-list items associated with the AIA G-704 have been satisfied, or adequate funds reasonably
necessary to pay the costs of completion of remaining punch- list items, if any, as determined by
the Senior Lender, shall have been escrowed in accordance with the Senior Lender’s requirements.
In addition, the Satisfaction Letter shall con firm that certified warranties and related documents
required by the Construction Contract have been provided by the Contractor.
4.7.10. Copies of all permit trade inspection sign -off approvals, including, but
not limited to, electrical, plumbing, mechanical, structural and fire safety.
4.7.11. Documentation that the Project has been registered on the Housing
Locator Website (as such term is defined in the Affordable Housing Covenant).
4.7.12. 2020 Enterprise Green Communities 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.

DMFIRM #41903568 v25 A-13
4.7.14. Receipt of an as -built survey acceptable to Lender, unless waived by
Lender.
4.7.15. Copies of such additional permits and licenses for operation of the
Project, including, but not limited to, the business license for Borrower and its management
company, as may be necessary or required by an Authority.
4.7.16. Performance of all other obligations of Borrower under the Loan
Documents which are to be performed by the Borrower prior to the Completion Date.
4.8. Final Adjustment to Loan After Closing
4.8.1. Lender and Borrower acknowledge and agree that Lender is making the
Loan to provide gap financing to ensure the completion of the Project and, therefore, at Lender’s
discretion the Loan may be reduced, or Lender may require repayment of the Loan without any
prepayment penalty or fee, as follows:
(1) On a dollar ($1.00) for dollar ($1.00) basis for funds that were used for a
temporary purpose to the extent that such funds have been returned to
Borrower (the “Returned Funds”). Such funds include but are not limited
to: refunded deposits and, to the extent refunded, financing fees required by
District agencies, lenders, or other parties.
(2) On a fifty cents ($0.50) for every dollar ($1.00) basis for any other net
reduction in total costs shown in the Project Budget due to unspent
contingency funds, unspent short-term reserves or other budget savings (the
“Cost Savings ”), unless the Cost Savings are utilized to cover an
unanticipated decrease in other Project sources as reflected in an amended
Project Budget. The remaining fifty percent (50%) of Cost Savings shall be
applied in accordance with the Senior Loan Documents or the terms of the
Operating/Partnership Agreement, as applicable.
(3) On a fifty cents ($0.50) for every dollar ($1.00) basis for any increase in
funding that is committed to the Project after the Closing Date over and
above the funding sources shown in the final Project Budget, unless the
increase in funding is obtained from a non- Lender source to cover an
unanticipated increase in the costs of the Project or a decrease in other
sources available for the Project as reflected in an amended Project Budget
(the “Increased Sources”). The remaining fifty percent (50%) of the
Increased Sources shall be applied in accordance with the Senior Loan
Documents, the documents evidencing any subordinate financing 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

DMFIRM #41903568 v25 A-14
Calculation is less than the remaining Lender Retainage, Lender reserves
the right to withhold releasing from the Lender Retainage an amount equal
to such Draft Loan Reduction Calculation, 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 releasing the Lender Retainage and disbursing an
additional amount from the remaining Loan proceeds equal to the amount
by which the Draft Loan Reduction Calculation exceeds the Lender
Retainage, unless Borrower can demonstrate that doing so would result in
a construction/stabilization period funding gap for the Project.
(5) If applicable, Borrower shall update the Draft Loan Reduction Calculation
by submitting a revised Loan Reduction Certificate (the “Final Loan
Reduction Calculation”) at least forty-five (45) days prior to the closing
of the permanent financing or conversion of the Senior Loan to permanent
financing (the “Permanent Loan Closing Date”).
4.8.2. If the Final Loan Reduction Calculation pursuant to this section exceeds
the remaining Lender Retainage, or if the full amount of Lender Retainage has previously been
released, the net amount of Excess Proceeds due to Lender to reduce the Loan shall be paid no
later than the date on which the last residential housing unit is sold to a Qualified Purchaser and
the final executed Loan Reduction Certificate shall be submitted to Lender.

4.8.3. Notwithstanding the foregoing, any loan reduction under this section that
is made after Loan Closing but prior to full disbursement of the Loan proceeds shall be subject to
the consent and approval of the Senior Lender, and other financing parties, as applicable.
4.8.4. Notwithstanding the foregoing, upon the sale of an Affordable Unit by
Borrower to a Qualified Purchaser, (a) Lender shall release the lien of the Deed of Trust against
such Affordable Unit; and (b) Borrower shall be released of all liability under the Loan as it relates
to the conveyed Affordable Unit; and (c) the outstanding principal balance of the Loan shall be
reduced by the amount attributable to such Affordable Unit as set forth in the column titled “HTPF
Loan Release Amount” on the spreadsheet attached hereto as Exhibit M (the “HPTF Loan Release
Amount”).
In addition, at closing on the sale of an Affordable Unit, the Qualified Purchaser
shall execute (a) a note evidencing a loan from Lender to Qualified Purchaser not to exceed the
sales price of the Affordable Unit (“Qualified Purchaser Loan”), and (b) a subordinate Deed of
Trust (subordinate to Qualified Purchaser’s first trust loan) in favor of Lender securing repayment
(as applicable) of the Qualified Purchaser Loan which shall be recorded against the Affordable
Unit (the “Affordable Note” and “Affordable Deed of Trust ”, as applicable) subsequent to the
Deed conveying the Affordable Unit to the Qualified Purchaser. The Affordable Note and
Affordable Deed of Trust shall be in forms prescribed by Lender. Provided Qualified Purchaser
abides by the terms of the Affordable Housing Covenant, Qualified Purchaser will not have a
repayment obligation as to the Qualified Purchaser Loan. In the event of a default by Qualified

DMFIRM #41903568 v25 A-15
Purchaser under the Affordable Housing Covenant, Lender may seek recourse against the
defaulting Qualified Purchaser, but not against Borrower.
Upon closing on the sale of an Affordable Unit, the difference between the HPTF
Loan Release Amount and the amount of the Affordable Note shall be forgiven as to Borrower,
without any charges or penalties imposed, and Borrower shall be relieved of all obligations and
liabilities under the Loan relating to such corresponding Affordable Unit and the attributable HPTF
Loan Release Amount.
4.9. Insufficiency of Loan Proceeds. If at any time during the term of this Agreement,
Lender determines that the remaining undisbursed Loan proceeds are insufficient for any reason
to complete the Project substantially in accordance with the Plans and Specifications, Borrower
shall, within thirty (30) days after receipt of Notice thereof (including a statement of the basis for
such insufficiency) from Lender, deposit with Lender or its designee such sums of money in cash
(from sources other than the Loan) as reasonably are required to eliminate the insufficiency. Any
amount so deposited by Borrower shall stand as additional security for Borrower’s obligations
under this Agreement, and may be disbursed at Lender’s option before any further Loan
disbursements are made hereunder.
4.10. Authorized Disbursements . Notwithstanding any other term of this Section 4,
Borrower hereby irrevocably authorizes Lender, at Lender’s option to make disbursements of Loan
proceeds (i ) jointly to Borrower, Borrower’s construction manager and to any contractor or
materialmen furnishing labor, services or materials in the construction of the Project for any
amounts due them in connection therewith, or (ii) directly to Lender for interest, fees and any other
amounts required to be paid to Lender under the Note or the other Loan Documents. No further
authorization from Borrower shall be necessary for Lender to make such direct disbursements, and
all such disbursements shall satisfy pro tanto Lender’s obligation hereunder and shall be secured
by the Deed of Trust.
4.11. Disbursements Not a Waiver. No disbursement of any Loan proceeds by Lender
shall constitute a waiver of any of the conditions for disbursement contained in this Agreement, or
an obligation of Lender to make further disbursements. If Borrower is unable to satisfy any such
condition, no such disbursement shall have the effect of precluding Lender from thereafter
declaring that inability to be an Event of Default.
4.12. Stored Materials . No disbursements will be made for materials that are not
physically incorporated into the Project, other than for materials actually delivered to the Project
site or off -site, and stored in a place, secured and insured against theft, vandalism and other
damage, all in a manner satisfactory to Lender.
4.13. No Escrow. Any and all Loan proceeds disbursed to Borrower in accordance with
this Agreement mus t be placed in a non- interest bearing account and must be expended in
accordance with Section 4. In no event shall Borrower escrow the Loan proceeds.
4.15. . [intentionally omitted]

