Proposed Contract No. 2026-05 with 2151 California Associates LLC

MURIEL BOWSER
MAYOR
June 18, 2026
Honorable Phil Mendelson
Chairman
Council of the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue, NW, Suite 504
Washington, DC 20004
Dear Chairman Mendelson:
Pursuant to section 451 of the District of Columbia Home Rule Act (D.C. Official Code §
1-204.51 ), enclosed for consideration and approval by the Council of the District of Columbia is
proposed Contract No. 2026-05 with 2151 California Associates LLC in the amount of
$14,222,891.
Underthe proposed contract, the District will loan $14,222,891 from the Housing Production Trust
Fund (HPTF) to 2151 California Associates LLC, who will use the HPTF loan proceeds to finance
the eligible acquisition costs, predevelopment costs, soft costs and rehabilitation construction hard
costs associated with the development and preservation of 23 affordable rental housing units
located at 2151 California Street NW in Ward 2.
My administration is available to discuss any questions you may have regarding the proposed
contract. In order to facilitate a response to any questions you may have, please have your staff
contact Christopher Earley, Deputy Director, Department of Housing and Community
Development, at chris.earley@dc.gov, or at (202) 442-7158.
I look forward to the Council's favorable consideration of this contract.
GOVERNMENT OF THE DISTRICT OF COLUMBIA
Department of Housing and Community Development

COUNCIL CONTRACT SUMMARY
Pursuant to section 202(c) of the Procurement Practices Reform Act of 2010, effective April
8, 2011 (D.C. Law 18-371; D.C. Official Code §2-352.02(c)), the following contract
summary is provided:
(A) The proposed contractor, contract amount, unit and method of compensation, contract
term, and type of contract:
Proposed Contractor: 2151 California Associates LLC

Contract Amount: $14,222,891

Unit and Method of Compensation: Draw Schedule
Term of Contract: 43 years / 3% Simple Interest
Type of Contract: Loan Agreement
(B) The goods or services to be provided, the methods of delivering goods or services, and
any significant program changes reflected in the proposed contract:
The Department of Housing and Community Development (DHCD) proposes to
provide a loan to 2151 California Associates LLC in the amount of $14,222,891 from
the Housing Production Trust Fund for the purpose of financing eligible acquisition
costs, predevelopment costs, construction hard costs and soft costs associated with the
redevelopment of the property located at 2151 California Street, N.W. Washington, DC
in Ward 2 (“The Bobbi”).
(C) Results, including the price and technical components:
DHCD received a request for funding from the borrower to be used for the purpose of
financing eligible acquisition costs, predevelopment costs, construction hard costs and
soft costs associated with the property located at 2151 California Street, N.W.
Washington, DC in Ward 2 (“The Bobbi”).

Page 1 of 3

(D) The background and qualifications of the proposed contractor, including
its organization, financial stability, personnel, and prior performance on
contracts with the District government:

The borrowing entity is 2151 California Associates LLC, an affiliate of
The NHP Foundation.

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

The proposed DHCD loan proceeds will be used to provide a loan to 2151
California Associates LLC in the amount of $14,222,891 from the Housing
Production Trust Fund for the purpose of financing eligible acquisition
costs, predevelopment costs, construction hard costs and soft costs
associated with the property located at 2151 California Street, N.W.
Washington, DC in Ward 2.

The project is consistent with DHCD’s goal of preserving and producing
affordable housing for low-to-moderate income residents. Additionally, the
borrower is required to fulfill all conditions as set forth in the loan
agreement within the agreed upon time frames. Failure to fulfill the terms of
the loan agreement will constitute default.

(F) A certification that the proposed contract is within the appropriated
budget authority for the agency for the fiscal year and is consistent with the
financial plan and budget adopted in accordance with D.C. Official Code
§§ 47-392.01 and 47-392.02:

The loan will be funded through the Housing Production Trust Fund.
Attached is the certification that the proposed loan agreement is consistent
with the District’s financial plan and budget.

(G) A certification that the proposed contract is legally sufficient, including
whether the proposed contractor has any currently pending legal claims
against the District:

A legal sufficiency memorandum from the DHCD 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.):
2151 California Associates 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: May 19, 2026 L0016582702Notice Number:
FEIN: **-***5214
Case ID: 18952959

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
2151 CALIFORNIA ASSOCIATES LLC
122 E 42ND ST STE 4900
NEW YORK NY 10168-0002

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,
IHEREBY AFFIRM THAT I am theSeniorVicePresidentofTheNHP Foundation and the duly
authorizedrepresentativeof2151 CalfomiaAssociatesLC andthatIpossessthelegal
authorityto make thisAffidaviton behalfof myself and theorganizationforwhich Iam acting.

CERTIFICATION OF ORGANIZATIONAL REGISTRATION AND TAX PAYMENT
IFURTHERAFFIRMTHATtheorganizationnamedaboveisaDomeste
corporation,unincorporatedassociationorpartnershipdulyregisteredinaccordancewiththelawsof
theDistrictofColumbiaandisingoodstanding.Thenameandaddressofitsresidentagentis:
UniversalRegisteredAgents,Inc.
100HSteetNW,Suite840
Washington,0020005
IFURTHERAFFIRMTHAT,exceptasvalidlycontested,theorganizationandanyrelated
entities,haspaid,orwillhavepaidallrealproperty,income,andwithholdingtaxesduetothe
DistrictofColumbiapriortoexecutionofanyfundingagreementawardedbytheDistrictof
Columbia.
AFFIRMATION REGARDING BRIBERY CONVICTIONS
LFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthe
pastfiveyears,Ihavenotbeenindicted,convictedof,orhavehadprobationbeforejudgment
imposed,orhavepleadednolocontendertoachargeofbribery,attemptedbribery,orconspiracyto
bribeinviolationofanyDistrictofColumbiaorfederallaw.
AFFIRMATION REGARDING OTHER CONVICTIONS
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthe
pastfiveyears,Ihavenotbeenindictedorconvictedofa criminaloffenseincidenttoobtaining,
attemptingtoobtain,orperformingapublicorprivatecontract;fraud,embezzlement,theft,forgery,
falsificationordestructionofrecords;receivingstolenproperty;oradmittedinwritingorunder
oath,duringthecourseofanofficialinvestigationorotherproceeding,actsoromissionsthatwould
constitutegroundsforconvictionorliabilityunderanylaworstatutedescribedabove.
AFFIRMATION REGARDING CIVILLIABILITY
1FURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthe
pastfiveyears,neitherInortheaboveorganizationhasbeenfoundcivillyliableforcommissionof
fraudoracriminaloffenseincidenttoobtaining,attemptingtoobtainorperformingapublicor
»Project/ContractEligibilityAffidavitisalsoknownastheContractAffidavit.

privatecontract;violationoffederalorstateantitruststatutes;commissionofembezzlement,theft,
forgery,falsificationordestructionofrecords;makingfalsestatements;orreceivingstolenproperty.
AFFIRMATION REGARDING CURRENT CRIMINAL OR CIVILLIABILITY
1FURTHERAFFIRM,tothebestofmyknowledge,information,andbeliefthatIamnot
currentlyindictedorotherwisecriminallyorcivillychargedbyagovernmentalentitywith
‘commissionofanyoftheoffensesenumeratedinthethreeprecedingparagraphsofthisAffidavit.
AFFIRMATION REGARDING DEBARMENT
1FURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthe
pastfiveyears,Ihavenotbeendebarred,proposedfordebarment,suspended,declaredineligible,
excludedfromordeterminedineligible(includingbeingissuedalimiteddenialofparticipation)by
anypublicentity.
AFFIRMATION REGARDING DEBARMENT OF RELATED ENTITIES
IFURTHERAFFIRMTHAT(a)theorganizationwasnotestablished,anditdoesnot
operateinamannerdesignedtoevadetheapplicationofordefeatthepurposeofdebarment;and(b)
theorganizationisnotasuccessor,assignee,subsidiary,oraffiliateofasuspendedordebarred
organization.

SUBCONTRACT AFFIRMATION
IFURTHER AFFIRM, to the bestof my knowledge, information,and belief,thatneitherI
northeaboveorganization,hasknowinglyenteredintoacontractwithapublicbodyunderwhicha
persondebarredorsuspendedwillprovide,directlyorindirectly,supplies,services,architectural
services,construction-relatedservices,leasesofrealproperty,orconstruction.
AFFIRMATION REGARDING PAST PROJECT PERFORMANCE,
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthe
pastfiveyears,neitherI,northeaboveorganizationanditsrelatedentitieshavewhileactingasa
sponsor,developer,guarantor,orownerofa projectdevelopmentteambeenremovedasageneral
partnerormanagingmember,asapplicable;hadchronicpastdueaccounts;hadsubstantialliens,
judgments,foreclosures,orbankruptcies;hadunresolveddefaults;issuedchronichousingcode
violations;receivedexcessivetenantcomplaints;failedtoreceiveIRSForm8609foracompleted
project;orfailedtocorrectareportofLow-IncomeHousingCreditAgenciesReportof
NoncomplianceorBuildingDisposition(Form8823).

AFFIRMATIONREGARDINGPASTDHCD PROJECTPERFORMANCE
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatIandthe
aboveorganizationanditsrelatedentitiesareincompliancewithallexistingandprioragreements
withDHCD and/ortheDistrictofColumbia,includingmajorhealth,safetyandbuildingcodes.1
andtheaboveorganizationanditsrelatedentitieshavenotconsistentlyfailedtoprovideinformation
toDHCD aboutexistingdevelopmentsorotherloanapplications.Withinthepastthreeyears,Iand
theaboveorganizationanditsrelatedentitieshavenothadanawardterminatedbyDHCDor
receivedanunsatisfactoryratingfromDHCD orHUD,ifapplicable.

IftheAffiantcannotcertifythathe/shenortheaboveorganizationhasnotbeendebarred,
suspended,proposedfordebarment,declaredineligible,excludedfrom,participationinapublic
contract;orcannotcertifythathe/shenortheaboveorganizationhasnotbeenindicted,convicted,
orcivillychargedbyagovernmentalentitywithanoffenseincidenttoobtaining,attemptingto
obtain,orperformingapublicorprivatecontract,fraud,embezzlement,theft,forgery,falsification
ordestructionofrecords;orreceivingstolenproperty;orcannotcertifythatwithinthepastfive
years,he/she,northeaboveorganizationhasahistoryofremovalfromaprojectdevelopmentteam;
substantialliens,defaults,judgments,foreclosures,and/orbankruptcies;he/sheshallprovidean
explanationwiththisAffidavit,Anexplanationwillnotnecessarilyresultindenialofparticipation
inaRequestforProposalaward.FailuretosubmitthisAffidavitwilldisqualifytheauthorized
representativeandtheaboveorganizationfromaRequestforProposalaward.

CheckhereifanexplanationisattachedtothisAffidavit.
ACKNOWLEDGMENT
TACKNOWLEDGETHATthisAffidavitistobefurnishedtotheDistrictofColumbia
DepartmentofHousingandCommunityDevelopmentandmaybedistributedtounitsof(a)the
DistrictofColumbiagoverment;(b)otherstates;and(c)thefederalgovernment.Ifurther
acknowledgethatthisAffidavitissubjecttoapplicablelawsoftheUnitedStatesandtheDistrictof
Columbia,bothcriminalandcivil,andthatnothinginthisAffidavitoranyagreementresultingfrom
thesubmissionofthisproposalshallbeconstruedtosupersede,amend,modify,orwaive,onbehalf
oftheDistrictofColumbia,oranyunitoftheDistrictofColumbiahavingjurisdiction,theexercise
ofanystatutoryrightorremedyconferredbytheConstitutionandthelawsoftheDistrictof
Columbiawithrespecttoanymisrepresentationmadeoranyviolationoftheobligations,termsand
covenantsundertakenbytheaboveorganizationwithrespectto(a)thisAffidavit,(b)theproject
proposal,(c)thefundingaward,(d)thefundingcontract,and(e)otherAffidavitscomprisingpartof
thecontract.

1DO SOLEMNLY DECLARE AND AFFIRM UNDER THE PENALTIESOF PERJURY
THAT THE CONTENTS OF THISAFFIDAVITARE TRUE AND CORRECT TO THE BEST OF
MY KNOWLEDGE, INFORMATION,AND BELIEF.

WITNESS 2151CalifomiaAssociatesLLC
SignatureofWitness ‘SignatureofRepresentati
Michae!Simon 2026 onnM.Welsh ra2026
12/23/2025
Initial File #: L00007701466
Entity Type: Domestic Limited Liability Company
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF LICENSING AND CONSUMER PROTECTION
CORPORATIONS DIVISION
C E R T I F I C A T E
THIS IS TO CERTIFY that all applicable provisions of the District of Columbia Business
Organizations Code (Title 29) have been complied with and accordingly, this CERTIFICATE OF
GOOD STANDING is hereby issued to
2151 California Associates LLC
WE FURTHER CERTIFY that the domestic filing entity is formed under the law of the District on
05/10/2023; that all fees, and penalties owed to the District for entity filings collected through the
Mayor have been paid and Payment is reflected in the records of the Mayor; The entity's most recent
biennial report required by § 29-102.11 has been delivered for filing to the Mayor; and the entity has
not been dissolved. This office does not have any information about the entity’s business practices
and financial standing and this certificate shall not be construed as the entity’s endorsement.
IN TESTIMONY WHEREOF I have hereunto set my hand and caused the seal of this office to be
affixed as of 02/26/2026 9:39 AM
Muriel Bowser
Mayor

Tracking #: C2026CT0030135
Business and Professional Licensing Administration

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
KĸĐĞŽĨƚŚĞ'ĞŶĞƌĂůŽƵŶƐĞů

MEMORANDUM
TO: Muriel E. Bowser
Mayor
THRU: Michael T. Spencer, Deputy General Counsel
Department of Housing and Community Development
FROM: Gita F. Sankano, Assistant General Counsel
Department of Housing and Community Development
DATE: June 4, 2026
SUBJECT: Proposed Loan Contract in an aggregate principal amount not to exceed
Fourteen Million Two Hundred Twenty-Two Thousand Eight Hundred
Ninety-One and 00/100 Dollars ($14,222,891.00) (the “Loan”) to 2151
California Associates LLC (the “Borrower”)
The proposed Loan is funded by Housing Production Trust Fund (“HPTF”) Program funds in the
amount of Fourteen Million Two Hundred Twenty-Two Thousand Eight Hundred Ninety-
One and 00/100 Dollars ($14,222,891.00) . The Loan proceeds will finance eligible project
development expenses, including acquisition costs, soft costs, and construction hard costs, related
to the new construction of Twenty-Three (23) rent al housing units at that certain real property
located at 2151 California Street NW, Washingt on, DC 20008 (the “Project”). All Twenty-Three
(23) Project units shall be reserved as affo rdable housing units (the “Reserved Units”) and
occupied by households as follows: (1) three (3 ) units at 30% of the Median Family Income
(“MFI”); (2) seven (7) units at 50% of the MFI; (3) seven (7) units at 60% of the MFI; and (4)
l
evelopment
lopmen

four units at 80% of the MFI. The Project affordability restrictions shall be enforced by
affordability covenants that run with the land in perpetuity.