DMFIRM #41903568 v25 A-16
Section 5. Representations and Warranties. Borrower represents and warrants to Lender as
of the date hereof, and shall be deemed to represent and warrant as of the date it submits any
disbursement request to Lender hereunder, that:
5.1. Status. Borrower is a Person in good standing under the law s of the District of
Columbia. All representations and warranties made by Borrower in the other Loan Documents are
true, complete and correct in all material respects when made.
5.2. Authority. Borrower has the power and authority to enter into and execute and
deliver this Agreement and each other Loan Document executed and delivered by it, and to incur
and perform the obligations provided for herein and therein (including borrowing and guaranteeing
the Loan, as applicable), all of which have been duly authorized by all proper and necessary action
and all material governmental licenses, authorizations, consents and approvals required. No
consent or approval of any other Person or Authority is required as a condition to the validity or
enforceability of this Agreement or any of such other Loan Documents, or if required it has been
obtained.
5.3. No Conflicting Agreements. There is (a) no provision of any existing mortgage,
pledge, lien, security interest, charge, encumbrance, contract or agreement binding on Borrower
or affecting its property nor any judgment, decree, or order of court binding on Borrower, and
(b) to the best knowledge of Borrower, no law, statute, rule or regulation binding on Borrower or
affecting any of its property, which would conflict with or in any way prevent the execution,
delivery or performance of the terms of this Agreement or of any other Loan Document executed
and delivered by Borrower, or which would be in default or violated as a result of that execution,
delivery or performance.
5.4. Litigation. T here is no litigation, proceeding or investigation, pending or
threatened in writing , which may result in any material and adverse change in the financial
condition, assets, liabilities, business or prospects of Borrower, and Borrower does not know of
any basis for any such litigation, proceeding or investigation.
5.5. Financial Information . To the best of Borrower’s knowledge, a ll 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. To the
best of Borrower’s knowledge, t here are no liabilities, direct or indirect, fixed or contingent, of
which Borrower is aware as of the respective dates thereof 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 obligations of, or made any
investment in or advances to, any Person except as disclosed in such information. Borrower has
good and marketable title to all of its properties and assets, free and clear of encumbrances (other
than as permitted by Lender (including but not limited to the Permitted Encumbrances), except as
reflected in that information.
5.6. Receivership. To the best of Borrower's actual knowledge, there are no actions or
proceedings pending or threatened against Borrower to liquidate or reorganize it or place it into
receivership.

DMFIRM #41903568 v25 A-17
5.7. Tax Returns. Borrower has filed or caused to be filed all (if any) required Federal,
state and local tax returns, and paid all taxes shown on the returns as such taxes have become due.
No claims have been assessed and are unpaid with respect to such taxes, except as shown in the
financial information referred to above.
5.8. Liens on Property. There exists no mortgage, pledge, lien, security interest, charge
or other encumbrances (except as permitted by Lender (including but not limited to the Permitted
Encumbrances)) on or with respect to the Property.
5.9. Utilities. All utility services necessary for the construction and operation of the
Project for its intended purposes are or will be available at the boundaries of the Property, including
water supply of sufficient quantity and pressure, storm and sanitary sewer facilities of adequate
capacities, gas, electric and telephone facilities. Borrower has procured, or hereby agree to use its
best efforts to procure, from the District of Columbia, and other authorities and corporations,
connection and discharge arrangements for the supply of water, gas, electricity and other utilities
and sewage and industrial waste disposal for the operation of the Project.
5.10. Roads. All roads necessary for the full use of the Project for its intended purposes
have either been completed or the necessary rights of way therefor have either been acquired by
Borrower or the appropriate Authority or have been dedicated to public use and accepted by such
Authority or will be so acquired or dedicated within a period of time satisfactory to Lender, and
all necessary steps have been taken by Borrower and such Authority to assure the complete
construction and installation thereof in accordance with law and all applicable governmental
requirements.
5.11. Zoning and Land Use. The Project, and the use of the Project for its intended use,
will not violate any zoning or other ordinance, regulation or law, restrictive covenant or agreement
of Borrower (either now in existence or known by Borrower to be proposed) applicable to the
Property, the Project or its use, and all requirements for such use have been satisfied. Borrower
shall not initiate, join in, or consent to any change in any restrictive covenant, easement, zoning
ordinance or other public or private restriction limiting or defining the uses which may be made
of the Property, the Project or any part thereof.
5.12. Cost Breakdown. The cost breakdown (in trade breakdown form) for the Project
supplied to Lender is complete and accurate as of the date hereof, based on all information now
available to Borrower, and Borrower has no knowledge of any material change in the amount
shown thereon which is likely to occur.
5.13. OFAC List. Borrower, and to the best of Borrower’s knowledge after having made
diligent inquiry, and all persons or entities owning an interest in Borrower (i ) are not currently
identified on the United States Office of Foreign Assets Control (“ OFAC”) List, and (ii) are not
persons or entities with whom a citizen of the United States is prohibited to engage in transactions
by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or
Executive Order of the President of the United States. The OFAC List currently is accessible
through the internet website http://www.treas.gov/offices/eotffe/ofac/sdn/t11sdn.pdf.

DMFIRM #41903568 v25 A-18
Section 6. Covenants. Borrower covenants and agrees that, as long as any part of the Loan
remains unpaid, Borrower will:
6.1. Construction of Project. Cause the Project to be completed substantially in
accordance with the final Plans and Specifications on or before the Completion Date, free and clear
of all liens other than the Deed of Trust and the Permitted Encumbrances (as such term is defined
in the Deed of Trust) . Borrower shall not permit any material changes in the Plans and
Specifications without the prior written consent of Lender and all authorities to whom such Plans
and Specifications are required to be submitted.
6.2. Insurance. At all times during the term of this Agreement, Borrower will maintain
at its sole cost and expense, for the mutual benefit of Borrower and Lender, all of the insurance
specified in Exhibit H, and will not permit any condition to exist on the Property that would
invalidate any part of any insurance coverage required under this Agreement.
6.3. Accounting/Audit Requirements . Maintain complete and accurate records and
documentation of all costs incurred under the Loan in accordance with the instructions of Lender
and organized in a manner that identifies cost categories in the itemized budget.
6.4. Inspection. Permit Lender, its agents and Lender’s inspect or to enter on the
Property at all reasonable times and as often as may be reasonably requested upon reasonable
advance notice , to inspect the Project and all materials to be used in connection with the
construction thereof, and to examine all detailed plans and drawings which are or may be kept at
the construction site and access to the books, records and such other documents of Borrower as
Lender shall reasonably require to inspect, audit and examine the same and to make extracts
therefrom and to make copies thereof. Furthermore, throughout the Loan Term, Borrower must be
prepared for and facilitate monitoring by Lender in compliance with Federal and District
requirements, including, but not limited to, the following: creating, storing and maintaining all
Project records in accordance with Lender’s requirements; permitting desk monitoring, site visits,
and audits; and permitting all inspections of the Project records as Lender deems necessary to
ensure the upkeep and operation of the Project in compliance with District and Federal laws.
6.5. Maintenance and Repair. Keep and maintain the Project and each part thereof in
good condition, working order and repair, make all necessary or appropriate repairs, replacements
and renewals thereto so that each part thereof is at all times in good condition, fit and proper for
the respective purposes for which it was originally intended, erected, or installed, and to ensure
that the security for the Loan is not impaired, and make all necessary or appropriate deposits to a
replacement reserve for the Project.
6.6. Obstructions. Use its reasonable efforts to keep and maintain all parts of the
Project and the sidewalks, curbs and passageways adjoining it in a clean and orderly condition,
free of dirt, rubbish, snow, ice and unlawful obstructions.
6.7. Permits, Licenses. Procure or cause to be procured, any and all necessary permits,
certificates, licenses or other authorizations required for use of the Project as for sale condominium
housing project, and comply with all conditions and requirements necessary to preserve and extend