The attached Loan Agreement evidencing the proposed contract has been prepared by the Office
of the General Counsel of the Department of Housing and Community Development and is legally
sufficient in accordance with all applicable federal and District of Columbia laws. If you have any
specific questions regarding this Loan contract, please contact Gita F. Sankano at (202) 442-7165.

cc: Colleen Green, Director
Christopher Earley, Deputy Director

Page 1 of 4

GOVERNMENT OF THE DISTRICT OF COLUMBIA
PROFILE SUMMARY

(CONTRACTs TO PURCHASE, SELL, ACQUIRE, TRANSFER, LEASE OF REAL
PROPERTY/ EXCLUSIVE RIGHT AGREEMENTs/LOANs & GRANTs OVER $1M/INTRA-
DISTRICTs)

Contracting Agency: Dept. Housing and Community Development Agency Code:
Using Agency: Dept. Housing and Community Development Agency Code:
Loan/Grant/Lease Sub-recipient Name: 2151 California Associates LLC

Should the D.C. Council have any questions regarding this loan/grant/lease, please contact:
Project Manager: Tiphanie Jones Telephone Number: 202-442-7261
TYPE OF DOCUMENT SUBMITTED

1. Loan/Grant/Lease Modification

4. Written or Informal Contract

2. Exercise of Grant Option Year (E. O.)

5. Lease of Real Property
3. Loan/Grant/Lease Agreement for:
2151 California Associates LLC

6. Other:

LOAN/GRANT TYPE

1. Grant 4. Cost Reimbursement
2. Loan Price $14,222,891 5. Time and Material
3. Task Order

6. Advance Payment
Page 2 of 4

GRANT/LOAN/LEASE INFORMATION

Grant/Loan/Lease No.: _DHCD Amount: $14,222,891(HPTF)
Caption: 2151 California Associates LLC, Inc., Grant/Loan Term: 43 Years
Interest Rate: 3 %
Does this Grant/Loan Amount exceed $1 million: Yes No

If yes, please attach a copy of the DC Council approval and provide the following information:
Date received: n/a Date approved:

LEASE INFORMATION
Lease No.: n/a
Location:
Sq. Ft. Leased:
Total Bldg. Sq. Ft.:
Total Cost
Annual Cost
Cost Per Sq. Ft.
% Sq. Ft. Leased By D.C.
BRIEF DESCRIPTION OF GRANT/LOAN/LEASE
SOURCE OF FUNDING
1. Appropriated 4. Intra-District
2. Capital 5. Inter-Jurisdictional
3. Grant ( ) 6. Other: HPTF
If procurement action is funded by grant or other non-capital or non-appropriated funds, will the
District need to expend some portion of its funds prior to receiving funds from the grantor or
other funding source?
Yes No N/A
If Yes, indicate the amount the District will need to expend and the percentage this amount
represents of the total funds required to support the effort. District Funds $ n/a
% .
Page 3 of 4
CRITICAL ISSUES ASSOCIATED WITH GRANT/LOAN ACTION
1. Is this Grant/Loan one of multiple (more than one) Grants/Loans for similar goods, services, etc.,
awarded by the Agency to this subrecipient, or related entity, within the last twelve (12) months?
2. Have reserved funds been obligated for payment? (If Yes, ensure documentation is included in
Grant/Loan File).
3. Is the File complete? (If Yes, please attach pertinent documentation).
4. Is the subrecipient a successor to or affiliated with another individual or business that has
Grant/Loan with the Agency?
If Yes, name of Predecessor/Affiliate: The NHP Foundation
5. Is a former District employee an owner, officer, or affiliate of the subrecipient?
If Yes, Name and Affiliation: N/A
Please discuss any other critical issues such as time constraints; health and safety issues; or
financial/revenue production issues that should be known. N/A
FUTURE INFORMATION/DOCUMENTATION TO BE SUBMITTED TO AUTHORITY
IF Grant/Loan IS AWARDED
1. Award Date 4. Claims By/Against Grant/Loan
2. Expiration Date 5. Certified Completion Date
3. Amendments 6. Final Payment Date
Yes No
Yes
No
Yes No
Yes No
Yes
No

CERTIFICATIONS

I certify that this proposed loan between the Department of Housing and Community Development (DHCD) and
2151 California Associates LLC in the amount of $14,222,891 from the District of Columbia Housing Production
Trust Fund will finance eligible acquisition costs, soft costs and construction rehabilitation hard costs to develop
and rehabiliate 23 affordable housing units located at 2151 California Street in Ward 2 and is in compliance with
the applicable Federal and District of Columbia Regulations and DHCD’s policies and procedures.

Colleen Green Date
Director, DHCD

Chris Earley Date
Deputy Director, DHCD

I have reviewed this Grant/Loan/Lease action and have determined that it is within the District’s
Financial Plan and Budget for FY 2026 and th at funds are available to support the action.

Beth Spooner Date
Agency Fiscal Officer, DHCD

DETERMINATION
I have reviewed this Grant/Loan/Lease action and have determined that it is within the District’s
Financial Plan and Budget for FY 2026 and that funds are available to support the action.

Leroy Clay, III Date
Associate Chief Financial Officer
Economic Development and Regulation Cluster
Page 4 of 4

ris Earley
6/4/2026
Bethany A Spooner
Digitally signed by Bethany A Spooner
Date: 2026.06.05 15:25:56 -04'00'
Leroy Clay III
Digitally signed by Leroy Clay III Date: 2026.06.05 16:00:32 -04'00'
for
6/8/2026
1
LOAN AGREEMENT
between
2151 CALIFORNIA ASSOCIATES 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 , 2026
DHCD Contract No. 2026-05
Project Name The Bobbi

Loan Agreement (Revised Jan. 2023) i

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

Loan Agreement (Revised Jan. 2023) ii

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

Loan Agreement (Revised Jan. 2023) iii

13.14. Severability ........................................................................................................... 35
13.15. Descriptive Captions; Headings ............................................................................ 35
13.16. Construction .......................................................................................................... 35
13.17. Governing Law ..................................................................................................... 35
13.18. Conflict with Program Requirements ................................................................... 36

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

Riders
Rider 1 Low-Income Housing Tax Credit Provisions

Loan Agreement (Revised Jan. 2023) 1
4921-6921-6656, v. 2
LOAN AGREEMENT
THIS LOAN AGREEMENT (this “Agreement”) is made as of this ____ day of ________,
2026 from 2151 CALIFORNIA ASSOCIATES 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 Columb ia located at 2151
California Street NW, Washington, DC 20008;
B. Borrower has applied to Lender for a loan in a total principal amount not to exceed
Fourteen Million Two Hundred Twenty-Two T housand Eight Hundred Ninety-One and 00/100
Dollars ($14,222,891.00) (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 pe tition in bankruptcy under the United States
Bankruptcy Code, 11 U.S.C. § 101 et seq. (and all future acts supplemental thereto or amendatory
thereof) or the commen cement of a proceeding under any ot her applicable law concerning
insolvency, reorganization or bankruptcy by or against Borrower or any guarantor, as debtor.
“Affordable Housing Covenant ” means that certain Afford able Housing Covenant by
Borrower for the benefit of Lender, which sets forth Borrower’s covenants to rent the Affordable
Units to Qualified Tenants in accordance with the Program Requirements and the Loan
Documents, which agreement shall be recorded against the Property as a covenant running with
the land.
“Affordability Period” means the period during which Borrower shall operate the Project
as affordable housing units in compliance with the Affordable Housing Covenant and the Program
Requirements.
“Affordable Unit” means a resi dential housing unit that is re served for and leased to
Qualified Tenants at the applicable income limit for such unit and at rent s that are affordable
pursuant to the Affordable Hous ing Covenant. “Affordable Unit” as used herein has the same
meaning as “Reserved Unit” as used in the HPTF Program Requirement s. Notwithstanding any
provision to the contrary, an Ov er-Income Tenant (as such term is defined in the Affordable
Housing Covenant) may occupy an Affordable Un it, however, once such tenant vacates an
Affordable Unit, the Affordable Unit shall be rented to income eligible households in accordance

Loan Agreement (Revised Jan. 2023) 2
4921-6921-6656, v. 2
with the Affordable Housing Covenant and the Program Requirements. “Affordable Unit Index”
has the meaning set forth in the Affordable Housing Covenant.
“Agreement” has the meaning set forth in the Preamble.
“Annual Owner Certification” means that certain certification prep ared and executed by
Borrower and submitted to Lender, which certifies that all Affordable Units have been rented
exclusively to Qualified Tenants at rent levels consistent with the Affordable Housing Covenant
and the Program Requirements. The Annual Owner Ce rtification is submitted to Lender through
its electronic asset management portal, also known as the DHCD-PAMD Owner/Borrower portal.
“Architect” means the architect for the Project and its successors and assigns.
“Attorneys’ Fees and Costs” means all reasonable costs and expenses (including, without
limitation, reasonable attorneys' f ees and disbursements of Lende r's counsel, whether in-house
staff, retained firms or otherwise) incurred by Le nder or Trustee (as such term is defined in the
Deed of Trust) in connection with Borrower’s default under the Loan Documents.
“Authority” means any government al entity having ju risdiction over all or part of the
Property, the Project, or over a party hereto.
“Borrower” has the meaning set forth in the Preamble.
“Change Order” has the meaning set forth in Section 4.5.7.
“Closing Date” means the date of this Agreement.
“Completion Date” means the first day of the 24th month after the Closing Date, subject
to completion delays that are allowed in the Cons truction Contract, as may be extended with the
prior written consent of Lender, but in no event earlier than Senior Lender’s completion date.
“Construction Contract” means the agreement to be entered into between Borrower as
owner and the Contractor for the Project.
“Construction Draw Schedule” means the Lender-approved draw schedule attached hereto
as Exhibit C and incorporated herein.
“Contractor” means the general contractor for the Project and its successors and assigns.
“Cost Savings” has the meaning set forth in Section 4.8.1.
“Deed of Trust” means the Deed of Trust, Assignment of Leases and Rents and Security
Agreement delivered from Borrower to Lender’s trustee for the benefit of Lender, and will be
recorded in the land records of the District of Columbia to secure the Loan as evidenced by the
Note.
“Draft Loan Reduction Calculation” has the meaning set forth in Section 4.8.1.
“Due Diligence and Closing Checklist” has the meaning set forth in the Loan Commitment.

Loan Agreement (Revised Jan. 2023) 3
4921-6921-6656, v. 2
“Equity Investor" has the meaning set forth in the LIHTC Rider attached hereto at Rider
1.
“Event of Default” has the meaning set forth in Section 7.1.
“Excess Proceeds” has the meaning set forth in Section 4.8.1.
“Fifty Percent (50%) Completion” means the date on which fifty percent (50%) of the
construction and/or rehabilitation of the Project, and all improvements, have been completed, in a
good and workmanlike manner, defect-free and free from mechanic’s and materialmen’s liens, and
in accordance with all applicable laws and codes, the Plans and Specifications, the relevant Loan
Documents and all environmental remediation laws, as evidenced by a signed certificate from the
Architect, which certificate may be included as part of the Payment Request delivered to Lender,
indicating that fifty percent (50%) of the construction and/or reha bilitation of the Project, and all
improvements, have been completed in accordance w ith all applicable laws and codes, the Plans
and Specifications, the relevant Loan Documents and all environmental remediation laws.
“Fifty Percent (50%) Comple tion Meeting” means the pr ogress meeting convened by
Lender following Fifty Percent (50%) Completion.
“Final Loan Reduction Calculation” has the meaning set forth in Section 4.8.1.
“Final Loan Reduction Certificate” means that certain certificate prepared and executed by
Borrower, in substantially the form attached hereto as Exhibit J, which certifies the amount of
Final Loan Reduction Calculation in accordance with Section 4.8.1.
“Financing Statements” means the UCC financ ing statements, evidencing the Loan, that
shall be recorded in the land and chattel records, as applicable, of the District of Columbia to secure
Lender’s lien on the fixtures and equipment located at the Property.
“Fiscal Year” means the fiscal year of Borrower, which is January 1 to December 31.
“FOIA” has the meaning set forth in Section 11.1.
“Hazardous Materials” means any 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 (i i) is or becomes a “hazardous substance” or “hazardous waste”
under any Federal, state or local statute, regulation, ordinance, order or policy, including the
Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 9601 et seq.), as amended from
time to time, or the Comprehensive Environmental Response, Compensation and Liability Act of
1980 (42 U.S.C. § 9601 et seq. ), as amended from time to time; and (iii) without limitation,
includes any lead, oil or petrol eum products, polychlori nated bi-phenyls, PCB's, asbestos, urea
formaldehyde foam insulation or radon gas, except as such products are customarily found or used
in similar projects.
“Household” means all persons who will oc cupy the Affordable Unit, including the
tenant’s spouse or domestic part ner, all children under eighteen (18) years of age, and all other
persons over eighteen (18) years of age who will be occupying the Affordable Unit.

Loan Agreement (Revised Jan. 2023) 4
4921-6921-6656, v. 2
“HUD” means the U.S. Department of Housing and Urban Development.
“Human Rights Act” has the meaning set forth in Section 10.
“Improvements” means all structures or build ings now or hereafter erected or placed on
the Property, together with any and all alterations, additions, accessions and replacements thereof.
“Increased Sources” has the meaning set forth in Section 4.8.1.
“Lender” has the meaning set forth in the Preamble.
“Lender Retainage” means an amount equal to the lesser of ten percent (10%) of the
Construction Contract or ten pe rcent (10%) of the Loan amount th at shall be reserved until the
final disbursement of Loan proceeds. As set forth in Exhibit A, the Lender Retainage for this
Project is $1,422,289.00.
“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 St atements, the Loan Commitment and any other
documents required by Lender from Borrower, as a condition precedent to disbursing the Loan
proceeds or to evidence or secure this Loan. All Loan Documents shall be incorporated herein by
reference.
“Loan Term” means the term of the Loan from the Closing Date to the Maturity Date (as
such term is defined in the Note).
“Median Family Income” or “MFI” means the median family income for a Household of
four (4) persons in the “Washington Metropolitan St atistical 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.
Notwithstanding anything to the contrary herein, the maximum Household income for a Qualified
Tenant at eighty percent (80%) MFI shall be adjusted pursuant to Section 42(g)(4) of the Internal
Revenue Code.
“Net Cash Flow Calculation Worksheet” me ans that certain worksheet prepared and
executed by Borrower, in substantially the form attached hereto as Exhibit K, which demonstrates
Borrower’s annual calculation of Net Cash Flow (as such term is defined in the Note) and payments
owed to Lender pursuant to the Note.
“Note” means that certain Deed of Trust Note made by Borrower, of even date herewith,
as amended, modified, or suppl emented from time to time, whic h evidences Borrower’s promise
to Lender to repay the Loan under the terms and conditions of the Loan Documents.