DMFIRM #41903568 v25 A-19
all rights, licenses, permits, privileges, franchises and concessions now or hereafter applicable to
the Project.
6.8. Structural Injury, Nuisance, Waste and Other Prohibited Uses . Not use or
occupy the Project or knowingly permit it to be used or occupied in any manner which would cause
structural injury to the Project, cause the value or the usefulness of the Project or any part thereof
to diminish (ordinary wear and tear excepted), or constitute a public or private nuisance, or waste.
6.9. Compliance with Laws. Not use or occupy the Project or knowingly permit it to
be used or occupied contrary to any uniformly applicable laws affecting the Project and the
occupancy, operation or use thereof, whether or not any such laws which may be hereafter enacted
involve a change of policy by the Authority enacting them.
6.10. Reporting.
6.10.1. Audited Financial Statements. Within one-hundred twenty (120) days
after the end of each Fiscal Year, the audited balance sheet of Borrower for such year, and the
related audited statements of income, retained earnings and cash flows for such year, each setting
forth in comparative form the figures for the previous Fiscal Year, in reasonable detail and all
prepared in accordance with generally accepted accounting principles , consistently applied,
applicable O ffice of Management and Budget guidelines, and any other applicable F ederal or
District audit requirements , without qualification, by an independe nt 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; and
(7) Annual Owner Certification.
6.10.3. Tax Returns. Within thirty (30) days of the applicable required annual
filing date, including any standard extensions for which Borrower may have validly filed and
copies of which are provided to Lender, complete copies of all Federal and state tax or information
returns of Borrower (including form K -1s and all schedules), certified as true and correct by the
principal financial or accounting officer of Borrower.

DMFIRM #41903568 v25 A-20
6.10.4. Internal Financial Statements . Upon thirty (30) days’ prior written
request from Lender, Borrower’s internal consolidated financial statements for the preceding
financial quarter prepared by Borrower and certified by Borrower’s principal financial or
accounting officer, including a statement of activities, a statement of financial position, a statement
of cash flow, a break- down of gross sales revenues, and during construction, a reconciliation of
expenditures paid with Loan proceeds.
6.10.5. Reserved
6.10.6. Additional Financial Information. Upon thirty (30) days’ prior written
request from Lender, any additional information necessary to evaluate the financial position of the
Project, as reasonably determined by Lender.
6.10.7. Ongoing Project Updates . Upon five (5) days’ prior written request
from Lender, provide Lender with regular Project updates.
6.11. Records and Retention . Keep and maintain at all times complete and accurate
books of account and records (including copies of supporting bills and invoices) adequate to reflect
correctly the operation of the Project or the Property and the use of the Loan proceeds and copies
of all written contracts, leases, and other instruments which affect the Project or the Property. Keep
records for a period of five (5) years from the date that such records are generated. If any litigation,
claim or audit has begun before the expiration of the 5-year retention period, the records shall be
retained no less than five (5) years after all litigation, claims, audits or monitoring findings
involving the records have been resolved and final action taken.
6.12. Payment of Obligations. Pay and discharge at or before maturity all its material
obligations and liabilities, including tax liabilities, the expenses of the Project, and claims for labor,
materials, and supplies that, if unpaid, might become liens on the property of Borrower, except
those being contested in good faith by appropriate proceedings.
6.13. Notices. Promptly give Notice to Lender of (i) all litigation affecting Borrower, the
Property, or any portion of the Project, and (ii) all complaints and charges made by any Authority
having jurisdiction over the Project which may materially delay or require material changes in the
construction of the Project or otherwise impair the security of Lender.
6.14. Further Assurances. On request by Lender, do any act or execute any additional
documents (including security agreements and financing statements on any personalty owned by
Borrower and included or to be included in the Project) reasonably required by Lender to confirm
the lien and security interest of the Deed of Trust, or any other collateral document.
6.15. Fees of Lender’s Agents. Pay Attorneys’ Fees and Costs and the reasonable fees
of Lender’s agents, if any, in connection with the Project or the Loan.
6.16. Performance of Other Agreements . Jointly and severally, duly and timely
perform and observe all covenants, agreements and conditions on its part to be performed or
observed in all material respects.

DMFIRM #41903568 v25 A-21
6.17. Acknowledgement of Lender Financing.
(a) Allow Lender to, or as reasonably approved by Lender, place suitable signage
indicating that the Project is being developed with financial assistance provided by Lender in such
manner as Lender may elect. Any such sign shall be provided at the expense of Lender; provided,
however, that if Lender provides a sign to Borrower, then Borrower agrees to provide a prominent
and suitable location of the display of the sign and to maintain the display of such sign f or the
duration of development or until the Loan ha s been fully satisfied, whichever event shall occur
first.
(b) Ensure that all written or printed materials distributed or posted by Borrower, which
publicize the Project, shall include information that the Project is being funded, partially or fully,
through Lender. Further, announcement of all events that publicize the Project shall acknowledge
funding by Lender. This may include, but is not limited to, social media, newspaper
announcements or advertisements, flyers, postings, any radio and television announcements.
6.18. Reserved
6.19. Affordability Covenants.
(a) Comply in all respects with the Affordable Housing Covenant and sell and maintain
the Affordable Units in accordance with the Affordable Housing Covenant.
(b) Intentionally deleted.
(c) Register any available Affordable Unit with the Housing Locator website
established pursuant to the Affordable Housing Clearinghouse Directory Act of 2008, D.C. Law
17-215, D.C. Official Code § 42- 2131 et seq. As of the date of this Agreement, the Housing
Locator website is www.DCHousingSearch.org.
6.20. Hazardous Materials Indemnity.
(a) Comply with all governmental requirements applicable to Hazardous Materials
(including lead paint) and other environmental, health, fire and safety laws or regulations,
including, but not limited to , the Occupational Health and Safety Act and Americans With
Disabilities Act;
(b) Notify Lender of any notice received by Borrower of any leak, spill or other release
of Hazardous Materials or of any violation of any environmental, health, fire or safety laws or
regulations with respect to the Project or the Property in which event Lender shall be allowed a
right of entry (including the right to conduct tests and take samples from the Project or the
Property) and may, but shall not be required to, remediate the problem if Borrower does not
promptly initiate and diligently pursue such remediation;
(c) If unlawful Hazardous Materials are determined to be located at the Project or on
the Property or another environmental, health, fire or safety law or regulation has been violated
and such violation has been caused by Borrower or its agents, provide Lender with a bond or letter

DMFIRM #41903568 v25 A-22
of credit, or similar financial assurance, satisfactory to Lender, in an amount sufficient to cover
the cost of any clean up or of remediation of the violation, as the case may be; and
(d) Indemnify and forever hold Lender harmless from any loss, claim, damage or
liability arising out of, or in connection with, the unlawful presence at the Project or on the Property
of, or contamination by, any Hazardous Materials or the violation of environmental, health, fire or
safety laws or regulations if such loss, claim, damage or liability was caused by Borrower or its
agents and has occurred since Borrower took title to the Property; provided, however, Borrower
shall have no liability to the extent a ny loss arises as a result of the gross negligence or willful
misconduct of Lender. This indemnification shall survive repayment of the Loan.
(e) Further, Borrower shall pay Lender, upon demand, for all costs reasonably incurred
by Lender in connection with inspecting the Project or the Property with respect to Hazardous
Materials, which Lender may do at any time and from time to time, and/or in connection with
reviewing any Hazardous Material, environmental, health, fire or related safety reports, including
Attorneys’ Fees and Costs, engineering fees and other fees and expenses if such costs are incurred
as a result of actions caused by Borrower or its agents after the date Borrower takes title to the
Property.
Section 7. Default; Remedies.
7.1. Defaults. An “Event of Default” shall be deemed to have occurred under this
Agreement on the occurrence of any one or more of the following events:
7.1.1. Any representation or warranty made herein or any statement or
representation made in any certificate, report or opinion (including legal opinions), financial
statement or other instrument furnished in connection with this Agreement (including requests),
any application materials for the Loan, or any of the other Loan Documents, proves to have been
incorrect in any material respect when made; or
7.1.2. Borrower fails to pay, within ten ( 10) days after the date on which it is
due and payable (a) the principal of, premium, if any, or interest or any other charges or sums on
or under the Note (whether on maturity, on any installment date, after acceleration, after notice of
prepayment, or otherwise), or (b) any other payment required by this Agreement or any of the
other Loan Documents to be paid by Borrower, including, but not limited to, any payments due to
Lender in accordance with the Final Loan Reduction Calculation; or
7.1.3. Borrower fails to duly and promptly perform, comply with or observe
any of the terms, covenants, conditions or agreements contained herein or in the Program
Requirements, other than pertaining to insurance requirements herein for which there shall be no
such cure period, which default remains unremedied for thirty (30) days (or such other cure period
as may be specified herein) after Notice to the non -performing entity thereof, except that if the
default is such that it cannot be corrected within thirty (30) days (or any other cure period specified
herein), it shall not be an Event of Default if, in the opinion of Lender reasonably exercised, the
non-performing entity is taking appropriate corrective action to cure the default and the default
will not, in Lender’s sole judgment, impair the security for the Loan; or

DMFIRM #41903568 v25 A-23
7.1.4. An Act of Bankruptcy occurs with respect to Borrower or any other
guarantor of the Loan and, in the event of an involuntary Act of Bankruptcy, Borrower shall f ail
to obtain a vacation or stay of such proceeding within sixty (60) days after the date filed ; 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 sixty (60) 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 sixty (60) days after the Authority gives it written notice of the requirement; or
if any proceeding is begun or action taken to enforce any remedy for a violation of any requirement
of the Authority or any restrictive covenant affecting the Property and such proceeding is not
stayed, discharged or dismissed within sixty (60) days of the commencement thereof.
7.2. Remedies of Lender on Event of Default. Whenever any Event of Default referred
to in subsection 7.1 has occurred, Lender may refuse to disburse any amounts hereunder, accelerate
the payments due on the Note and declare all other of Borrower’s obligations to be immediately
due and payable, bring suit on the Note, and take such other actions against Borrower as Lender
may deem to be appropriate, as permitted by law. In addition, Lender, in its sole discretion, may
take any one or more of the following remedial steps:
7.2.1. Acceleration. Declare the unpaid principal of the Note and all interest
accrued thereon, together with all other moneys payable hereunder, to be immediately due and
payable, by notice in writing to that effect delivered to Borrower, and on such declaration, all such
moneys shall become immediately due and payable, without protest, presentment, further notice
or demand, all of which are expressly waived by Borrower, at the place of payment provided in
such notice, anything in this Agreement or in the Note to the contrary notwithstanding.
7.2.2. Legal Action. By mandamus or other suit, action or proceeding at law
or in equity, enforce all rights of Lender, and require Borrower to carry out any agreement with or
for the benefit of Lender, and to perform its duties under this Agreement, the Deed of Trust, and
the other Loan Documents; and/or
(1) Bring suit on the Note; and/or
(2) By action or suit in equity enjoin any acts or things which may be unlawful
or in violation of the rights of Lender; and/or
(3) Take whatever action at law or in equity appears necessary or desirable to
collect the payments and other amounts then due and thereafter to become
due or to enforce performance and observance of any obligation, agreement
or covenant of Borrower or any other Person under this Agreement or any
other Loan Document.

DMFIRM #41903568 v25 A-24
7.2.3. Books and Records . Have access to and inspect, examine and make
copies of the books and records and any and all accounts and similar data of Borrower.
7.2.4. Protection of Property . Without resort to judicial process, take such
steps as it deems appropriate to protect the Project or the Property from depredation or injury,
including employment of watchmen or other protective services, and Borrower shall pay any
expenses incurred by Lender in taking such steps.
7.2.5. Completion of Project. Lender shall have no obligation to disburse any
portion of the undisbursed proceeds of the Loan to Borrower. Lender may enter the Project or the
Property for the purpose of causing Borrower’s obligations hereunder to be fulfilled, and for such
purposes Borrower hereby appoints Lender as its lawful attorney -in-fact, with full power of
delegation and substitution, to act for such purpose in its name, to take any or all of the following
actions:
(1) Continue the Project; and/or
(2) Avail itself and procure performance of all contracts theretofore made by
Borrower; and/or
(3) Modify such contracts, or to enter into new contracts with the same or other
contractors, architects, suppliers or agents; and/or
(4) Pay, settle or compromise any bills, claims or liens incurred in connection
with the completion of the Project; and/or
(5) Prosecute or defend any action or proceeding in connection therewith, to
execute such applications and certificates as may be required by
governmental authority or any agreement by Borrower; and/or
(6) Perform any other act and execute and deliver all documents and
instruments as may be appropriate for such purposes; and/or
(7) Use any funds not yet disbursed hereunder or otherwise allocated or made
available therefor to pay the cost thereof, it being specifically agreed that
this power of attorney is a power coupled with an interest which cannot be
revoked for so long as any of the obligations evidenced by the Loan
Documents remain outstanding.
Any disbursement of funds for such purposes shall be deemed disbursements pursuant to this
Agreement and evidenced by the Note. In addition, if it is necessary for Lender to disburse any
amounts in order to accomplish such purposes, Borrower shall reimburse Lender for the amount
of such excess, with interest thereon as provided in Section 8.2, and authorize Lender to apply
funds received from the sale or rental of any portions of the Project to the repayment of such excess
before the same are applied for any other purpose. Any action taken by Lender hereunder may, in
the sole discretion of Lender, be thereafter terminated or changed, and this Agreement or any
action taken hereunder shall in no way be construed as imposing any obligation on Lender to act

DMFIRM #41903568 v25 A-25
or continue to act on the behalf of Borrower or otherwise to complete the Project or fulfill any
obligation of Borrower in connection with the Project.
7.2.6. Possession of Project . Take possession of the Project and have, hold,
manage, lease, sell and operate it on such terms and for such period of time as Lender deems
proper; and collect and receive all rents, income and profits of the Project , with or without taking
possession of the Project, with full power to make from time to time all alterations, renovations,
repairs or replacements thereto as seem proper to Lender, and to apply such rents, income and
profits to the payment of:
(1) The cost of such alterations, renovations, repairs and replacements and
expenses incident to the taking and retaining possession of the Project and
the management and operation thereof and keeping the same properly
insured, and
(2) All taxes and any other encumbrances which may be prior in lien or
payment to the obligations of Borrower hereunder, and
(3) The obligations of Borrower hereunder, together with all costs and
Attorneys’ Fees and Costs, in such order of priority as to any of such items
as Lender in its sole discretion may determine, any law, custom or use to
the contrary notwithstanding.
7.2.7. Repossession of Collateral . Proceed under the District of Columbia
Uniform Commercial Code as to all or any part of the collateral, and in conjunction therewith
exercise all rights, remedies and powers of a secured party under the District of Columbia Uniform
Commercial Code as then in effect in the District of Columbia ( “UCC”), including taking
possession of the collateral pursuant to Section 9-503 of the UCC without resort to judicial process.
If an Event of Default occurs, Borrower shall assemble all of the collateral, and make it available
at the Property. Any notice required by Section 9-504 of the UCC shall be deemed reasonably and
properly given if given in the manner specified for other Notices under this Agreement, at least
fifteen (15) days before any sale or other disposition of the collateral. Disposition of the collateral
shall be deemed commercially reasonable if made pursuant to a public offering advertised at least
twice in a newspaper of general circulation in the community where the collateral is located.
7.2.8. Foreclosure. Declare a default under the Loan Documents and exercise
its rights of foreclosure and other remedies available under the Deed of Trust.
7.3. No Remedy Exclusive; Delays or Omissions; Waiver of Breach. No action taken
pursuant to this Section 7 shall relieve Borrower from its obligations hereunder or under any other
Loan Document, all of which shall survive any such action, and Lender (to the extent provided
above) may take whatever action at law or in equity appears necessary and desirable to collect the
payments and other amounts then due, and thereafter to become due and/or to enforce the
performance and observance of any obligation, agreement or covenant of Borrower hereunder or
of any other Person under any Loan Document.
No remedy herein conferred on or reserved to Lender is intended to be exclusive of
any other available remedy or remedies, but each such remedy shall be cumulative and shall be in