Loan Agreement (Revised Jan. 2023) 5
4921-6921-6656, v. 2
“Notice” has the meaning set forth in Section 13.10.
“OFAC” has the meaning set forth in Section 5.13.
“Operating Agreement” means the Amende d and Restated Operating Agreement of
Borrower, dated as of the Closing Date, as may be amended.
“OPM” has the meaning set forth in Section 4.7.1.
“Other Contingency Use” has the meaning set forth in Section 4.5.7.
“Payment Request” has the meaning set forth in Section 4.4.
“Permanent Loan Closing Date” has the meaning set forth in Section 4.8.1.
“Permitted Encumbrance” has the meaning set forth in the Deed of Trust.
“Permitted Transfer” means the transfers permitted in accordance with Section 1.11 of the
Deed of Trust.
“Person” means a natural person, trustee, corporation, partnershi p, limited liability
company or other legal entity.
“Plans and Specifications” means the plans and specifications approved or to be approved
by Lender for the Project.
“Program Requirements” means, collectively
6 The requirements of the Housing Production Trust Fund, including, but not limited
to, the Housing Production Trust Fund Act of 1 988, D.C. Law 7-202, D.C. Official Code § 42-
2801 et seq. (2001 ed.) and 10B DCMR Chapter 41, both th e statutes and regulations, as may be
amended from time to time (collectively, the “HPTF Program Requirements”).
The requirements of the Section 8 proj ect-based voucher program, including, but
not limited to, the Federal and District of Colu mbia Housing Choice Voucher Program rules and
regulations at 24 CFR Part 982 and 983 and 14 DCMR Chapters 49, 51, 53, 54, 56, 59, 61, 93 and
95. The Section 8 project-based voucher program is administered by the Di strict of Columbia
Housing Authority.
6 The requirements of the Local Rent S upplement Program, including, but not limited
to, the Federal and District of Columbia Hous ing Choice Voucher Program rules and regulations
at 24 CFR Parts 982 and 983, and 14 DCMR Chapters 49, 51, 53, 54, 56, 59, 61, 93 and 95. The
Local Rent Supplement Program is administered by the District of Columbia Housing Authority.
6 The requirements of the Permanen t Supportive Housing Program, which provides
supportive housing for an unrestricted period of time for individuals and families who were once
homeless and continue to be at imminent risk of becoming hom eless, including persons with
disabilities as defined in 24 CFR § 582.5, for whom self-sufficient livi ng may be unlikely and

Loan Agreement (Revised Jan. 2023) 6
4921-6921-6656, v. 2
whose care can be supported th rough public funds. See D.C. O fficial Code § 4-751.01(28).
Affordable Units that are subject to the Permanent Supportive Housing Program shall be operated
in accordance with HUD’s Housi ng First model and vacancies sh all be filled through the
Coordinated Entry System. The Permanent Suppor tive Housing Program is administered by the
District of Columbia Department of Human Services.
The requirements of the District of Colu mbia Department of Behavioral Health
Permanent Supportive Housing Program, including but not limited to The Department of
Behavioral Health Establishment Act of 2013, D. C. Law 20-61, D.C. Official Code § 7-1141.01
et seq. and that certain Memorandum of Understandi ng Between the Department of Behavioral
Health and the Department of Housing and Community Development, effective June 16, 2014, as
amended, that provides for financing developmen t of long-term supportive housing units in the
District of Columbia for the exclusive use of Department of Behavioral Health consumers.
The requirements of the HOME Investment Partnerships Program, including, but
not limited to, the Federal ru les and regulations at 24 CFR Part 92 and the HOME Written
Agreement by and between Borrower and Lender, dated as of substantially even date herewith.
The requirements of the National Housing Trust Fund Program, including, but not
limited to, the Federal rules and regulations at 24 CFR Part 93.
The requirements of the Community Development Block Grant Program,
including, but not limited to, the Federal rules and regulations at 24 CFR Part 570.
The requirements of the S ection 108 Loan Guarantee Pr ogram, including, but not
limited to, the Federal rules and regulations at 24 CFR Part 570, Subpart M and that certain
Contract for Loan Guarantee Assistance unde r Section 108 of the Housing and Community
Development Act of 1974, as amended, 42 U.S.C. § 5308 et seq., by and between Lender and
HUD, dated ___________ (collectively, the “Section 108 Program Requirements”).
The requirements of the Housing for Older Persons Act, including, but not limited
to, 42 U.S.C § 3607 et seq. and the Federal rules and regulations at 24 CFR Part 100.
The requirements of the Housing Opport unities for Persons with AIDS Act,
including, but not limited to, 42 U.S.C. § 12901 et seq. and the Federal rules and regulations at 24
CFR Part 574.
“Project” means, collectively, the Improvements located or to be built on the Property that
will be financed with the Loan proceeds pursuant to this Agreement and used as a rental housing
development.
“Project Budget” means the sources and uses of the Project and the specific uses of the
Loan proceeds that are set forth in Exhibit B attached hereto.
“Property” has the meaning set forth in the Deed of Trust.

Loan Agreement (Revised Jan. 2023) 7
4921-6921-6656, v. 2
“Qualified Tenants” means Households whose household income qualifies for the income
limit for the particular Affordab le Unit the Household is leasing, as set forth in the Affordable
Housing Covenant and meets any additional criteria set forth in the Program Requirements. A
Qualified Tenant shall include any Over-Income Tenant who has a valid written lease and was in
good standing at the Project prior to the date of this Agreement.
“Registered Agent” means Univeral Registered Agents, Inc., with an address at 1100 H
Street NW, Suite 840, Washington DC 20005.
“Rent” means the occupancy charge for each housing unit and any commercial or retail
space, if applicable, in the Proj ect pursuant to a proprietary l ease, lease or other occupancy
agreement between the tenant and Borrower.
“Returned Funds” has the meaning set forth in Section 4.8.1.
“Satisfaction Letter” has the meaning set forth in Section 4.7.9.
“Senior Lender” has the meaning set forth in the Deed of Trust.
“Senior Loan” means any loan from a Senior Lender, as evidenced by a promissory note,
and other instruments, agreements and documents by and be tween Borrower and Senior Lender,
to evidence, secure or guarantee the repayment of the Senior Loan.
“Senior Loan Documents” means all of the financing documents entered into between
Borrower and the Senior Lender to evidence the Senior Loan.
“Seventy-Five Percent (75%) Completion” means the date on which seventy-five percent
(75%) of the construction and/or rehabilitation of the Project, a nd all improvements, have been
completed, in a good and workmanlike manner, defect-free and free from mechanic’s and
materialmen’s liens, and in accordance with a ll applicable laws and codes, the Plans and
Specifications, the relevant Loan Documents and all environmental remediation laws, as evidenced
by a signed certificate from the Architect, which certificate may be included as part of the Payment
Request delivered to Lender, indicating that seventy-five percent (75%) of the construction and/or
rehabilitation of the Project, and all improvements, have been completed in accordance with all
applicable laws and codes, the Plans and Speci fications, the relevant Loan Documents and all
environmental remediation laws.
“Subordination Agreement” means any intercreditor and/or subordination agreement dated
on or about the date hereof (or permanent conver sion) among Borrower, Lender, Subordinate
Lender, and/or Senior Lender. ¶
“Subordinate Lender” has the meaning set forth in the Deed of Trust.
“Subordinate Loan” means any loan from a Subordinate Lender, as evidenced by a
promissory note, and other instruments, agreements and documents by and between Borrower and
such Subordinate Lender, to evidence, secure or guarantee the repayment of such Subordinate
Loan.

Loan Agreement (Revised Jan. 2023) 8
4921-6921-6656, v. 2
“UCC” has the meaning set forth in Section 7.2.7.
“VAWA” has the meaning set forth in Section 8.
Section 2. Loan.
2.1. Generally.
2.1.1. Use and Purpose. Borrower agrees to borrow from Lender, and Lender
agrees to lend to Borrower, the Loan proceeds; such Loan proceeds shall be used by Borrower for
the uses specified in the Projec t Budget, subject to Section 2.2 he rein, and subject to all of the
terms, provisions and conditions of this Agreement.
2.1.2. Expenses and Disbursements Secured by Deed of Trust . The Loan
proceeds, Attorneys’ Fees and Costs (if any) and all other Loan expenses, as and when disbursed
or incurred by Lender, will be secured by the Deed of Trust.
2.2. Making of Payments . All payments (incl uding 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-of f 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, de ductions 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 modi fied 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), low income housing tax credit equity, and
the Subordinate Loan(s), Borrower shall not receive any additional funds from any source,
concerning this Project without the express written consent of Lender, except that Borrower shall
be permitted to refinance the balance of the Senior Loan at any time, (i) for not more than the
outstanding balance of principal and accrued interest and reasonable and necessary closing costs,
(ii) for a term that does not exceed the remaining term of the Loan, and (iii) upon terms that 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).

Loan Agreement (Revised Jan. 2023) 9
4921-6921-6656, v. 2
2.4.2. If the Loan is subject to the Section 108 Program Requirements, neither
Lender nor Borrower shall enter into an intercre ditor or subordination ag reement with another
lender without HUD’s prior written approval.
Section 3. Reserved.
Section 4. Requirements and Conditions for Loan Disbursements. Lender’s obligation to
make any disbursement of Loan proceeds is subj ect 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 Lo an proceeds shall be disbursed on
the Closing Date in the form of a wire to fund costs that are approved by Lender and eligible to be
paid with Loan proceeds as determined at Lender’s sole discretion, regardless of when the costs
were incurred.
4.1.2. Lender’s obligation to make the initial disbursement of Loan proceeds is
subject to Borrower’s satisfaction of the following requirements and conditions unless waived in
writing by Lender:
(1) Borrower must obtain, at its sole cost and expense, and submit to Lender
evidence that it has satisfied each of the Closing Conditions (as such term
is defined in the Loan Commitment), which shall be subject to Lender’s
review and approval, both as to substance and form, and shall be updated
and effective as of the date hereof.
(2) On or before the Closing Date, Borrower shall have executed and delivered
to Lender the Loan Documents to be executed by Borrower and all other
documents and instruments requir ed from Borrower and Lender in
connection with the Loan.
(3) Lender shall have received an opinion of Borrower’s counsel to the effect
that Borrower is duly organized an d validly existing and in good standing
under the laws of the state of its orga nization, authorized to do business in
the District of Columbia, with full power to own the Project and to execute,
deliver and perform its obligations under this Agreement; that the Loan
Documents executed and delivered 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 fo rth in Section 5 shall be true and
correct in all material respects on and as of the Closing Date, and no Event
of Default shall then exist under this Agreement.
(5) The Deed of Trust and the related UC C financing statements and all other
Loan Documents requiring filing or r ecordation shall have been filed or

Loan Agreement (Revised Jan. 2023) 10
4921-6921-6656, v. 2
recorded in the appropriate public reco rds as necessary and appropriate to
evidence and perfect the liens and security interests thereby created.
(6) Satisfy the payment and procedures requirements set forth in Sections 4.4.1
– 4.4.4.
4.2. Subsequent Disbursements:
4.2.1. Following the initial disbursement, Lender shall retain the balance of the
Loan proceeds to fund subseque nt disbursements in accordance with the Project Budget and the
Construction Draw Schedule, subject to the requirements set forth in Sections 4.4 and 4.5.
4.2.2. Lender will make subsequent disbursements of the Loan proceeds to
Borrower in the form of an Automated Clearing House (ACH) payment.
4.2.3. Lender will make subsequent disburse ments of the Loan proceeds to
Borrower in a timely manner, subject to the requirements set forth in Sections 4.4 and 4.5.
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 disbur sement or draw request package (the “ Payment
Request”), as hereafter described, at least thirty ( 30) days before the da te 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 succes sor system. The DC Vendor Portal is an online
system that allows Borrower/vendor to create and submit invoice pa ckages by selecting the
applicable purchase order number. All Borrowers/vendors must be registered in the portal prior to
invoice submission. Additional details and instructions are available on the portal website.
4.4.3. Each Payment Request must be submitted in the form of a proper invoice
package to Lender, including all required forms and documents, in accordance with Lender’s most
recent published guidelines. Per Lender’s published guidelines and in accordance with Section 4.5,
Lender may require additional substantiating documentation be included as part of the Payment
Request submitted through the DC Vendor Portal or shared sepa rately utilizing Lender’s cloud
platform for construction period monitoring.
4.4.4. Each Payment Request shall include the Certification of Borrower’s
Representations and Warranties, attached hereto at Exhibit I and incorporated herein, and shall be
submitted through the DC Vendor Portal. The Payment Request shall also contain all details

Loan Agreement (Revised Jan. 2023) 11
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concerning the Project which Lender reasonably requires, and adequate supporting documentation
to substantiate every expenditure that Lender is requested to fund.
4.4.5. If the Loan proceeds will be used to fund construction costs, the Payment
Request must include a copy of the Contractor’s application for payment to Borrower, signed by
the Architect and confirmed by Lender’s inspec tor, on notarized AIA Forms G702 and G703 or
other forms acceptable to Lender. The Contractor’s application for payment shall be subject to the
Senior Lender’s retainage requirements, as applicable.
4.4.6. Disbursements shall be made within thirty (30) days of Lender’s receipt
of a proper Payment Request.
4.4.7. Lender shall not be required to disburse more frequently than once every
thirty (30) days.
4.4.8. Regardless of whether Borrower is re questing a disbursement of Loan
proceeds for a particular month, Borrower shall provide Lender with a copy of each disbursement
or draw request submitted to the Senior Lender or other financing parties on a monthly basis. This
copy shall include the monthly ap plication for paymen t from the Contractor and documentation
for all other expenditures for which funding from other parties is being requested.
4.5. Conditions Precedent to Subsequent Disbursements . Lender’s obligation to
make any disbursements hereunder shall be subject to the pr ocedures and requirements in
Sections 4.4 and Borrower’s satisfaction of the following conditions, as determined by Lender in
its sole discretion:
4.5.1. Confirmation that any outstanding items on the Due Diligence and
Closing Checklist have been provided to Lender, including final executed and recorded documents
that were not available at the time of initial di sbursement. Lender shall be in receipt of a final
electronic closing binder.
4.5.2. Lender has held a preconstruction mee ting for the Project and issued a
Notice to Proceed to Borrower and Contractor.
4.5.3. Following Fifty Percent (50%) Completion as determined by the
Architect, Lender shall hold a Fifty Percent (50%) Completion Meeting. The Fifty Percent (50%)
Completion Meeting must be conducted to Lender’s satisfaction and any outstanding compliance
concerns must be addressed before Lender shall make disbursements subsequent to Fifty Percent
(50%) Completion.
4.5.4. Field progress meetings shall be he ld on a regularly scheduled monthly
basis. Borrower, Contractor, Architect, and a ll necessary subcontractors shall agree on the
percentage of work completed and in place, and the amount of stored and insured materials on-site
and off-site. Borrower shall be responsible for notifying all of the parties above of the time and
date of the meeting in advance. If Lender’s representative is unable to attend in person or virtually
to its satisfaction, Lender reserves a right to inspect the work performed for which a disbursement
is sought or otherwise inspect the condition of the Project before providing its approval. If Lender
is unable to complete a physical inspection, date-stamped photographic evidence and/or video

Loan Agreement (Revised Jan. 2023) 12
4921-6921-6656, v. 2
footage that verifies the work completed and bill ed for in the Payment Request will be required,
in accordance with Lender’s published guidelines.
4.5.5. Lender shall have received such certi fications of job progress, in form
satisfactory to Lender, as Lender may request, wh ich shall include the most recent construction
progress report or construction monitoring report, as applicable , meeting minutes, a summary of
the Project’s recently completed and upcoming c onstruction activities, an updated schedule, a
description of significant Project issues, and the proposed resolution of such issues. Regardless of
whether Lender is being requested to disburse f unding for hard costs, Borrower is expected to
submit a copy of the construction progress or cons truction monitoring report, as applicable, or
minutes to Lender on a monthly basi s. In addition, Lender shall have received copies of all other
requested reports and documents, as available, required to satisfy requirements of Lender and other
applicable governmental agencies having jurisdiction over the Project. In this regard, Lender shall
have the right to inspect all books, records and accounts relating to such work, and may, at its
option, require execution by Borrower and any contractors, subcontractors, laborers and
materialmen of such affidavits, endorsements and releases as Lender deems necessary.
4.5.6. Lender shall have received a waiver and release of liens from the
Contractor, acknowledging receipt of payment for prior construction work performed and paid out
of prior Loan disbursements and other source s of funding. Unless waived by Lender, Borrower
shall also deliver to Lender waivers and releases of liens from all first- tier subcontractors and
suppliers that have furnished la bor, material, or services included in all previous Payment
Requests. In addition, if any mechanic’s liens ha ve been filed, Borrower shall have given notice
and copies of such liens to Lender.
4.5.7. If Borrower requests payment for any changes to the approved Plans and
Specifications (the “ Change Order”), the Change Order shall have been approved: (i) prior to
Seventy-Five Percent (75%) Completion, by the Seni or Lender before any disbursement of Loan
proceeds; and (ii) after Seventy-Five Percent (75%) Completion, approved by both Lender and the
Senior Lender before any disbursement of Loan proceeds. If Borrower requests payment of soft or
other costs from other Project contingencies or line item savings (“Other Contingency Use”), the
request must be approved by Le nder after Seventy-Five Percent (75%) Completion. If requested
by Lender, Borrower shall furnish all necessary Change Order and Other Contingency Use
documentation. Notwithstanding the foregoing, Lender reserves the right to review and approve
the scope and cost of any Change Order and Ot her Contingency Use, regardless of when the
Change Order and Other Contingency Use, as applicable, was incurred and regardless of whether
the Change Order and Other Contingency Use, as a pplicable, is to be funded with Loan proceeds
or other sources. Lender also rese rves the right to withhold disbur sement of Loan proceeds if
Lender determines, in its sole discretion, that the Project cannot be completed in accordance with
the approved Plans and Specifications with th e undisbursed portion of the Loan and other
construction sources of funds.
4.5.8. If requested by Lender, Borrower shall provide executed subcontracts or
any other supplemental documents deemed necessary to verify the Payment Request.
4.5.9. Unless waived by Lender, a date-down to its title policy at the time of
disbursement, ensuring the continued priority of the Deed of Trust and the absence of any