DMFIRM #41903568 v25 A-26
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.
Section 8. Additional Local and Federal Requirements Applicable to Borrower. In
addition to the Program Requirements, Borrower shall f ully comply with the following F ederal
and District requirements as they may be applicable to Borrower , the Project or the Property ,
including implementation of such requirements through handbooks, guides and notices , and all
future updates, changes and amendments thereto applicable to Borrower , the Project or the
Property, as they become effective
(a) Compliance with Equal Opportunity Obligations in Contracts (Affirmative Action
Plan) – Mayor’s Order 1985-85;
(b) Certified Business Enterprise Requirements – D.C. Official Code § 2- 218.46 et
seq.;
(c) D.C. Human Rights Act of 1977 – D.C. Official Code § 2-1401.1 et seq.;
(d) Fair Criminal Record Screening for Housing Act of 2016 – D.C. Official Code
§ 42-3541.01 et seq.;
(e) First Source Program – D.C. Official Code § 2-219.01 et seq.;
(f) Freedom of Information Act – D.C. Official Code § 2-531 et seq.;
[intentionally omitted];
(g) Relocation Assistance – 10B DCMR Chapter 22;
(h) Rental Housing Act of 1985 – D.C. Official Code § 42-3501.01 et seq.;
(i) Rental Housing Conversion and Sale Act of 1980 – D.C. Official Code § 42-
3401.01 et seq.;
(j) Sections 9a and 9b of Historic Landmark and Historic District Protection Act of
1978, as amended – D.C. Official Code § 6-1101 et seq.;

DMFIRM #41903568 v25 A-27
(k) Age Discrimination Act of 1975 – 42 U.S.C. § 6101 et seq. , including, but not
limited to, implementing regulations at 24 CFR Part 146;
(l) Americans with Disabilities Act of 1990 – 42 U.S.C. § 12101 et seq.;
(m) Broadband Infrastructure in HUD -Funded New Construction & Substantial
Rehabilitation – 24 CFR § 891.
(n) Civil Rights Act of 1964 - 42 U.S.C. § 2000d et seq.;
(o) Conflict of Interest – 24 CFR § 570.611;
(p) 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 which construction projects are
assisted through F ederal funded grants, loans, loan guarantees, and insurance. Each
contract subject to Davis-Bacon labor standards requirements must contain in full the labor
standards clauses set forth in 29 CFR § 5.5(a) relating to minimum wages, apprentices and
trainees, withholding, payrolls and basic records, and liabilities and penalties for violations.
The mandatory Davis -Bacon contract provisions , the Federal Labor Standards Contract
Addendum (HUD Form 4010), are attached hereto as Exhibit D and incorporated herein.
The wage determination applicable to this Project is attache d hereto as Exhibit E and
incorporated herein. The mandatory Davis -Bacon labor provisions set forth in Exhibit D
and the wage decision set forth in Exhibit E must be incorporated in the Construction
Contract and each subcontract at any tier.
(a) Each weekly payroll statement required under 29 CFR § 3.3 shall be
delivered by the contractor or subcontractor, within seven (7) days after the regular
payment date of the payroll period, to the Office of Program Monitoring at District
of Columbia Department of Housing and Community Development, 1800 Martin
Luther King, Jr., Ave., SE, Washington, DC 20020. (29 CFR § 3.4).
(b) Each payroll submitted shall be accompanied by a “ Statement of
Compliance,” signed by the contractor or s ubcontractor or his or her agent who
pays or supervises the payment of the persons employe d under the contract. (29
CFR § 5.5(a)(3)(ii)(B)). Upon the request of Lender, Borrower shall provide or
shall cause its c ontractor or subcontractor to provide for Lender’s review, any
contract or subcontract upon which a certified payroll is based;
(q) Equal Credit Opportunity Act - 15 U.S.C. § 1691 et seq.;
(r) Lead Safe Housing Rule (Lead Based Paint) – 24 CFR Part 35;

DMFIRM #41903568 v25 A-28
(s) Governmentwide Requirements for Drug- Free Workplace – 41 U.S.C. § 701 et
seq., including, but not limited to, Federal rules and regulations at 24 CFR Part 2429;
(t) Fair Housing Act of 1968 – 42 U.S.C. § 3601 et seq., including, but not limited to,
implementing regulations at 24 CFR Part 100;
(u) Hatch Act – 5 U.S.C. Chapter 15;
(v) 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;
(w) Nonprocurement, Debarment and Suspension – 2 CFR Part 2424;
(x) Restrictions on Lobbying – 24 CFR Part 87;
(y) Section 3 of the Housing and Urban Development Act of 1968 - 12 U.S.C. § 1701u
et seq., including, but not limited to, implementing regulations at 24 CFR Part 75. In accordance
with Lender’s policy for HPTF loans, during construction of the Project , Borrower shall comply
with and cause its successors, assigns, and agents to comply with 24 CFR Part 75. The Section 3
requirement applies to assistance that exceeds $200,000.00 or where the contract or subcontract
exceeds $1,000,000.00. Borrower shall or shall cause its contractors to include the Section 3
Contract Addendum attached hereto as Exhibit F and incorporated herein in any contracts or
subtracts subject the Section 3 requirements;
(z) 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;
(aa) 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;
(bb) Uniform Administrative Requirements, Cost Principles, and Audit R equirements
for Federal Awards – 2 CFR Part 200;
(cc) Uniform Relocation Act – 42 U.S.C. Chapter 61; and
(dd) Violence Against Women Act (“VAWA”) - 42 U.S.C. § § 13701–14040. Title VI
of the Violence Against Women Reauthorization Act of 2013, Safe Homes for Victims of
Domestic Violence, Dating Violence, Sexual Assault, and Stalking, expanded the applicability of
the Act to the Low Income Housing Tax Credit program. VAWA protects both child and adult
victims of domestic violence, dating violence, sexual assault, and stalking. All owners and
managers shall comply with the requirements of this Act and shall use the applicable VAWA
forms, including, but not limited to , the HUD -5380 Notice of Occupancy Rights under the
Violence Against Women Act, HUD -5381 Model Emergency Transfer Plan for Victims of
Domestic Violence, Dating Violence, Sexual Assault, or Stalking, HUD -5382 Certification of
Domestic Violence, Dating Violence or Stalking, and Alternate Documentation, HUD -5383
Emergency Transfer Request for Certain Victims of Domestic Violence, Dating Violence, Sexual
Assault, or Stalking and HUD-91067 VAWA Lease Addendum.

DMFIRM #41903568 v25 A-29
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 District laws and regulations governing fair housing,
equal opportunity, accessibility and affirmative marketing requirements applicable to the Project
shall be deemed an Event of n Default.
Section 9. Conflict Of Interest/ Limit of Liability
9.1.1. Federal and District laws strictly prohibit any person who exercises or
has exercised any functions or responsibilities with respect to Lender-assisted activities or who is
in a position to participate in a decision making process or gain inside information with regard to
such activities from obtaining a financial interest or benefit from a Lender -assisted activity, or
have a financial interest in any contract, subcontract, or agreement with respect to a Lender -
assisted activity. Further, as it relates to the procurement of supplies, equipment, construction and
services, recipients and subrecipients of loan funds from Lender are held to the conflict of interest
provisions of the Program Requirements. In addition to the general conflict of interest prohibition,
these sections require that fund recipients maintain written standards of conduct governing the
performance of its employees engaged in the award and administration of contracts to address the
prohibition against any real or apparent conflict of interes t. Borrower shall submit a copy of its
conflict of interest policies and procedures to Lender within fifteen (15) days of the Closing Date.
9.1.2. No member, official, or employee of Lender shall be personally liable to
Borrower or any successor in interest in the event of any breach of this Agreement by Lender or
for any amount which may become due to Borrower or its successors or assigns on any obligations
under the terms of this Agreement.
Section 10. Notice of Non-Discrimination. In accordance with the D.C. Human Rights Act of
1977, as amended, D.C. Official Code § 2-1401.01 et seq., (the “Human Rights Act”), the District
of Columbia does not discriminate on the basis of actual or perceived: race, color, religion, national
origin, sex, age, marital status, personal appearance, sexual orientation, gender identity or
expression, familial status, family responsibilities, matriculation, political affiliation, genetic
information, disability, source of income, status as a victim of an intrafamily offense, place of
residence or business, and status as a victim or family member of a victim of domestic violence, a
sexual offense, or stalking. Sexual harassment is a form of sex discrimination, which is also
prohibited by the Human Rights Act and is prohibited by Mayor’s Order 2023- 131 (Sexual
Harassment Policy, Guidance and Procedures). In addition, harassment based on any of the above
protected categories is also prohibited by the Human Rights Act..
Section 11. Freedom of Information Act.
11.1 The District of Columbia Freedom of Information Act of 1976, Pub. L. 90-614 D.C.
Official Code §§ 2-531-539 (the “FOIA ”) provides for the disclosure of public information.
Specifically, the law provides that “any person has a right to inspect, and at his or her discretion,
to copy any public record except as expr essly exempted by the FOIA. Further, a “ public record”
has been defined by the District of Columbia Public Records Management Act of 1985 as “ any
document, book, photographic image, electronic data recording paper, sou nd recording, or other
material regardless of form or characteristic, made or received pursuant to law or in connection

DMFIRM #41903568 v25 A-30
with the transaction of public business by any officer or employee of the District.” D.C. Official
Code § 2-1701(13) (2008). Borrower acknowledges that Lender is subject to the FOIA.
11.2 Information or documentation submitted to Lender pursuant to this Loan, or in
connection with the transaction of the business of Lender, is subject to public disclosure in
response to a FOIA request. Therefore, information that Borrower submits to Lender, if not
specifically exempted by D.C. Official Code § 2-534 of the FOIA, may be disclosed to the public
upon a proper request.
Section 12. Antideficiency Act Limitations . Notwithstanding any other provision of this
Agreement to the contrary, any and all provisions which, may, could or appear to obligate Lender
are and shall remain subject to the limitations of the Antideficiency Act, prescribed under 31
U.S.C. §§ 1341, 1342, 1349 and 1351, as made applicable to the District of Columbia under D.C.
Official Code § 47-105; §§ 47-355.01 – 355.08, as the foregoing statutes may be amended from
time to time (2001 ed.). If such provision(s) shall be in violation of the Antideficienc y Act, that
particular provision, as applicable to Lender, shall be void ab initio but only to the extent that such
provision violates the Antideficiency Act.
Section 13. Miscellaneous.
13.1. Reimbursement of Disbursements Made or Other Costs Incurred by Lender.
If Borrower fails to make any payment or to perform any other of its obligations hereunder, Lender,
after notice to and demand on Borrower, without waiving any default or releasing Borrower from
any of its obligations hereunder, and without being under any obligation to do so, may make such
payment or perform any of the party’s obligations. All amounts so paid by Lender, and all fees and
other costs incurred by Lender, whether in connection with such payment or such performance or
otherwise in connection with its duties and responsibilities under this Agreement and the other
Loan Documents, shall be immediately due and payable by Borrower on demand therefor, as
additional payments hereunder, with interest thereon as provided in Section 13.2. In addition,
notwithstanding anything in this Agreement to the contrary, if Borrower defaults under any term
of this Agreement, and Lender employs attorneys or incurs other expenses for collection of
amounts due hereunder or enforcement of performance or observance of any obligation or
agreement by Borrower herein, Borrower shall on demand therefor pay to Lender all Attorneys’
Fees and Costs.
13.2. Interest on Additional Payments and Reimbursements . Without limiting any
other terms for the payment of interest, additional interest, late charges, premiums or like charges
under the Loan Documents, in any instance in which any sum other than principal, premium (if
any), and interest is due from Borrower to Lender as a direct payment, reimbursement or otherwise,
and no specific provision is made as to the payment of interest thereon or the rate of interest thereon
is not otherwise specified, the sum shall bear interest from the date on which it becomes due until
paid in full at the Default Interest Rate (as defined in the Note).
13.3. Indemnification of Lender.
13.3.1. Claims in Connection with the Project. Except where it is the result of
Lender’s gross negligence or willful misconduct, (a) Borrower shall protect, indemnify, and save

DMFIRM #41903568 v25 A-31
harmless Lender, its employees , agents and representatives against and from all claims incurred
by, or asserted or imposed against, any of them, and any loss or expense (including all Attorneys’
Fees and Costs ) in connection therewith, due to Lender’s participation in the financing of the
Project, any accident, injury (including death) or damage to any Person or property, however
caused, resulting from, connected with or growing out of any act of commission or omission of
Borrower, or any agents, assignees, contractors or subcontractors of Borrower, or any use, nonuse,
possession, occupation, condition, operation, service, design, construction, acquisition,
maintenance or management of, or on, or in connection with, the Project, until this Agreement is
terminated, regardless of whether the claims are against or are sustained by Lender, it employees,
its agents or its representatives; (b) Lender shall not be liable for any damage or injury occurring
during the Loan term to Persons or property of Borrower or any of its agents or any other Person
who or which is on the Property, and Borrower hereby releases Lender from, and agrees that
Lender shall not be liable for, and Borrower, jointly and severally, shall hold Lender harmless
from, any such liability; and (c) Borrower, jointly and severally, may, and if so requested by
Lender, shall undertake to defend, at its sole expense, all claims brought against Lender or any of
Lender’s employees, agents or representatives in connection with any of the matters mentioned in
this subsection, provided that Lender gives Borrower timely Notice of and forwards to Borrower
every demand, notice, summons or other process received concerning any claim within the
purview hereof.
13.3.2. Approvals of Project . No inspections or approvals of the Project by
Lender during or after construction shall constitute a warranty or representation by Lender or any
of its agents as to the technical sufficiency, adequacy or safety of any structure or any of its
component parts, including any fixtures, equipment or furnishings, and such approvals or
inspections shall not constitute such a warranty or representation as to the subsoil conditions or
any other physical condition or feature pertaining to the Project. All acts, including any failure to
act, relating to the Project by any agent, representative or designee of Lender are performed solely
for the benefit of Lender to assure repayment of the Loan, and are not for the benefit of Borrower
or any other Person.
13.4. Nonassignability. Neither the Loan nor any disbursement thereunder may be
assigned by Borrower without Lender’s prior written consent. Neither the Loan nor any
disbursements thereunder shall be subject to the process of any court on legal action by or against
Borrower or its principals, officers, directors or shareholders or by or against anyone claiming
under or through Borrower or its principals, officers, directors or shareholders. For purposes of
this Agreement, the Loan shall remain in the custody of Lender until Borrower complies with all
provisions hereof, except that nothing herein shall be deemed to modify, affect or subordinate the
obligations heretofore given or to be given by Borrower as security for the Loan, all of which shall
be and remain in full force and effect, this Agreement being intended only as additional security
and protection for the Loan and to assure its use for the purposes intended by Lender.
13.5. Liability of Lender . All conditions of the obligations of Lender hereunder,
including any obligation to make disbursements under the Loan, are imposed solely and
exclusively for the benefit of Lender and its successors and assigns, and no other Person shall have
standing to require satisfaction of such conditions in accordance with its terms or be entitled to
assume that Lender will refuse to disburse sums under the Loan in the absence of strict compliance
with any and all thereof. No other Person shall, under any circumstances, be deemed to be a