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encumbrances not otherwise constituting a Permitted Encumbrance (as such term is defined in the
Deed of Trust) or permitted unde r the terms of this Agreement, together with such endorsement
Lender may reasonably require.
4.5.10. If requested by Lender, Borrower shall provide updates on its efforts to
comply with applicable Federal and local hiring and contracting requirements.
4.5.11. No Event of Default, nor any event or state of facts, which with notice
or passage of time or both would constitute an Ev ent of Default, shall then exist under the Loan
Documents.
4.6. Retainage
4.6.1. Borrower is required to comply with the general retainage requirements
required by the Senior Lender and the Construction Contract.
4.6.2. The Lender Retainage shall be released in the final disbursement of Loan
proceeds upon satisfaction of the conditions specified in Section 4.7.
4.6.3. Notwithstanding the foregoing, Lender, in its sole discretion, may reduce
the original Lender Retainage amount by fifty pe rcent (50%) only after th e Fifty Percent (50%)
Completion Meeting has been conducted to Lender’s satisfaction and any outstanding compliance
concerns have been addressed to Lender’s satisfaction.
4.6.4. Lender’s disbursement of the Lender Retainage is subject in all respects
to the requirements set forth in Sections 4.7 and 4.8.
4.7. Additional Conditions for Final Disbursement . In addition to all other
conditions set forth in this Section 4, Lender’s ob ligation to make the fina l 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 matte rs have been addressed to the
satisfaction of the Lender’s Office of Program Monitoring (“OPM”):
(1) All certified payrolls required by Da vis-Bacon and the Related Acts have
been submitted to Lender, and all subcontracts demonstrate compliance
without any unresolved wage variances or restitution.
(2) Final accessibility inspections for accessible units and common spaces have
been conducted by OPM.
(3) All required Section 3 reports have been submitted and approved by OPM.
(4) There are no outstanding crosscutting compliance violations for District
external agencies such as First Source, apprenticeship, minimum wage and
Certified Business Enterprises.

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4.7.2. Updated Form 202, including comparison to the Project Budget as of the
Closing Date. If requested by Lender, satisfact ory Change Order and Other Contingency Use
documentation must also be submitted.
4.7.3. Draft third party cost certificati ons for the Project from Borrower and
Contractor.
4.7.4. Completion of a final, in-person s ite visit by Lende r’s inspector to
confirm all work was complete d in accordance with approved Plans and Specifications. Final
approval of the Project in accordance with the Plans and Specifications, as built, is required.
4.7.5. A completed and notarized 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 accepta ble 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 Substa ntial Completion (A IA G-704) with
corresponding punch-lists.
4.7.9. A letter of satisfaction from the Architect and Borrower for satisfactory
completion of the Project (the “Satisfaction Letter”). The Satisfaction Letter shall affirm that the
punch-list items associated with the AIA G-704 have been satisfied, or adequate funds reasonably
necessary to pay the costs of completion of remaining punch-list items, if any, as determined by
the Senior Lender, shall have been escrowed in accordance with the Senior Lender’s requirements.
In addition, the Satisfaction Lett er shall confirm that certified warranties and related documents
required by the Construction Contract have been provided by the Contractor.
4.7.10. Copies of all permit trade inspecti on sign-off appr ovals, including, but
not limited to, electrical, plumbing, mechanical, structural and fire safety.
4.7.11. Documentation that the Project ha s been registered on the Housing
Locator Website (as such term is defined in the Affordable Housing Covenant).
4.7.12. Enterprise Green Communities Step 2 Certification or comparable
documentation acceptable to Lender.
4.7.13. Receipt of the final as-built Plans and Specifications certified by the
Architect and engineer of record.
4.7.14. Receipt of an as-built survey acceptable to Lender, unless waived by
Lender.

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4.7.15. Copies of such additional permit s and licenses for operation of the
Project, including, but not limi ted to, the business license fo r Borrower and its management
company, as may be necessary or required by an Authority.
4.7.16. Performance of all other obliga tions of Borrower under the Loan
Documents.
4.7.17. Confirmation that the Project is currently complying or has complied
with applicable initial lease-up income certification and tenant eligibility requirements set forth by
Lender’s Portfolio and Asset Management Division.
4.8. Final Adjustment to Loan After Closing
4.8.1. Lender and Borrower acknowledge and agree that Lender is making the
Loan to provide gap financing to ensure the comp letion of the Project and, therefore, at Lender’s
discretion the Loan may be reduced, or Lender may require repayment of the Loan, as follows:
(1) On a dollar ($1.00) for dolla r ($1.00) basis for funds that were used for a
temporary purpose to the extent that such funds are or will be subsequently
returned to Borrower (the “Returned Funds”). Such funds include but are
not limited to: refunded deposits, financing fees required by District
agencies, lenders, or other parties.
(2) On a fifty cents ($0.50) for every do llar ($1.00) basis fo r any other net
reduction in total costs shown in the Project Budget due to unspent
contingency funds, unspent short-term reserves or other budget savings (the
“Cost Savings ”), unless the Cost Savings are utilized to cover an
unanticipated decrease in other Project sources as reflected in an amended
Project Budget. The remaining fifty percent (50%) of Cost Savings shall be
applied in accordance with the Senior Loan Documents or the terms of the
Operating Agreement, as applicable.
(3) On a fifty cents ($0.50) for every doll ar ($1.00) basis for any increase in
funding that is committed to the Proj ect after the Closing Date over and
above the funding sources shown in th e final Project Budget, unless the
increase in funding is obtained fro m a non-Lender source to cover an
unanticipated increase in the costs of the Project or a decrease in other
sources available for the Project as reflected in an amended Project Budget
(the “ Increased Sources ”). The remaining fifty percent (50%) of the
Increased Sources shall be applied in accordance with the Senior Loan
Documents or the terms of the Operating Agreement, as applicable.
(4) Borrower shall calculate any Returned Funds, Cost Savings, and Increased
Sources (collectively, “Excess Proceeds”) and notify Lender of the
anticipated loan reduction amount (the “Draft Loan Reduction
Calculation”) prior to requesting its final disbursement from Lender by
submitting a draft Loan Reduction Certificate. If the Draft Loan Reduction
Calculation is less than the remaining Lender Retainage, Lender reserves

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the right to withhold disbursing an equal portion of the remaining Lender
Retainage, unless Borrower can demonstrate that doing so would result in
a construction/stabilization period funding gap for the Project. If the Draft
Loan Reduction Calculation exceeds the remaining Lender Retainage,
Lender reserves the right to withhold disbursing all of its remaining Loan
proceeds, including the remaining Lender Retainage, unless Borrower can
demonstrate that doing so would result in a construction/stabilization
period funding gap for the Project.
(5) Borrower shall update the Draft Loan Reduction Calculation by submitting
a revised Loan Reduction Certificate (the “ Final Loan Reduction
Calculation”) 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 ”). Borrower shall update
the Draft Loan Reduction Calculation by submitting a revised Loan
Reduction Certificate (the “Final Loan Reduction Calculation”) with the
Borrower’s request for a United States Department of the Treasury Internal
Revenue Service Low-Income Housing Credit Allocation and Certification
(Form 8609).
4.8.2. If the Final Loan Reduction Calculation pursuant to this section exceeds
the remaining Lender Reta inage, or if the full amount of Le nder Retainage has previously been
released, the net amount of Excess Proceeds due to Lender to reduce the Loan shall be paid on the
Permanent Loan Closing Date and the final executed Loan Reduction Certificate shall be submitted
to Lender within ninety (90) days of issuance of the Fo rm 8609 and the final executed Loan
Reduction Certificate shall be delivered on the same day.

4.8.3. Notwithstanding the foregoing, any loan reduction under this section that
is made after Loan Closing but prior to full disbursement of the Loan proceeds shall be subject to
the consent and approval of the Se nior Lender, Equity Investor, an d other financing parties, as
applicable.
4.9. Insufficiency of Loan Proceeds. If at any time during the term of this Agreement,
Lender determines that the rema ining undisbursed Loan proceeds , in addition to other funds
available to the Project, are insufficient for any reason to complete the Project substantially in
accordance with the Plans and Specifications, Borrower shall, within ten (10) days after receipt of
Notice thereof (including a statement of the basis for such insufficiency) from Lender, deposit with
Lender or its designee such sums of money in cash (from sources other than the Loan) as
reasonably are required to eliminate the insufficiency. Any amount so deposited by Borrower shall
stand as additional security for Borrower’s obligations under this Agreement, and may be
disbursed at Lender’s option before any further Loan disbursements are made hereunder.
4.10. Authorized Disbursements . Notwithstanding any other term of this Section 4,
Borrower hereby irrevocably authorizes Lender, at Lender’s option to make disbursements of Loan
proceeds (i) jointly to Borrower, Borrower’s c onstruction manager and to any contractor or
materialmen furnishing labor, services or materi als 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

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4921-6921-6656, v. 2
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 ma de for materials that are not
physically incorporated into the Pr oject, other than for materials ac tually delivered to the Project
site or off-site, and stored in a place, secured and insured agai nst 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 must be placed in a non-inte rest bearing account and must be expended in
accordance with Section 4. In no event shall Borrower escrow the Loan proceeds.
Section 5. Representations and Warranties. Borrower represents and warrants to Lender as
of the date hereof, and shall be deemed to repr esent and warrant as of the date it submits any
disbursement request to Lender hereunder, that:
5.1. Status. Borrower is a Person in good standi ng under the laws of the District of
Columbia. All representations and warranties made by Borrower in the other Loan Documents are
true, complete and correct when made.
5.2. Authority. Borrower has the power and authority to enter into and execute and
deliver this Agreement and each other Loan Document executed and delivered by it, and to incur
and perform the obligations provided for herein and therein (including borrowing and guaranteeing
the Loan, as applicable), all of which have been duly authorized by all proper and necessary action
and all material governmental licenses, author izations, 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, encumbra nce, contract or agre ement binding on Borrower
or affecting its property nor a ny 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 conf lict with or in any way prevent the execution,
delivery or performance of the terms of this Agreement or of any other Loan Document executed
and delivered by Borrower, or which would be in default or violated as a result of that execution,
delivery or performance.
5.4. Litigation. There is no litigation, proceedi ng or investigation, pending or
threatened in writing, which may result in any material and a dverse change in the financial

Loan Agreement (Revised Jan. 2023) 18
4921-6921-6656, v. 2
condition, assets, liabilities, busin ess or prospects of Borrower, and Borrower does not know of
any basis for any such litigation, proceeding or investigation.
5.5. Financial Information. All financial information he retofore furnished to Lender
concerning Borrower is complete and correct in all material respects, and fairly presents
Borrower’s financial position as of the date thereof. There are no liabilities, direct or indirect, fixed
or contingent, of which Borrower is aware except as reflected therein. There has been no material
adverse change in Borrower’s financial condition or operations since the dates of those financial
information (and to Borrower’s knowledge, no such material adverse change is pending or
threatened), and Borrower has not guaranteed the ob ligations of, or made any investment in or
advances to, any Person except as disclose d in such information. Borrower has good and
marketable title to all of its properties and assets , free and clear of encumbrances (other than the
Permitted Encumbrances or otherwise as permitt ed by Lender), except as reflected in that
information.
5.6. Receivership. There are no actions or proceedi ngs pending or threatened against
Borrower, to the best of Borrower's actual knowledge, to liquidate or reorganize it or place it into
receivership.
5.7. Tax Returns. Borrower has filed or caused to be filed all (if any) required Federal,
state and local tax returns, and paid all taxes shown on the returns as such taxes have become due.
No claims have been assessed and are unpaid with respect to such taxes, except as shown in the
financial information referred to above.
5.8. Liens on Property. There exists no mortgage, pledge, lien, security interest, charge
or other encumbrances (except 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 quant ity and pressure, storm and sanita ry sewer facilities of adequate
capacities, gas, electric and telephone facilities. Borrower has procured, or hereby agree to use its
best efforts to procure, from th e District of Columbia, and othe r authorities and corporations,
connection and discharge arrangements for the supply of water, gas, electricity and other utilities
and sewage and industrial waste disposal for the operation of the Project.
5.10. Roads. All roads necessary for the full use of the Project for its intended purposes
have either been completed or the necessary righ ts 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 with in a period of time satisfactory to Lender, and
all necessary steps have been taken by Borrower and such Authority to assure the complete
construction and installation thereof in 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 exis tence or known by Borrowe r to be proposed) applicable to the
Property, the Project or its use, and all requirements for such use have be en satisfied. Borrower

Loan Agreement (Revised Jan. 2023) 19
4921-6921-6656, v. 2
shall not initiate, join in, or consent to any cha nge in any restrictive covenant, easement, zoning
ordinance or other public or private restriction limiting or defining the uses which may be made
of the Property, the Project or any part thereof.
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 know ledge 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.
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 be nefit of Borrower and Lend er, 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 inspector to enter on the
Property at all reasonable times and as often as may be reasonably requested, to inspect the Project
and all materials to be used in connection with the construction thereof, and to examine all detailed
plans and drawings which are or may be kept at the construction site and access to the books,
records and such other documents of Borrower as Lender shall reasonably require to inspect, audit
and examine the same and to make extracts there from and to make copies thereof. Furthermore,
throughout the Loan Term, Borrower must be prepared for and facilitate monitoring by Lender in
compliance with Federal and District requirement s, including, but not limited to, the following:
creating, storing and maintaining all Project records in accordance with Lender’s requirements;
permitting desk monitoring, site visits, and audits ; and permitting all inspections of the Project