DMFIRM #41903568 v25 A-32
beneficiary of such conditions, any and all of which may be freely waived in whole or in part by
Lender at any time if in its discretion it deems it desirable to do so.
13.6. No Partnership, Joint Venture, Agency. Borrower and Lender acknowledge that
the relationship between them created hereby and by the other Loan Documents is that of debtor
and creditor and is not intended to be and shall not in any way be construed to be that of a
partnership, joint venture, or principal and agent.
13.7. Waiver of Jury Trial/ Service of Process/ Court Costs . Borrower and Lender
agree that any lawsuit between Lender and Borrower shall be decided by a judge, without a
jury. Borrower agrees to pay all court costs and Attorneys’ Fees and Costs incurred by Lender in
connection with successfully enforcing any provision of this Agreement. Borrower hereby
irrevocably designates Registered Agent, as the true and lawful attorney of Borrower for the
purpose of receiving service of all legal notices and process issued by any court in the District of
Columbia as well as service of all pleadings and other documents related to any legal proceeding
or action arising out of this Agreement. Notwithstanding the above, Borrower shall have the right
to change its Registered Agent, in which event Borrower shall give written notice to Lender of any
such change, including a current address.
13.8. No Third Party Beneficiaries. The terms and provisions of this Agreement are for
the benefit of the parties hereto, and no other person shall have any right or cause of action on
account hereof.
13.9. Counterparts. This Agreement may be signed in counterparts, any of which
together with all executed signature pages shall constitute a fully executed and binding agreement.
13.10. Notices. All notices, requests and demands on the respective parties hereto (each ,
a “Notice”) shall be given in writing, and deemed to have been given three (3) business days after
having been sent to Lender or Borrower, as applicable, at its respective address listed below, by
regular and certified US mail, or one (1) business day after having been delivered by courier or
overnight delivery service to the appropriate party at the address listed below and with receipt for
delivery or refusal of delivery. Copies of notices to the entities listed below to receive copies shall
be sent by regular mail or electronic mail. Any party or entity may change its address to receive
notice or copies thereof by sending a written notice of the change to all other parties or entities
listed below.
If to Lender: D.C. Department of Housing and
Community Development
1909 Martin Luther King Jr. Avenue, S.E.
Washington, D.C. 20020
Attn: Director
with copy to: D.C. Department of Housing and
Community Development
1909 Martin Luther King Jr. Avenue, S.E.
Washington, D.C. 20020
Attn: General Counsel

DMFIRM #41903568 v25 A-33
If to Borrower: 5907 Dix St Condominium LLC
6856 Eastern Ave NW
Washington DC 20012
Attention: Sasha-Gaye Angus

with copy to: Jaclyn Williamowsky, Esq.
Potkin, Williamowsky & Pillay, PLLC
4725 Wisconsin Avenue, N.W. Suite 250
Washington, D.C. 20016

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

DMFIRM #41903568 v25 A-34
citations to legislation herein shall mean for such legislation as of the date hereof, and as may be
amended from time to time in the future.
13.18. Conflict with Program Requirements . In the event of a conflict between this
Agreement and the Program Requirements, the Program Requirements shall control.
[Remainder of page intentionally left blank]

DMFIRM #41903568 v25 A-35
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: Michael E. McMiller
Title: Assistant General Counsel

[Signatures continue on following page]

DMFIRM #41903568 v25 A-36
BORROWER:

5907 DIX ST CONDOMINIUM LLC,
a District of Columbia limited liability company

By: MANNA, INC.,
a District of Columbia nonprofit corporation,
its Sole Member

By: _______________________(SEAL)
Sasha-Gaye Angus, President

DMFIRM #41903568 v25 A-1
EXHIBIT A

SUMMARY OF LOAN TERMS AND PROJECT DETAILS

Project Name: Dix Homeownership
Borrower Name: 5907 Six ST Condominium ___________________________
Project Address: 5907 Dix Street NE, DC
DHCD Project Manager: Guyton Harvey
Funding Round:
Last Updated: Letter of Commitment -

Funding Description
Gap Funding Amount: Amount not to exceed $12,752,150
Tax Credit Allocation: NA
Loan or 9% LIHTC
Increase Approved:
NA
Funding Source(s): X Housing Production Trust Fund (HPTF)
__ HOME Investment Partnerships Program (HOME)
__ Community Development Block Grant Program (CDBG)
__ National Housing Trust Fund (NHTF)
__ Department of Behavioral Health (DBH)
__ Other [Specify]
Product Type: _X_ Loan repayable from Net Cash Flow
__ Grant
Eligible Purpose and
Uses:
X Acquisition (including refinancing an acquisition loan)
X Soft Costs, including Predevelopment and Financing Costs
X New Construction - Hard Costs
__ Rehabilitation - Hard Costs
__ Cash Collateralization of Tax-Exempt Bonds
__ Critical Repairs (only select if acquisition financing only)
__ Other HPTF or federally-eligible costs as defined in the
Development Project Budget (Form 202) [Specify]

• Funds may be used to reimburse predevelopment and acquisition
costs at Lender’s discretion, regardless of when the Project costs
were incurred.
• Eligible uses must be identified and approved in the Form 202.
• Draw schedule will be established prior to the Closing Date.
Loan Term: 42 years from the Closing Date
Interest Rate: 3% simple interest

DMFIRM #41903568 v25 A-2
Accrual starts upon sale of units to home buyers. Only payable upon sale
of units to purchaser not approved by DHCD.
Construction/Stabilization
Period:
18 months for construction plus 15 months for sales
Retainage Amount: $1,275,215 [Ten percent (10%) of the Loan amount] or such lesser
amount as approved by Lender pursuant to Section 4.6.3
Repayment Start: Only upon sale of units to buyers not approved by DHCD.
Repayment Source: The Loan is to be repaid by buyers if they sell their unit to a purchaser
not approved by DHCD.
Recourse: Non-recourse
Collateral Position: Second priority deed of trust on the Property and Project, including all of
Borrower’s right, title and interest in the land, improvements, rents and
leases, fixtures, personalty and all collateral located on or used in
connection with the Project.
Tax-Exempt/Taxable
Bonds/ State and Federal
LIHTC:
__ 4% Low Income Housing Tax Credits (LIHTC) – Amount: [$]
__ 9% Low Income Housing Tax Credits (LIHTC) – Amount: [$]
__ State Low Income Housing Tax Credits (DC LIHTC) – Amount: [$]
__ Short-term Bonds – Estimated Amount: [$]
__ Long-term Bonds – Estimated Amount: [$]
_x_ None
Other Subsidies Awarded
Through RFP:
__ Local Rent Supplement Program (LRSP)
__ Annual Contributions Contract (ACC) (Public Housing Operating
Subsidy)
__ Department of Human Services (DHS) Permanent Supportive
Housing (PSH) Case Management Supportive Services
Other Non-RFP or
Existing Subsidies:
__ Section 8 Project-Based Subsidy (i.e., PBV or PBRA HAP contract)
__ Rental Assistance Demonstration (RAD) conversion or transfer of
assistance
__ Annual Contributions Contract (ACC) (Public Housing Operating
Subsidy)
__ Department of Behavioral Health operating subsidy
__ Nonprofit Affordable Housing Developer Tax Relief
X Other: Amazon/NHT Grant, Manna secured grants
District Land: ___ PADD ____ DMPED
Project Description/Application Commitments
Project Type: 30 Production __ Preservation __ Preservation and Production 30 Net
30 New Units Totaling
__ Rental _X__ Homeownership __ Limited Equity Cooperative

Total Units in Project: 30 units
Total Affordable Units in
Project:
30
LIHTC Set-Aside
Election:
__ 40% of Units at 60% MFI
__ 20% of units at 50% MFI
__ Average Income (See Average MFI in Table 2)

DMFIRM #41903568 v25 A-3
_x_ N/A
Affordability Period
Restriction:
HPTF:
_X_ Perpetual __ 99 years __ 62 years __ 52 years __ 42 years
• Commences on the Closing Date
• The Affordability Period shall be automatically extended if
necessary, to insure that it will not be less than forty (40) years (or
the above committed affordability period) from the Placed in
Service Date

LIHTC: NA
_Perpetual __ 99 years __ 60 years __ 50 years
__ 40 years (minimum requirement starting 2021) __ 30 years
• Commences with the first year of the tax credit period

Federal Funds:
[ ] years from the Closing Date

__ Use of Ground Lease Structure: [ ] years

Leverage: $ 84,288 Minimum Deferred Developer Fee Commitment
$ 0 Minimum Sponsor Loan/Other Owner Subsidy Commitment
$ 7,900,000 Other: Construction Loan
$1,926,000 Other: Grants
50% DHCD Participation (Overall leverage) $845,743 per unit
50% Subsidy Leverage (eligible non-RFP sources)
Unit Affordability Mix
and Applicable
Program(s):
See table below
Income Levels Served: 76% Weighted Average MFI Served
Mixed-Income: Inclusion of 20%+ Market Rate Units: ___ Yes _x__ No
Minimum of 10% of units in three of the following income categories:
X Yes ___ No
• 6 units – 60% MFI
• 24 units - 80% MFI
Permanent Supportive
Housing (PSH):
__ 20% __ 10% __5% _____ PSH units
X None __ Other: [Specify]
__ DBH Units
__ Scattered Site __ Limited Site-Based __ Site-Based
Office Space Required? ___ Y ___ N
Security Plan Required? ___ Y ___ N
Family-Oriented Units: 50% 2+ Bedroom units 40% 3+ Bedroom units

DMFIRM #41903568 v25 A-4
Programs to Address
Additional Barriers to
Housing:
___ Returning citizens ___ Households of unknown immigration
status ___ Residents with developmental or intellectual disabilities
___ Residents with diverse language needs ___ Youth aging out of
foster care ___ Housing for Persons With AIDS
Housing for Seniors and
People with Disabilities:
___ Assisted Living that accommodate seniors and people with
disabilities
___ Independent Living that accommodate seniors and people with
disabilities
___ Age restricted housing 55+
___ Provision of twice the number of accessible and audio/visual units
as required by Section 504

Provision of Wealth-
Building Opportunities:
X Immediate homeownership opportunities
X Designation as DBE, ROB, or led or controlled by individuals
designated as socially disadvantaged per SBA
___ Structured to transfer to tenant ownership after the initial 15-year
compliance period
Vacancies filled from
Section 8 and Public
Housing Waiting List:
___Yes _X___No
Qualified Non-Profit
Majority Owner with
ROFR:
___Yes ___ No
X N/A for non-LIHTC projects
Right to seek a Qualified
Contract waived:
___Yes (No is not an option)
___ N/A for non-LIHTC projects
_X__ Not applicable
Green Design and
Building Threshold
Requirements
Minimum Green Building Certification Required:
____ 2020 Enterprise Green Communities Criteria (EGC) (rehabilitation
projects of any size and new construction buildings less than 50,000 sf)
X 2020 Enterprise Green Communities Criteria Plus (EGC+) (new
construction buildings with at least 50,000 sf)
____ Level 1 Accelerated Savings Recognition Alternative Compliance
Pathway (ACP) Option for compliance with DOEE’s BEPS
(rehabilitation projects of at least 50,000 sf if not waived by DOEE due
to current compliance)
____ Other (with DHCD approval): [Specify]___________________

Solar Ready: ___Yes (No is not an option)
Solar Included: ___Yes X No

Resilient Buildings and
Innovative Design:
Advanced Certification(s) or Innovative Design Features Pursued:
____ 2020 Enterprise Green Communities Criterion 5.4 Achieving Zero
Energy
____ 2020 Enterprise Green Communities Plus (EGC Plus)
(rehabilitation projects of any size and new construction buildings less
than 50,000 sf)
____ TRUE Zero Waste Certification

DMFIRM #41903568 v25 A-5
____ Whole Building Life-Cycle Assessment (LCA) Supported Low-
____ Embodied Carbon Design
____ Enterprise Green Communities Criterion 5.10 Resilient Energy
Systems: Critical Loads
____ Mass-Timber Construction; and/or Modular Construction
____ Building Electrification (no on-site combustion)
____ 1.7-inch stormwater retention
____ Universal Design Standard
Resident Services and
Community-Oriented
Amenities:
X Per Resident Services Plan
Budget Source (check all that apply): ___ Developer Fee ___
Fundraising X Operating Budget ___ Other
Services Offered (check all that apply):
____ Training & Educational Programming – Academic and Economic
Empowerment
____ Training & Educational Programming – Environment, Health and
Wellness
X Resident Involvement and Organizational Capacity-Building
____ Onsite Daycare Services
Community Amenities (check all that apply):
____ High Speed Internet (at least 5 years at no charge; entire building)
____ Playground ____ Daycare/Preschool
____ Community/Multi-purpose Room ____ Fitness Center
____ Onsite Grocer/Farmers Market/Food Provision/Garden
____ Health Facility Onsite

Workforce Development
and CBE Participation:
X A local apprenticeship program exceeding minimum apprenticeship
hours worked by DC residents by 10% or more
X Exceeding the District s First Source Hiring requirement by 10% or
more
X Certified Business Enterprise (CBE) participation of 50% or more

Other Project Features: ____Commercial Space(s): ______ SF
____Resident/Community Amenity Spaces: ____________ SF
X Parking Spaces: 7 # of spaces
____ Other: [Describe]
____ Utilization of Condo or Tax Lot Regime for Ineligible Uses
Additional Explanation: __________________________________
Development Team Members
Developer/Sponsor: Developer/Sponsor 1: Manna, Inc
Developer/Sponsor 2 (if applicable):
General
Partner/Managing
Member:
Non-Profit Member (100%):
For-Profit Member ( %):

General Contractor: Orion Habitats
Architect: PGN/Michael Graves
Management Agent: Manna, Inc
Development Consultant: None

DMFIRM #41903568 v25 A-6
Construction Manager/
Owners Representative:
District Building Group
Supportive Services
Provider (PSH):
None
Resident Services
Provider (Property-wide):
Manna, Inc
Other:

DMFIRM #41903568 v25 A-7
Unit Affordability Mix and Applicable Program(s)
Table 1

DMFIRM #41903568 v25 B-1
EXHIBIT B
PROJECT BUDGET
[Attached]

DMFIRM #41903568 v25 C-1
EXHIBIT C
CONSTRUCTION DRAW SCHEDULE
[Attached]

DMFIRM #41903568 v25 D-1
EXHIBIT D
FEDERAL LABOR STANDARDS CONTRACT ADDENDUM
[Attached]

DMFIRM #41903568 v25 E-1
EXHIBIT E
DAVIS-BACON WAGE DETERMINATION
[Attached]

DMFIRM #41903568 v25 F-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 or where the contract or subcontract exceeds $100,000.00.
All Section 3 covered contracts must include the following clause in its entirety.
Noncompliance with HUD’s regulations in 24 CFR part 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 subcontractor where
the contractor has notice or knowledge that the subcontractor has been found in
violation of the regulations in 24 CFR part 75.

DMFIRM #41903568 v25 F-2
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.

DMFIRM #41903568 v25 G-1
EXHIBIT G
DEVELOPMENT TEAM DEBARMENT AFFIDAVIT
[Attached]

DMFIRM #41903568 v25 H-1
EXHIBIT H
INSURANCE REQUIREMENTS
(To be attached)

DMFIRM #41903568 v25 J-1
EXHIBIT I
CERTIFICATION OF BORROWER’S REPRESENTATIONS AND WARRANTIES

[Attached]

DMFIRM #41903568 v25 J-2
EXHIBIT J
FORM OF FINAL LOAN
REDUCTION CERTIFICATE
[Attached]

DMFIRM #41903568 v25 K-1
EXHIBIT K
FORM OF NET CASH FLOW
CALCULATION WORKSHEET

Not applicable

DMFIRM #41903568 v25 L-1
EXHIBIT L
MODIFICATIONS TO LOAN AGREEMENT
Not Applicable

DMFIRM #41903568 v25 M-1
EXHIBIT M
HPTF LOAN REDUCTION AMOUNT
[Attached]

DMFIRM #41903568 v25