Loan Agreement (Revised Jan. 2023) 20
4921-6921-6656, v. 2
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, an d make all necessary or appropriate deposits to a
replacement reserve for the Project as may be required by Senior Lender.
6.6. Obstructions. Use its reasonable efforts to keep and maintain all parts of the
Project and the sidewalks, curbs and passageways adjoining it in a clean and orderly condition,
free of dirt, rubbish, snow, ice and unlawful obstructions.
6.7. Permits, Licenses. Procure or cause to be procured, any and all necessary permits,
certificates, licenses or other authorizations required for use of the Project as rental housing, and
comply with all conditions and requirements necessary to preserve and extend all rights, licenses,
permits, privileges, franchises and concessions now or hereafter applicable to the Project.
6.8. Structural Injury, Nuisance, Was te and Other Prohibited Uses . Not use or
occupy the Project or permit it to be used or occupied in any manner which would cause structural
injury to the Project, cause the value or the usefulness of the Project or any part thereof to diminish
(ordinary wear and tear excepted), or constitute a public or private nuisance, or waste.
6.9. Compliance with Laws. Not use or occupy the Projec t 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 ba lance sheet of Borrower for such year, and the
related audited statements of income, retained earnings and cash flows for such year, each setting
forth in comparative form the figures for the prev ious Fiscal Year, in reasonable detail and all
prepared in accordance with generally accepte d accounting principles, consistently applied,
applicable Office of Management and Budget guide lines, and any other applicable Federal or
District audit requirements, w ithout qualification, by an independent certifi ed 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 insu rance with Lender listed as an
additional insured;
(2) Evidence of liability property insurance with Lender listed as an additional
insured;

Loan Agreement (Revised Jan. 2023) 21
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(3) Copy of reserve account statements, if applicable;
(4) Evidence of payment of real estate property taxes;
(5) Copy of current business license;
(6) Project operating statements;
(7) Annual Owner Certification; and
(8) Net Cash Flow Calculation Worksheet.
6.10.3. Tax Returns. Within thirty (30) days of the applicable required annual
filing date, including any standa rd extensions for which Borrow er may have validly filed and
copies of which are provided to Lender, complete copies of all Federal and state tax or information
returns of Borrower (including form K-1s and all schedules), certified as true and correct by the
principal financial or accounting officer of Borrower.
6.10.4. Internal Financial Statements . Upon thirty (30) days’ prior written
request from Lender, Borrower’s internal conso lidated financial statements for the preceding
financial quarter prepared by Borrower and cer tified by Borrower’s principal financial or
accounting officer, including a statement of activities, a statement of financial position, a statement
of cash flow, a break-down of gross lease revenues, and during construction, a reconciliation of
expenditures paid with Loan proceeds.
6.10.5. Affordable Housing. Upon thirty (30) days’ prior written request from
Lender, (i) any information about the leasing and occupancy of the Affordable Units, including a
rent roll for the Project, summarizing the terms of all residential leases and the Household incomes
of the tenants, as of the end of December of the prior year no late r than March 1 of each year, or
more frequently as reasonably determined by Lende r; and (ii) any other in formation that may be
required to meet District and/or Federal repo rting requirements, including but not limited to,
information on household size, age, income, sex, and race or ethnicity of all occupants who reside
in Affordable Units.
6.10.6. Additional Financial Information. Upon thirty (30) days’ prior written
request from Lender, any additional information necessary to evaluate the financial position of the
Project, as reasonably determined by Lender.
6.10.7. Ongoing Project Updates . Upon five (5) days’ prior written request
from Lender, provide Lender with regular Project updates.
6.11. Records and Retention . Keep and maintain at all times complete and accurate
books of account and records (including copies of supporting bills and invoices) adequate to reflect
correctly the operation of the Project or the Property and the use of the Loan proceeds and copies
of all written contracts, leases, and other instruments which affect the Project or the Property. Keep
records for a period of five (5) years from the date that such records are generated. If any litigation,
claim or audit has begun before the expiration of the 5-year retention period, the records shall be

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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 befo re maturity all its material
obligations and liabilities, including tax liabilities, the expenses of the Project, and claims for labor,
materials, and supplies that, if unpaid, might 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 fi nancing statements on any personalty owned by
Borrower and included or to be included in the Project) reasonably required by Lender to confirm
the lien and security interest of the Deed of Trust, or any other collateral document.
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 covenant s, agreements and conditions on its part to be performed or
observed in all material respects.
6.17. Acknowledgement of Lender Financing.
(a) Allow Lender to, or as reasonably appr oved 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 a nd to maintain the display of such sign for the
duration of development or until the Loan has been fully sa tisfied, whichever event shall occur
first.
(b) Ensure that all written or printed materials distributed or posted by Borrower, which
publicize the Project, shall include information that the Project is being funded, partially or fully,
through Lender. Further, announcement of all events that publicize the Project shall acknowledge
funding by Lender. This may include, but is not limited to, social media, newspaper
announcements or advertisements, flyers, postings, any radio and television announcements.
6.18. Property Management. At all times during the term of this Agreement, Borrower
shall enter into a management contract with a District licensed professional management company
for the Project, cancelable on sixty (60) days’ notice, and otherwise in form and substance
satisfactory to Lender in its reasonable judgment. Borrower shall notify Lender at least sixty (60)
days in advance of any change in management and shall provide Lender with a copy of the
proposed management agreement for Lender’s review and approval prior to Borrower’s execution
thereof. Such approval shall not be unreasonably withheld, conditioned or delayed. The proposed

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successor manager shall be a ma nagement company, in good sta nding with the District of
Columbia, and experienced in mana ging properties of a si milar type and size as the Project. The
proposed successor manager shall deliver all organizational documents and other documents, upon
the request of Lender, regarding the manager’s su itability to manage the Project. Any successor
management contract entered into by Borrower shall be approved by Lender, such approval shall
not be unreasonably withheld, conditioned or delayed and shall provide that it shall be subject to
termination, without penalty, upon written requ est by Lender, addressed to Borrower if the
property manager fails, after being provided funds therefore from Borrower, to take action to cure
any material default under the property management contract within sixty (60) days’ notice thereof
by Lender with a copy to Borrower. In the event of an emergency situa tion, the sixty (60) day
notice period shall be shortened, at Lender’s re asonable discretion. Upon r eceipt of a request to
terminate the manager, Borrower shall terminate the management contract no later than sixty (60)
days from the date of the notice, provided that (i) Lender has approved of a new manager and
management contract, (ii) the change will not result in the Project being without a manager for any
period of time, and (iii) Borrower has received the prior written consent of the Senior Lender.
6.19. Affordability Covenants.
(a) Comply in all respects with the Affo rdable Housing Covenant and rent and
maintain the Affordable Units in accordance with the Affordable Housing Covenant.
(b) Maintain accurate records of the tenant household incomes and rent levels each
time that an Affordable Unit is rented, and rent rolls updated on a monthly basis, and available for
inspection by Lender within ten (10) days of Lender’s request therefore.
(c) Register any available Affordable Un it with the Housing Locator website
established pursuant to the Affo rdable Housing Clearinghouse Di rectory Act of 2008, D.C. Law
17-215, D.C. Official Code § 42-2131 et seq. and shall actively seek to market vacant units to
households referred by the District of Columbia Housing Authority as required in the Program
Requirements. As of the date of this Ag reement, the Housing Locator website is
www.DCHousingSearch.org.
6.20. Hazardous Materials Indemnity.
(a) Comply with all governmental requiremen ts applicable to Hazardous Materials
(including lead paint) a nd other environmental, health, fire and safety laws or regulations,
including, but not limited to, the Occupational Health and Sa fety Act and Americans With
Disabilities Act;
(b) Notify Lender of any notice received by Borrower of any leak, spill or other release
of Hazardous Materials or of any vi olation of any environmental, health, fire or safety laws or
regulations with respect to the Project or the Pr operty in which event Lender shall be allowed a
right of entry (including the right to conduct te sts and take samples from the Project or the
Property) and may, but shall not be required t o, remediate the problem if Borrower does not
promptly initiate and diligently pursue such remediation;
(c) If unlawful Hazardous Materials are determined to be located at the Project or on
the Property or another e nvironmental, health, fire or safety law or regulation has been violated

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and such violation has been caused by Borrower or its agents, provide Lender with a bond or letter
of credit, or similar financial as surance, satisfactory to Lender, in an amount sufficient to cover
the cost of any clean up or of remediation of the violation, as the case may be; and
(d) Indemnify and forever hold Lender harmle ss from any loss, claim, damage or
liability arising out of, or in connection with, the unlawful presence at the Project or on the Property
of, or contamination by, any Hazardous Materials or the violation of environmental, health, fire or
safety laws or regulations if such loss, claim, damage or liability was ca used by Borrower or its
agents and has occurred since Borrower took t itle to the Property; provided, however, Borrower
shall have no liability to the extent any loss aris es as a result of the gros s negligence or willful
misconduct of Lender. This indemnification shall survive repayment of the Loan.
(e) Further, Borrower shall pay Lender, upon demand, for all costs reasonably incurred
by Lender in connection with inspecting the Proj ect or the Property with respect to Hazardous
Materials, which Lender may do at any time and from tim e to time, and/or in connection with
reviewing any Hazardous Material, environmental, health, fire or related safety reports, including
Attorneys’ Fees and Costs, engineering fees and other fees and expenses if such costs are incurred
as a result of actions caused by Borrower or its ag ents after the date Borrower takes title to the
Property.
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, and remains uncured
after the Notice and cure periods provided below:
7.1.1. Any representation or warranty made herein or any statement or
representation made in any certi ficate, report or opinion (inclu ding legal opinions), financial
statement or other instrument fu rnished in connection with this Agreement (including requests),
any application materials for the Loan, or any of the other Loan Do cuments, proves to have been
incorrect in any material respect when made; or
7.1.2. Borrower fails to pay, within ten (10) days after the date on which it is
due and payable (a) the principal of, premium, if any, or interest or any other charges or sums on
or under the Note (whether on maturity, on any installment date, after acceleration, after notice of
prepayment, or otherwise), or (b) any other pa yment required by this Agreement or any of the
other Loan Documents to be paid by Borrower, including, but not limited to, any payments due to
Lender in accordance with the Final Loan Reduction Calculation; or
7.1.3. Borrower fails to duly and promptly perform, comply with or observe
any of the terms, covenants, c onditions or agreements contai ned herein or in the Program
Requirements, other than pertaining to insurance requirements herein for which there shall be no
such cure period, which default remains unremedied for thirty (30) days (or such other cure period
as may be specified herein) 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

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non-performing entity is taking appr opriate corrective action to cu re the default and the default
will not, in Lender’s sole judgment, impair the security for the Loan; or
7.1.4. An Act of Bankruptcy occurs with respect to Borrower or any other
guarantor of the Loan; or Borrower becomes generally unable to pay its debts as they become due;
or
7.1.5. An Event of Default occurs under any other Loan Document; or
7.1.6. Any mechanic’s lien is established against the Project and not discharged
or bonded against by Borrower within thirty (30) days after it receives notice of the establishment
thereof; or
7.1.7. Borrower fails to comply with any requirement of any Authority having
jurisdiction within thirty (30) days after the Au thority gives it written notice of the requirement;
or if any proceeding is begun or action taken to enforce any remedy for a violation of any
requirement of the Authority or any restrictive covenant affecting the Property.
7.2. Remedies of Lender on Event of Default. Whenever any Event of Default referred
to in subsection 7.1 has occurred, Lender may refuse to disburse any amounts hereunder, accelerate
the payments due on the Note and declare all other of Borrower’s obligations to be immediately
due and payable, bring suit on the Note, and take such other acti ons against Borrower as Lender
may deem to be appropriate, as permitted by law. In addition, Le nder, 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, pres entment, further notice
or demand, all of which ar e expressly waived by Borrower, at the place of pa yment provided in
such notice, anything in this Agreement or in the Note to the contrary notwithstanding.
7.2.2. Legal Action. By mandamus or other suit, action or proceeding at law
or in equity, enforce all rights of Lender, and require Borrower to carry out any agreement with or
for the benefit of Lender, and to perform its dutie s under this Agreement, the Deed of Trust, and
the other Loan Documents; and/or
(1) Bring suit on the Note; and/or
(2) By action or suit in equity enjoin any acts or things which may be unlawful
or in violation of the rights of Lender; and/or
(3) Take whatever action at law or in equ ity appears necessary or desirable to
collect the payments and other amounts then due and thereafter to become
due or to enforce performance and observance of any obligation, agreement
or covenant of Borrower or any other Person unde r this Agreement or any
other Loan Document.

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7.2.3. Books and Records . Have access to and inspect, examine and make
copies of the books and records and any and all accounts and similar data of Borrower.
7.2.4. Protection of Property . Without resort to judicial process, take such
steps as it deems appropriate to protect the Proj ect or the Property from depredation or injury,
including employment of watchm en or other protective services, and Borrower shall pay any
expenses incurred by Lender in taking such steps.
7.2.5. Completion of Project. Lender shall have no obligation to disburse any
portion of the undisbursed proceeds of the Loan to Borrower. Lender may enter the Project or the
Property for the purpose of causing Borrower’s obligations hereunder to be fulfilled, and for such
purposes Borrower hereby appoints Lender as its la wful attorney-in-fact , with full power of
delegation and substitution, to act for such purpose in its name, to take any or all of the following
actions:
(1) Continue the Project; and/or
(2) Avail itself and procure performance of all contr acts theretofore made by
Borrower; and/or
(3) Modify such contracts, or to enter into new contracts with the same or other
contractors, architects, suppliers or agents; and/or
(4) Pay, settle or compromise any bills, claims or liens incurred in connection
with the completion of the Project; and/or
(5) Prosecute or defend any action or pr oceeding in connection therewith, to
execute such applications and ce rtificates as may be required by
governmental authority or any agreement by Borrower; and/or
(6) Perform any other act and execute and deliver all documents and
instruments as may be appropriate for such purposes; and/or
(7) Use any funds not yet disbursed hereunde r or otherwise allocated or made
available therefor to pay the cost ther eof, it being specifically agreed that
this power of attorney is a power coupled with an interest which cannot be
revoked.
Any disbursement of funds for such purposes sh all be deemed disbursements pursuant to this
Agreement and evidenced by the Note. In addition, if it is necessary for Lender to disburse any
amounts in order to accomplish such purposes, Borrower shall re imburse Lender for the amount
of such excess, with interest thereon as provi ded in Section 13, and authorize Lender to apply
funds received from the sale or rental of any portions of the Project to the repayment of such excess
before the same are applied for any other purpose. Any action taken by Lender hereunder may, in
the sole discretion of Lender, be thereafter terminated or cha nged, and this Agreement or any
action taken hereunder shall in no way be constr ued as imposing any obligation on Lender to act
or continue to act on the behalf of Borrower or otherwise to complete the Project or fulfill any
obligation of Borrower in connection with the Project.

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7.2.6. Possession of Project . Take possession of th e Project and have, hold,
manage, lease and operate it on such terms and fo r such period of time as Lender deems proper;
and collect and receive all rents, income and pr ofits of the Project, with or without taking
possession of the Project, with full power to ma ke from time to time all alterations, renovations,
repairs or replacements thereto as seem proper to Lender, and to apply such rents, income and
profits to the payment of:
(1) The cost of such alterations, renova tions, repairs and replacements and
expenses incident to the taking and re taining possession of the Project and
the management and operation ther eof and keeping the same properly
insured, and
(2) All taxes and any other encumbrances which may be prior in lien or
payment to the obligations of Borrower hereunder, and
(3) The obligations of Borrower hereunde r, together with all costs and
Attorneys’ Fees and Costs, in such order of priority as to any of such items
as Lender in its sole discretion may determine, any law, custom or use to
the contrary notwithstanding.
7.2.7. Repossession of Collateral . Proceed under the Dist rict of Columbia
Uniform Commercial Code as to all or any part of the collateral, and in conjunction therewith
exercise all rights, remedies and powers of a secured party under the District of Columbia Uniform
Commercial Code as then in effect in the District of Columbia (“ UCC”), including taking
possession of the collateral pursuant to Section 9-503 of the UCC without resort to judicial process.
If an Event of Default occurs, Borrower shall assemble all of the collateral, and make it available
at the Property. Any notice required by Section 9-504 of the UCC shall be deemed reasonably and
properly given if given in the ma nner specified for other Notices und er this Agreement, at least
fifteen (15) days before any sale or other disposition of the collateral. Disposition of the collateral
shall be deemed commercially reasonable if made pursuant to a public offering advertised at least
twice in a newspaper of general circulation in the community where the collateral is located.
7.2.8. Foreclosure. Declare a default under the Loan Documents and exercise
its rights of foreclosure and other remedies available under the Deed of Trust.
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 shal l survive any such action, and Lender (to the extent provided
above) may take whatever action at law or in equity appears necessary and desirable to collect the
payments and other amounts then due, and thereafter to become due and/or to enforce the
performance and observance of any obligation, agr eement or covenant of Borrower hereunder or
of any other Person under any Loan Document.
No remedy herein conferred on or reserved to Lender is intended to be exclusive of
any other available remedy or remedies, but each such remedy shall be cumulative and shall be in
addition to each other remedy given under this Agreement or the other Loan Documents or now
or hereafter existing at law or in equity. If any right or remedy granted herein is held to be unlawful,

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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 Requireme nts, Borrower shall fully comply with the following Federal
and District requirements as they may be appli cable to Borrower, the Project or the Property,
including implementation of su ch 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 Require ments – 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 H ousing Act of 2016 – D.C. Official Code
§ 42-3541.01 et seq.;
(e) First Source Program – D.C. Official Code § 2-219.01 et seq.;
(f) Freedom of Information Act – D.C. Official Code § 2-531 et seq.;
(g) Inclusionary Zoning Implementation Act of 2006 – D.C. Official Code § 6-1041.01
et seq.;
(h) Relocation Assistance – 10B DCMR Chapter 22;
(i) Rental Housing Act of 1985 – D.C. Official Code § 42-3501.01 et seq.;
(j) Rental Housing Conversion and Sale Ac t of 1980 – D.C. Official Code § 42-
3401.01 et seq.;
(k) Sections 9a and 9b of Historic Landmark and Historic District Protection Act of
1978, as amended – D.C. Official Code § 6-1101 et seq.;

Loan Agreement (Revised Jan. 2023) 29
4921-6921-6656, v. 2
(l) Age Discrimination Act of 1975 – 42 U.S.C. § 6101 et seq. , including, but not
limited to, implementing regulations at 24 CFR Part 146;
(m) Americans with Disabilities Act of 1990 – 42 U.S.C. § 12101 et seq.;
(n) Broadband Infrastructure in HUD-Funde d New Construction & Substantial
Rehabilitation – 24 CFR § 891.
(o) Civil Rights Act of 1964 - 42 U.S.C. § 2000d et seq.;
(p) Conflict of Interest – 24 CFR § 570.611;
(q) Davis-Bacon and Related Acts – 40 U.S.C. § 3141 et seq. and 42 U.S.C. § 5310:
40 U.S.C. § 3701 et seq.; 29 CFR Parts 1, 3, and 5;
(i) The Federal statutory and regulatory requirements of the Davis-Bacon Act
(40 U.S.C. § 3141 et seq.) and the Contract Work Hours and Safety Standards Act (40
U.S.C. § 3701 et seq.) shall survive the term of the Loan. The Davis-Bacon Act requires
the payment of prevailing wage rates to all laborers and mechanics on Federal government
and District of Columbia construction contracts in excess of $2,000. The Davis-Bacon Act
labor standards also apply to the “Related Acts,” under wh ich construction projects are
assisted through Federal funded grants, loan s, loan guarantees, a nd insurance. Each
contract subject to Davis-Bacon labor standards requirements must contain in full the labor
standards clauses set forth in 29 CFR § 5.5(a) relating to minimum wages, apprentices and
trainees, withholding, payrolls and basic records, and liabilities and penalties for violations.
The mandatory Davis-Bacon contract provisio ns, the Federal Labor Standards Contract
Addendum (HUD Form 4010), are attached hereto as Exhibit D and incorporated herein.
The wage determination applicable to this Project is attached hereto as Exhibit E and
incorporated herein. The mandatory Davi s-Bacon labor provisions set forth in Exhibit D
and the wage decision set forth in Exhibit E must be incorporated in the Construction
Contract and each subcontract at any tier.
(a) Each weekly payroll statement required under 29 CFR § 3.3 shall be
delivered by the contractor or subcontractor, within seven (7) days after the regular
payment date of the payroll period, to the Office of Program Monitoring at District
of Columbia Department of Housing a nd Community Development, 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 subcontractor or his or her agent who
pays or supervises the payment of the persons employed under the contract. (29
CFR § 5.5(a)(3)(ii)(B)). Upon the request of Lender, Borrower shall provide or
shall cause its contractor or subcontrac tor to provide for Lender’s review, any
contract or subcontract upon which a certified payroll is based;
(r) Equal Credit Opportunity Act - 15 U.S.C. § 1691 et seq.;
(s) Lead Safe Housing Rule (Lead Based Paint) – 24 CFR Part 35;

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4921-6921-6656, v. 2
(t) Governmentwide Requirements for Dr ug-Free Workplace – 41 U.S.C. § 701 et
seq., including, but not limited to, Federal rules and regulations at 24 CFR Part 2429;
(u) Fair Housing Act of 1968 – 42 U.S.C. § 3601 et seq., including, but not limited to,
implementing regulations at 24 CFR Part 100;
(v) Hatch Act – 5 U.S.C. Chapter 15;
(w) National Environmental Policy Act of 1969 – 42 U.S.C. § 4331 et seq., including,
but not limited to, implementing regulations at 24 CFR Part 50 or 58, as applicable;
(x) Nonprocurement, Debarment and Suspension – 2 CFR Part 2424;
(y) Restrictions on Lobbying – 24 CFR Part 87;
(z) Section 3 of the Housing and Urban Development Act of 1968 - 12 U.S.C. § 1701u
et seq., including, but not limited t o, implementing regulations at 24 CFR Part 75. In accordance
with Lender’s policy for HPTF loans, during construction of the Project, Borrower shall comply
with and cause its successors, assi gns, and agents to comply with 24 CFR Part 75. The Section 3
requirement applies to assistance that exceeds $200,000.00 or where the cont ract or subcontract
exceeds $1,000,000.00. Borrower shall or shall cause its contractors to include the Section 3
Contract Addendum attached hereto as Exhibit F and incorporated herein in any contracts or
subtracts subject the Section 3 requirements;
(aa) Section 106 of the National Historic Preservation Act of 1966 – 16 U.S.C. § 470 et
seq., including, but not limited to, implementing regulations at 36 CFR Part 800;
(bb) Section 504 of Rehabilitation Act of 1973 – 29 U.S.C. § 794 et seq., including, but
not limited to, implementing regulations at 24 CFR Part 8;
(cc) Uniform Administrative Requirements, Cost Principles, and Audit Requirements
for Federal Awards – 2 CFR Part 200;
(dd) Uniform Relocation Act – 42 U.S.C. Chapter 61; and
(ee) Violence Against Women Act (“VAWA”) - 42 U.S.C. § § 13701–14040. Title VI
of the Violence Against Women Reauthorizat ion Act of 2013, Safe Ho mes for Victims of
Domestic Violence, Dating Violence, Sexual Assault, and Stalking, expanded the applicability of
the Act to the Low Income Housing Tax Credit program. VAWA protects both child and adult
victims of domestic violence, dating violence, sexual assault, and stalking. All owners and
managers shall comply with the requirements of this Act and shall use the applicable VAWA
forms, including, but not limited to, the HUD-5380 Notice of Occupancy Rights under the
Violence Against Women Act, HUD-5381 Model Em ergency Transfer Pl an for Victims of
Domestic Violence, Dating Viol ence, Sexual Assault, or Stalking, HUD-5382 Certification of
Domestic Violence, Dating Violence or Stal king, and Alternate Documentation, HUD-5383
Emergency Transfer Request for Certain Victims of Domestic Violence, Dating Violence, Sexual
Assault, or Stalking and HUD-91067 VAWA Lease Addendum.

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8.1. Duty to Comply with Lender Compliance Certifications. The Borrower acknowledges
that any misrepresentation of information or failure to comply with any agreement contained in its
certifications to comply with federal and Dist rict laws and regulati ons governing fair housing,
equal opportunity, accessibility and affirmative marketing requirements applicable to the Project
shall be deemed an Event of Default.
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 ma intain written standard s of conduct governing the
performance of its employees engaged in the award and administration of contracts to address the
prohibition against any real or apparent conflict of interest. Borrower shall submit a copy of its
conflict of interest policies and procedures to Lender within fifteen (15) days of the Closing Date.
9.1.2. No member, official, or employee of Lender shall be personally liable to
Borrower or any successor in interest in the even t of any breach of this Agreement by Lender or
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 ap pearance, sexual orientation, gender identity or
expression, familial status , family responsibilities, matricula tion, political af filiation, genetic
information, disability, source of income, status as a victim of an intrafamily offense, place of
residence or business, and status as a victim or family member of a victim of domestic violence, a
sexual offense, or stalking. Sexua l harassment is a form of se x discrimination, which is also
prohibited by the Human Rights Act and is prohibited by Mayor’s Order 2017-313 (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 disclosu re of public information.
Specifically, the law provides that “any person has a right to inspect, and at his or her discretion,
to copy any public record except as expressly ex empted by the FOIA. Further, a “public record”
has been defined by the District of Columbia Public Records Management Act of 1985 as “any
document, book, photographic image, electronic data recording paper, sound recording, or other
material regardless of form or characteristic, ma de or received pursuant to law or in connection

Loan Agreement (Revised Jan. 2023) 32
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with the transaction of public business by any office r or employee of the Dist rict.” D.C. Official
Code § 2-1701(13) (2008). Borrower acknowledges that Lender is subject to the FOIA.
11.2 Information or documentation submitted to Lender pursuant to this Loan, or in
connection with the transaction of the business of Lender, is subject to public disclosure in
response to a FOIA request. Therefore, informat ion that Borrower submits to Lender, if not
specifically exempted by D.C. Official Code § 2-534 of the FOIA, may be disclosed to the public
upon a proper request.
Section 12. Antideficiency Act Limitations . Notwithstanding any othe r 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 th e 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 prov ision(s) shall be in violation of the Antideficiency Act, that
particular provision, as applicable to Lender, shall be void ab initio.
Section 13. Miscellaneous.
13.1. Reimbursement of Disbursements Made or Other Costs Incurred by Lender .
If Borrower fails to make any payment or to perform any other of its obligations hereunder, Lender,
after notice to and demand on Borrower, without waiving any default or releasing Borrower from
any of its obligations hereunder, and without being under any obligation to do so, may make such
payment or perform any of the party’s obligations. All amounts so paid by Lender, and all fees and
other costs incurred by Lender, whether in connection with such payment or such performance or
otherwise in connection with it s duties and responsibilities unde r this Agreement and the other
Loan Documents, shall be immediately due an d payable by Borrower on demand therefor, as
additional payments hereunder, with interest thereon as provided in Section 13.2. In addition,
notwithstanding anything in this Agreement to the contrary, if Bo rrower defaults under any term
of this Agreement, and Lender employs attorney s or incurs other expenses for collection of
amounts due hereunder or enforcement of perfor mance or observance of any obligation or
agreement by Borrower herein, Borrower shall on demand therefor pay to Lender all Attorneys’
Fees and Costs.
13.2. Interest on Additional P ayments 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 wh ich any sum other than principal, premium (if
any), and interest is due from Borrower to Lender as a direct payment, reimbursement or otherwise,
and no specific provision is made as to the payment of interest thereon or the rate of interest thereon
is not otherwise specified, the sum shall bear interest from the date on which it becomes due until
paid in full at the Default Interest Rate (as defined in the Note).
13.3. Indemnification of Lender.
13.3.1. Claims in Connection with the Project. Except where it is the result of
Lender’s gross negligence or willful misconduct, (a) Borrower shall protect, indemnify, and save
harmless Lender, its employees, agents and representatives against and from all claims incurred

Loan Agreement (Revised Jan. 2023) 33
4921-6921-6656, v. 2
by, or asserted or imposed against, any of them, and any loss or expense (including all Attorneys’
Fees and Costs) in connection therewith, due to Lender’s participation in the financing of the
Project, any accident, injury (including death) or damage to any Person or property, however
caused, resulting from, connected wi th or growing out of any act of commission or omission of
Borrower, or any agents, assignees, contractors or subcontractors of Borrower, or any use, nonuse,
possession, occupation, condition, operation, serv ice, design, constr uction, acquisition,
maintenance or management of, or on, or in connection with, the Pr oject, until this Agreement is
terminated, regardless of whether the claims are against or are sustained by Lender, it employees,
its agents or its representatives; (b) Lender shall not be liable for any damage or injury occurring
during the Loan term to Persons or property of Borrower or any of its agents or any other Person
who or which is on the Property, and Borrower he reby releases Lender from, and agrees that
Lender shall not be liable for, and Borrower, jo intly and severally, shall hold Lender harmless
from, any such liability; and (c) Borrower, join tly and severally, may, a nd if so requested by
Lender, shall undertake to defend, at its sole expense, all claims brought against Lender or any of
Lender’s employees, agents or representatives in connection with any of the matters mentioned in
this subsection, provided that Lender gives Borrowe r timely Notice of and forwards to Borrower
every demand, notice, su mmons or other process received c oncerning any claim within the
purview hereof.
13.3.2. Approvals of Project . No inspections or appr ovals of the Project by
Lender during or after construction shall constitute a warranty or representation by Lender or any
of its agents as to the technica l sufficiency, adequacy or safety of any structure or any of its
component parts, including any fixtures, equipment or furnishi ngs, and such approvals or
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 di sbursement 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, office rs, directors or shareholders or by or against anyone claiming
under or through Borrower or its pr incipals, 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 oblig ations of Lender hereunder,
including any obligati on to make disbursements under th e 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 satisf action of such conditions in accordance with its te rms 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 sha ll, under any circumstances, be deemed to be a

Loan Agreement (Revised Jan. 2023) 34
4921-6921-6656, v. 2
beneficiary of such conditions, any and all of whic h 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 provi sion of this Agreement. Borrower hereby
irrevocably designates Registered Agent, as the true and lawful attorney of Borrower for the
purpose of receiving service of all legal notices and process issued by any court in the District of
Columbia as well as service of all pleadings a nd other documents related to any legal proceeding
or action arising out of this Agreement. Notwithstanding the above, Borrower shall have the right
to change its Registered Agent, in which event Borrower shall give written notice to Lender of any
such change, including a current address.
13.8. No Third Party Beneficiaries. The terms and provisions of this Agreement are for
the benefit of the parties heret o, and no other person shall have a ny 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 Bo rrower, as applicable, at its respective address listed below, by
regular and certified US mail, or one (1) busine ss day after having been delivered by courier or
overnight delivery service to the appropriate party at the address listed below and with receipt for
delivery or refusal of delivery. Copies of notices to the entities listed below to receive copies shall
be sent by regular mail or electronic mail. Any party or entity may change its address to receive
notice or copies thereof by sending a written notice of the change to all ot her 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

Loan Agreement (Revised Jan. 2023) 35
4921-6921-6656, v. 2
If to Borrower: 2151 California Associates LLC
1401 H Street NW, Suite 1000
Washington, D.C. 20005
Attention: John Welsh
with copy to: Reno & Cavanaugh, PLLC________________________
455 Massachusetts Ave, NW, Suite 400¶
Washington, DC 20001¶
13.11. Attn: Efrem Levy, Esq. & Matthew Greeson, Esq.¶ 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 sh all survive the execution and delivery of this
Agreement and the other Loan Documents, an d the making of all disbursements hereunder,
regardless of any investigation made by or on behalf of Lender.
13.13. Entire Agreement; Successors an d 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, inducemen ts, 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 inur e to the benefit of Borrower, jo intly 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 th is 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 th is 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 ma de (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, pa ragraph or subparagraph shall be deemed, unless
otherwise expressly indicated, to have been ma de to such section, 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 inte rpretation, performance and enforcement of th is Agreement. All
citations to legislation herein shall mean for such legislation as of the date hereof, and as may be
amended from time to time in the future.

Loan Agreement (Revised Jan. 2023) 36
4921-6921-6656, v. 2
13.18. Conflict with Program Requirements . In the event of a conflict between this
Agreement and the Program Requirements, the Program Requirements shall control.
13.19. Subordination. The rights of the Lender and any holder of the Note under any of
the Loan Documents (except the Affordable Housing Covenant) shall be subordinate in all respects
to the rights of the Senior Lender under the Senior Loan Documents and are subject in all respects
to the terms and provisions of the Subordination Agreement.
[Remainder of page intentionally left blank]

Loan Agreement (Revised Jan. 2023) 37
4921-6921-6656, v. 2
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 ____________________________
Gita F. Sankano
Assistant General Counsel

[Signatures continue on following page]
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A-1

EXHIBIT A
SUMMARY OF LOAN TERMS
5
SUMMARY OF LOAN TERMS
Project Name: The Bobbi
Borrower Name: 2151 California Associates LLC
Project Address: 2151 California Street, NW
DHCD Project Manager: Tiphanie Jones
Funding Round: 2023 Consolidated RFP
Last Updated: Loan Review Committee
Funding Description
Gap Funding Amount: Amount not to exceed $14,222,891
Tax Credit Allocation: $1,100,000 - 9% LIHTC
Loan or 9% LIHTC
Increase Approved:
Increase from Application: 9% Increase - $268,500
HPTF Increase - $ 3,096,684 Percentage Increase from Application: 22%
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)
__ CDBG-Section 108 Loan Guarantee Program
__ 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
__ New Construction - Hard Costs
X Rehabilitation - Hard Costs
_ Cash Collateralization of Tax-Exempt Bonds__ Critical Repairs (only select if
acquisition financing only)
X Other HPTF or federally eligible costs as defined in the Development Project
Budget (Form 202)
x Funds may be used to reimburse predevelopment and acquisition costs at
DFD’s discretion, regardless of when the costs were incurred.
x Eligible uses must be identified and approved in Form 202.
x The draw schedule will be established prior to the Closing Date.

Loan Term: 43 years from the Closing Date
Interest Rate: 3% simple interest
Accrual starts on the Closing Date on amounts drawn down
Construction/Stabilization
Period:
24 months for construction plus 12 months for stabilization, including lease-up
and conversion
Retainage Amount: $1,422,289 The lesser of ten percent (10%) of the
construction contract or ten percent (10%) of the Loan amount]
Repayment Start: Commences on May 1 of calendar year after the projected Placed in-Service date
(or comparable documentation is projected to be received), subject to Net Cash
Flow waterfall in the Deed of Trust Note
Repayment Source: The Loan is to be repaid from Net Cash Flow and proceeds resulting from any
Capital Transaction, as set forth in the Loan Documents and Borrower’s
organizational documents.
Recourse: Non-recourse
Collateral Position:
Tax-Exempt/Taxable
Bonds/ State and Federal
LIHTC:
Other Subsidies Awarded
Through RFP:
Other Non-RFP or
Existing Subsidies:
SXERUGLQDWH deed of trust on the Property and Project, including all of
Borrower’s right, title and interest in the land, improvements, rents and leases,
fixtures, personality and all collateral located on or used in connection with the
Project.
X 9% Low Income Housing Tax Credits (LIHTC) – Amount: $1,100,000
X State Low Income Housing Tax Credits (DC LIHTC) – Amount: $275,000
__ None
X Local Rent Supplement Program (LRSP) – 3 Units
__ Annual Contributions Contract (ACC) (Public Housing Operating Subsidy)
__ Department of Human Services (DHS)
X Permanent Supportive Housing (PSH) - 1 Unit
__ Case Management Supportive Services
__ Other: N/A
__ Section 8 Project-Based Subsidy (i.e., PBV or PBRA HAP contract)
__ Rental Assistance Demonstration (RAD) conversion or transfer of
assistance __ Annual Contributions Contract (ACC) (Public Housing Operating
Subsidy) __ Department of Behavioral Health operating subsidy
__ Nonprofit Affordable Housing Developer Tax Relief
__ Other: N/A

District Land: N/A PADD N/A DMPED
Project Description/Application Commitments
Project Type: Production X Preservation __ Preservation and Production
New Units – N/A
X Rental __ Homeownership __ Limited Equity Cooperative
Total Units in Project: 23 Units
Total Affordable Units in
Project:
23 Units
LIHTC Set-Aside
Election:
X 40% of Units at 60% MFI
__ 20% of units at 50% MFI
__Average Income 60%
__ N/A
Affordability Period
Restriction:
HPTF:
Perpetual __ 99 years __ 62 years __ 52 years X 42 years
x Commence on the Closing Date
LIHTC:
___ Perpetual __ 99 years __ 60 years __ 50 years X 40 years (minimum
requirement starting 2021) __ 30 years
x Commences with the first year of the tax credit period
Federal Funds:
[ ] years from the Closing Date
N/A Use of Ground Lease Structure: [ ] years
Leverage: $683,822 Minimum Deferred Developer Fee Commitment
$ ____ Minimum Seller’s Note/Other Owner Subsidy Commitment
42% DHCD Participation (Overall leverage) $618,387 per unit
Unit Affordability Mix
and Applicable
Program(s):
See table below
Unit
Description Median
Number
of
Bedrooms Baths Income Units
1 Bedroom 1 30% 1
1 Bedroom 1 60% 1
1 Bedroom 1 50% 1
2 Bedroom 1 30% 1
2 Bedroom 1 50% 5
2 Bedroom 1 60% 1
2 Bedroom 1 80% 6

3 Bedroom 2 30% 1
3 Bedroom 2 50% 1
3 Bedroom 2 60% 5
23
Income Levels Served: 58% 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
x 0 percent to 30 percent MFI: 12%
x 31 percent to 50 percent MFI: 28%
x 51 percent to 80 percent MFI: 60%
x Market-rate (unrestricted, unsubsidized):
Permanent Supportive
Housing (PSH):
20% __ 10% X 5% PSH units
__ None __ Other:
__ DBH Units
__ Scattered Site __ Limited Site-Based X Site-Based
Office Space Required? ___ Y X N
Security Plan Required? ___ Y X N
Family-Oriented Units: 13 - 2+ Bedroom units 7 - 3+ Bedroom units
Programs to Address
Additional Barriers to
Housing:
___ Returning citizens ___ Households of unknown immigration status ___
Residents with developmental or intellectual disabilities
___ Residents with diverse language needs ___ Youth aging out of foster care
___ Housing for Persons With AIDS
Housing for Seniors and
People with Disabilities:
___ Assisted Living that accommodates seniors and people with disabilities
___ Independent Living that accommodate seniors and people with disabilities
___ Age restricted housing 55+ ___ Provision of twice the number of
accessible and audio/visual units as required by Section 504
Provision of Wealth-
Building Opportunities:
___ Immediate homeownership opportunities
___ Designation as DBE, ROB, or led or controlled by individuals designated as
socially disadvantaged per SBA
___ Structured to transfer to tenant ownership after the initial 15-year
compliance period
Vacancies filled from
Section 8 and Public
Housing Waiting List:
___Yes X No

Qualified Non-Profit
Majority Owner with
ROFR:
___ Yes X No
___ N/A for non-LIHTC projects
Right to seek a Qualified
Contract waived:
Green Design and
Building Threshold
Requirements
X Yes (No is not an option)
___ N/A for non-LIHTC projects
Minimum Green Building Certification Required:
_X__ 2020 Enterprise Green Communities Criteria (EGC) (rehabilitation
projects of any size and new construction buildings less than 50,000 sf)
____ 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): _________________
Solar Ready: X Yes
Solar Included: ;Yes ___No
Resilient Buildings and
Innovative Design:
Advanced Certification(s) or Innovative Design Features Pursued:
____ 2020 Enterprise Green Communities Criterion 5.4 Achieving Zero Energy
_X_ 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
____ 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:
____ Per Resident Services Plan
Budget Source (check all that apply): ___ Developer Fee ___ Fundraising ___
Operating Budget ___ Other]
Services Offered (check all that apply):
Training & Educational Programming – Academic and Economic Empowerment
Training & Educational Programming – Environment, Health and Wellness

Resident Involvement and Organizational Capacity-Building
Onsite Daycare Services (Proposed Adult Daycare)
Community Amenities (check all that apply):
___ High Speed Internet (at least 5 years at no charge; entire building)
____ Li
_X _Community/Multi-purpose Room
_X_ Fitness Center
____ Onsite Grocer/Farmers Market/Food Provision/Garden
____ Health Facility Onsite
Workforce Development
and CBE Participation:
____ A local apprenticeship program exceeding minimum apprenticeship hours
worked by DC residents by 10% or more
____ Exceeding the District’s First Source Hiring requirement by 10% or more
____ Certified Business Enterprise (CBE) participation of 50% or more
Other Project Features: ____Commercial Space(s): ______ SF
Resident/Community Amenity Spaces:
Y Parking Spaces 5 of spaces
X Other: Library
____ Utilization of Condo or Tax Lot Regime for Ineligible Uses
Additional Explanation: __________________________________

Table 1
Unit Affordability Mix and Applicable Program(s)

Table 2
# of Units Max MFI% % of Units % of Total SF % of Affordable SF
3 30% 13% 1 %1 %
7 50% 30% 29% 29%
7 60% 30% 32% 32%
6 80% 26% 28% 28%
58% 100% 100%Av erage MFI of U nits:

B-1

EXHIBIT B
PROJECT BUDGET

DHCD- DEVELOPMENT BUDGET
TOTAL DEVELOPMENT COSTS Total Residential Units 23 Total Gross Square Footage 30,104
Source: Source: Source: Source: Source: Source:
100.0%
Senior Loan
Amount (1st DOT)
Deferred
Developer Fee
Equity/Green
Building Sources
Residential
Debt/Grants (DHCD
Federal
LIHTC &
HTC HPTF
ACQUISITION $3,335,456 $683,822 $237,950 $447,534 $14,642,290 14,222,891
Building Acquisition $6,299,011 66% $209 $273,870 $6,299,011 $3,335,456 $683,822 $237,950 2,041,783 $0
Land Acquisition $2,750,989 29% $91 $119,608 $2,750,989 $830,992 $1,919,997
Other Acquisition Costs 1 - Closing Costs $505,811 5% $17 $21,992 $505,811 $505,811
Other Acquisition Costs 2 - Carrying Costs $0 0% $0 $0 $0 $0
Other Acquisition Costs 3 $0 0% $0 $0 $0 $0
Other Acquisition Costs 4 $0 0% $0 $0 $0 $0
Other Acquisition Costs 5 $0 0% $0 $0 $0 $0
Total Acquisition Costs $9,555,811 28% $317 $415,470 $9,555,811 $3,335,456 $683,822 $237,950 $0 $2,872,775 $2,425,808
CONSTRUCTION
Construction Costs $9,213,150 70% $306 $400,572 $9,213,150 $6,778,393 $2,434,757
Site work (Incl. Public Work) $369,804 3% $12 $16,078 $369,804 $369,804
Environmental Remediation - (AST Removal) $58,511 0% $2 $2,544 $58,511 $26,786 $31,725
Profit $191,192 1% $6 $8,313 $191,192 $191,192
Overhead $573,575 4% $19 $24,938 $573,575 $573,575 $0
General Conditions/Requirements $573,575 4% $19 $24,938 $573,575 $573,575 $0
Builders Risk Insurance (GC Gen Labiality) $100,376 1% $3 $4,364 $100,376 $0 $100,376
Bond Premium $88,756 1% $3 $3,859 $88,756 $88,756
Contingency $1,377,233 12% $46 $59,880
$1,377,233 $965,976 $411,257
Other Construction Cost 1 - Price Escalation (POC) $0 0% $0 $0 $0 $0
Other Construction Cost 2 - Early Start Costs $77,000 1% $3 $3,348 $77,000 $77,000
Other Construction Cost 3 - Critical Repairs (POC) $100,680
1%
$3 $4,377
$100,680
$100,680
Other Construction Cost 4 - Builders Risk Insurance (POC) $130,000 1% $4 $5,652 $130,000 $130,000
Other Construction Cost 5 - Other / Owner Carried & Solar Sy $308,000 2% $10 $13,391 $308,000 $308,000
Total Construction Costs $13,161,852 39% $437 $572,254 $13,161,852 $0 $0 $0 $0 $9,479,301 $3,682,551
SOFT COSTS
Architect & Engineer (All Costs Carried by KGD) $503,802 16% $17 $21,904 $503,802 $503,802
Architect & Engineer Supervision - (KGD CA) $58,233 2% $2 $2,532 $58,233 $58,233
A&E Reimbursables (Civil Carried by Ownership) $157,435 5% $5 $6,845 $157,435 $157,435
Owner's Rep (Construction Monitoring) $130,000 4% $4 $5,652 $130,000 $130,000
Borrower Legal $326,628 11% $11 $14,201 $326,628 $326,628
Appraisal $19,965 1% $1 $868 $19,965 $19,965
Permits and Tap Fees (Incl Expediter) $166,639 5% $6 $7,245 $166,639 $166,639
Market Study $18,100 1% $1 $787 $18,100 $18,100
Environmental & Soil Reports $57,444 2% $2 $2,498 $57,444 $57,444
Type of Uses Total Budgeted
Cost
% of
Cost
Cost per sq
ft
Residential
Percentage
Cost per unit
Sources for DHCD Eligible Units/Uses
RESIDENTIAL
HCD Form 202 (2023v3) 1
Source: Source: Source: Source: Source: Source:
100.0%
Senior Loan
Amount (1st DOT)
Deferred
Developer Fee
Equity/Green
Building Sources
Residential
Debt/Grants (DHCD
Federal
LIHTC & HTC HPTF
Type of Uses Total Budgeted
Cost
% of
Cost
Cost per sq
ft
Residential
Percentage
Cost per unit
Sources for DHCD Eligible Units/Uses
RESIDENTIAL
Testing and Inspection $131,112 4% $4 $5,701 $131,112 $131,112
Title, Transfer and Recordation $75,620 2% $3 $3,288 $75,620 $75,620
Interim Insurance $93,268 3% $3 $4,055 $93,268 $93,268
Interim Taxes $0 0% $0 $0 $0 $0
Accounting Fees & Cost Certification $60,655 2% $2 $2,637 $60,655 $60,655
Marketing $5,000 0% $0 $217 $5,000 $5,000
Survey $45,530 1% $2 $1,980 $45,530 $45,530
FFE $130,000 4% $4 $5,652 $130,000 $130,000
Tenant Improvements $0 0% $0 $0 $0 $0
Utility Connection Fees $59,600 2% $2 $2,591 $59,600 $59,600
Soft Cost Contingency $261,909 9% $9 $11,387 $261,909 $261,909
Other Soft Cost 1 - Syndication Costs $60,000 2% $2 $2,609 $60,000 $60,000
HCD Form 202 (2023v3) 2
Source: Source: Source: Source: Source: Source:
100.0%
Senior Loan
Amount (1st DOT)
Deferred
Developer Fee
Equity/Green
Building Sources
Residential
Debt/Grants (DHCD
Federal
LIHTC & HTC HPTF
Type of Uses Total Budgeted
Cost
% of
Cost
Cost per sq
ft
Residential
Percentage
Cost per unit
Sources for DHCD Eligible Units/Uses
RESIDENTIAL
Other Soft Cost 2 - Relocation Costs $437,001 14% $15 $19,000 $437,001 $437,001
Other Soft Cost 3 - Other $85,061 3% $3 $3,698 $85,061 $85,061
Other Soft Cost 4 - Historic Tax Consultant $58,000 2% $2 $2,522 $58,000 $58,000
Other Soft Cost 5 - Partnership Fee at Acquisition $126,627 4% $4 $5,506 $126,627 $126,627
Total Soft Costs $3,067,629 9% $102 $133,375 $3,067,629 $0 $0 $0 $0 $0 $3,067,629
OTHER FINANCING COSTS
DHCD LIHTC Allocation Fee $110,000 3% $4 $4,783 $110,000 $110,000
DC LIHTC Fee $27,500 1% $1 $1,196 $27,500 $27,500
Bond Counsel 0% $0 $0 $0 $0
Bond Purchaser's Counsel 0% $0 $0 $0 $0
Underwriter Fee 0% $0 $0 $0 $0
Underwriter's Counsel 0% $0 $0 $0 $0
Trustee Setup Fee/Legal 0% $0 $0 $0 $0
Rating Agency/Printing Fee 0% $0 $0 $0 $0
Negative Arbitrage 0% $0 $0 $0 $0
Tax Credit Fees/Legal 0% $0 $0 $0 $0
Construction Period Intererst Capitalized $1,307,577 32% $43 $56,851 $1,307,577 $1,307,577
Construction LoC Fee $0
Construction LoC Annual Fee 0% $0 $0 $0 $0
Construction Lender's Fee $141,729 3% $5 $6,162 $141,729 $141,729
Construction Lender's Counsel $30,000 1% $1 $1,304 $30,000 $30,000
Construction Lender's Inspection Fee $29,700 1% $1 $1,291 $29,700 $29,700
Conversion Fee $33,355 1% $1 $1,450 $33,355 $33,355
Permanent Lender Financing Fee $5,000 0% $0 $217 $5,000 $5,000
Permanent Lender Inspection Fee $30,000 1% $1 $1,304 $30,000 $30,000
Permanent Lender Counsel Fee $35,000 1% $1 $1,522 $35,000 $35,000
Financial Advisor 0% $0 $0 $0 $0
Cash Flow Verification Analyst 0% $0 $0 $0 $0
GIC Brokerage Fee 0% $0 $0 $0 $0
Predevelopment Lender Fees/Interest - CIP & DHCD $1,578,944 38% $52 $68,650 $1,578,944 $1,578,944
Financing Contingency $224,239 5% $7 $9,750 $224,239 $224,239
Other Financing Cost 1 - Bridge $0 0% $0 $0 $0 $0
Other Financing Cost 2 - Rise Impact fee $20,000 0% $1 $870 $20,000 $20,000
Other Financing Cost 3 - Certificated State Credit Loan $25,000 1% $1 $1,087 $25,000 $25,000
Other Financing Cost 4 - DHCD HPTF Accrued Interest $447,534 11% $15 $19,458 $447,534 $447,534
Other Financing Cost 5 - Repay Operating Deficit Loan $65,000 2% $2 $2,826 $65,000 $65,000
Total Other Financing Costs $4,110,578 12% $137 $178,721 $4,110,578 $0 $0 $0 $0 $0 $4,110,578
HCD Form 202 (2023v3) 3
Source: Source: Source: Source: Source: Source:
100.0%
Senior Loan
Amount (1st DOT)
Deferred
Developer Fee
Equity/Green
Building Sources
Residential
Debt/Grants (DHCD
Federal
LIHTC & HTC HPTF
Type of Uses Total Budgeted
Cost
% of
Cost
Cost per sq
ft
Residential
Percentage
Cost per unit
Sources for DHCD Eligible Units/Uses
RESIDENTIAL
DEVELOPER'S FEE
Fee on Non-Acquisition Costs $2,188,551 7% $73 $95,154 $2,188,551 $376,128 $1,812,423 $0
Fee on Acquisition Costs $477,791 1% $0 $20,774 $477,791 $477,791
Total Developer's Fee $2,666,341 8% $0 $115,928 $2,666,341 $0 $0 $0 $376,128 $2,290,213 $0
RESERVES AND ESCROWS (funded amounts only)
Operating Reserve 130,851.61
13%
$4 $5,689
$130,852
$0 $130,852
Lease Up Reserve 65,425.81 6% $2 $2,845 $65,426 $65,426
Replacement Reserve Deposit (Initial Payment) 8,050.00
1%
$0 $350
$8,050
$8,050
Debt Service Reserve 140,353.71
14%
$5 $6,102
$140,354
$140,354
Other - Resident Services Reserve 75,000.00 7% $2 $3,261 $75,000 $75,000
Other Reserve 2 - SWM 87,600.00 9% $3 $3,809 $87,600 $71,407 $16,193
Other Reserve 3 - Certificated State Credit Loan 450,450.00
45%
$15 $19,585
$450,450
$450,450
Other Reserve 4 - Operating Deficit Reserve $50,000 5% $2 $2,174 $50,000 $50,000
Other Reserve 5 0% $0 $0 $0 $0
Total Reserves and Escrows $1,007,731 3% $33 $43,814 $1,007,731 $0 $0 $0 $71,407 $0 $936,324
TOTAL USES OF FUNDS $33,569,943 100% $1,027 $1,459,563 $33,569,943 $3,335,456 $683,822 $237,950 $447,535 $14,642,290 $14,222,890
MAXIMUM DEVELOPER'S FEE - - - 1 (0) (0)
Fee on Non-acquisition Costs
Less Acquisition Costs
Less Construction Contingency
Less Soft Cost + Financing Contingency
Non Acquisition Fee Basis
Cost/ sq ft Cost per unit
Fee on Non-acquisition Costs $73 $95,154
Fee on Acquisition Costs
Acquisition Costs
Cost/ sq ft Cost per unit
Fee on Acquisition Costs $16 $20,774
Total Developer's Fee $89 $115,928
-$3,886,339Less LIHTC Syndication and Bond Financing-Related Costs
Maximum Developer Fee Calculation
5%
Fee on Development Costs Fee on Acquisition Costs
Eligible development costs for calculating
the maximum fee do not include the
following: hard or soft cost contingencies,
syndication/bond-financing related costs;
funded guarantee and reserve accounts that
are required by lenders or investors; and
developers' fees.
If there is an identity of interest
between the seller and the
purchaser, no fee shall be
calculated on the acquisition
price.
15% 5%
Any fee in excess of $2 million shall be deferred up to the amount that can be
recovered from cash flow over 12 years of operations. Amounts that cannot
be repaid during this period will be added to the initial $2 million paid fee.
-$9,555,811
-$1,377,233
$2,666,341
$477,791
-$486,149
$14,590,339
15%
$2,188,551
$9,555,811
$29,895,870Total Development Costs before Developer's Fee and Guarantees and Reserves
HCD Form 202 (2023v3) 4

C-1

EXHIBIT C
CONSTRUCTION DRAW SCHEDULE
Remove one month lease up
Period/Milestone Closing Budget Closing Final Completion Start Lease-Up Start Lease-Up Finish Lease-up
Period/Milestone #2 (if overlapping)
Month 0 1234 5 6 7 8 9 1 0 1 1 1 2 1 3 1 4 1 5 1 6 1 7 1 8
Date 4/30/26 5/31/26 6/30/26 7/31/26 8/31/26 9/30/26 10/31/26 11/30/26 12/31/26 1/31/27 2/28/27 3/31/27 4/30/27 5/31/27 6/30/27 7/31/27 8/31/27 9/30/ 27 10/31/27
Development Uses
Total Acquisition Costs 9,555,811 9,555,811$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Total Construction Costs 14,508,905 483,039$ 97,211 $ 59,590 $ 202,819 $ 540,226 $ 1,126,237$ 1,837,851 $ 2,347,705 $ 2,347,705 $ 1,837,851 $ 1,201,225 $ 615,214 $ 277,807 $ 134,578 $ 1,399,845$ - $ - $ - $ - $
Total Soft Costs 4,227,356 2,583,600$ 107,553 $ 82,743 $ 82,743 $ 82,743 $ 82,743 $ 82,743 $ 82,743 $ 82,743 $ 82,743 $ 130,143 $ 130,143 $ 130,143 $ 137,228 $ 69,786 $ 64,786 $ 39,256 $ 39,256 $ 39,256 $
Total DCHFA Financing Costs - -$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Total Other Financing Costs 3,956,857 2,976,056$ 40,246 $ 41,012 $ 41,561 $ 42,611 $ 44,839 $ 49,113 $ 55,875 $ 65,724 $ 78,557 $ 88,802 $ 96,030 $ 100,244 $ 102,722 $ 104,504 $ 107,640 $ 108,492 $ 109,190 $ 109,892 $
Total Developer's Fee 2,209,583 500,000$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 1,300,000$ - $ - $ - $ - $
Total Reserves and Escrows 1,183,966 -$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
DHCD Accrued Interest 628,162 25,245$ 25,500 $ 25,683 $ 26,032 $ 26,773 $ 28,195 $ 30,445 $ 32,421 $ 32,421 $ 32,421 $ 32,421 $ 32,421 $ 32,421 $ 32,421 $ 35,557 $ - $ - $ - $ - $
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
TOTAL USES 36,270,641$ 16,123,751 $ 270,510 $ 209,028 $ 353,155 $ 692,354 $ 1,282,015$ 2,000,152 $ 2,518,745 $ 2,528,594 $ 2,031,573 $ 1,452,591 $ 873,809 $ 540,615 $ 406,949 $ 2,909,692$ 172,426 $ 147,748 $ 148,446 $ 149,149 $
FALSE
GC Contract 12,680,434 1,268,043
Bridge/Construction Sources
Senior Construction Loan Amount 19,395,296 4,607,747$ - $ - $ - $ - $ 574,012$ 1,969,707$ 2,486,324 $ 2,496,173 $ 1,999,152 $ 1,420,170 $ 841,388 $ 508,194 $ 374,528 $ - $ 172,426$ 147,748 $ 148,446 $ 149,149 $
DHCD 14,222,891 9,555,811$ 679,807 $ 679,807 $ 679,807 $ 679,807 $ 679,807 $ - $ - $ - $ - $ - $ - $ - $ - $ 1,268,043$ - $ - $ - $ - $
Federal LIHTC & HTC Equity 3,224,913 1,934,948$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 1,289,965$ - $ - $ - $ - $
DHCD Accrued Interest 628,162.40 25,245$ 25,500 $ 25,683 $ 26,032 $ 26,773 $ 28,195 $ 30,445 $ 32,421 $ 32,421 $ 32,421 $ 32,421 $ 32,421 $ 32,421 $ 32,421 $ 35,557 $ - $ - $ - $ - $
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 351,684$ - $ - $ - $ - $
Repayment (19,395,296) -$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
SUBTOTAL 18,075,967$ 16,123,751 $ 705,307 $ 705,490 $ 705,839 $ 706,580 $ 1,282,015$ 2,000,152 $ 2,518,745 $ 2,528,594 $ 2,031,573 $ 1,452,591 $ 873,809 $ 540,615 $ 406,949 $ 2,945,250$ 172,426 $ 147,748 $ 148,446 $ 149,149 $
Permanent Sources - Residential
Senior Loan Amount (1st DOT) 1,223,734 -$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Deferred Developer Fee 371,200 -$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Solar ITC Equity\Green Building 0 -$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Other Residential Debt/Grants 0 -$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Certificated State Credit Loan 1,925,000 -$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Federal LIHTC Equity 7,259,274 -$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Other Equity Sources - HTC 2,415,466 -$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Sponsor Loan - Gap 0 -$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Permanent Sources - Nonresidential
DCSEU 0 -$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
SUBTOTAL 13,194,674$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
TOTAL SOURCES 31,270,641$ 16,123,751 $ 705,307 $ 705,490 $ 705,839 $ 706,580 $ 1,282,015$ 2,000,152 $ 2,518,745 $ 2,528,594 $ 2,031,573 $ 1,452,591 $ 873,809 $ 540,615 $ 406,949 $ 2,945,250$ 172,426 $ 147,748 $ 148,446 $ 149,149 $
SOURCES less USES (5,000,000)$ - $ 434,797$ 496,462 $ 352,684 $ 14,227 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 35,557$ - $ - $ - $ - $
PROJECTED DRAW SCHEDULE
DHCD Form 202 (2023 v3)
Period/Milestone
Period/Milestone #2 (if overlapping)
Month
Date
Development Uses
Total Acquisition Costs
Total Construction CostsTotal Soft CostsTotal DCHFA Financing CostsTotal Other Financing CostsTotal Developer's FeeTotal Reserves and Escrows
DHCD Accrued Interest
TOTAL USES
Bridge/Construction Sources
Senior Construction Loan Amount
DHCD
Federal LIHTC & HTC EquityDHCD Accrued Interest
Repayment
SUBTOTAL
Permanent Sources - Residential
Senior Loan Amount (1st DOT)
Deferred Developer FeeSolar ITC Equity\Green BuildingOther Residential Debt/Grants Certificated State Credit LoanFederal LIHTC EquityOther Equity Sources - HTC
Sponsor Loan - Gap
Permanent Sources - Nonresidential
DCSEU
SUBTOTAL
TOTAL SOURCESSOURCES less USES
Conversion/Fina
l Closing
Final Equity
Contribution Total Balance
19 20 21 22 23 24 25 26 27 28
11/30/27 12/31/27 1/31/28 2/29/28 3/31/28 4/30/28 5/31/28 6/30/28 7/31/28 8/31/28
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ 9,555,811 -
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ 14,508,905 -
39,256$ 55,000 $ - $ - $ - $ - $ - $ - $ - $ - $ 4,227,356 -
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - -
110,599$ 111,311 $ - $ - $ - $ - $ - $ - $ - $ - $ 4,585,019 (628,162)
-$ - $ 371,200$ - $ - $ - $ - $ 200,000$ - $ 2,371,200 (161,617)
-$ 1,183,966$ - $ - $ - $ - $ - $ - $ - $ - $ 1,183,966 -
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ 450,376 177,786
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - -
149,855$ 1,350,277$ 371,200 $ - $ - $ - $ - $ 200,000$ - $ - $ 36,882,633 (611,993)
149,855$ 1,350,277$ - $ - $ - $ - $ - $ - $ - $ 19,395,296 -
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ 14,222,891 -
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ 3,224,913 -
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ 450,376 177,786
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - -
-$ - $ (351,684)$ - $ - $ - $ - $ - $ - $ - $ - -
-$ - $ (19,395,296)$ - $ - $ - $ - $ - $ - $ - $ (19,395,296) -
149,855$ 1,350,277$ (19,746,980)$ - $ - $ - $ - $ - $ - $ - $ 17,898,181 177,786
-$ - $ 1,223,734$ - $ - $ - $ - $ - $ - $ - $ 1,223,734 -
-$ - $ 235,698$ - $ - $ - $ - $ 135,502$ 371,200 -
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - -
-$ - $ - $ - $ - $ - $ - $ - -
-$ - $ 1,925,000$ - $ - $ - $ - $ - $ - $ - $ 1,925,000 -
-$ - $ 7,210,879$ - $ - $ - $ - $ 48,395$ - $ - $ 7,259,274 -
-$ - $ 2,399,363$ - $ - $ - $ - $ 16,103$ 2,415,466 -
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - -
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - -
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - -
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - -
-$ - $ 12,994,674$ - $ - $ - $ - $ 200,000$ - $ - $ 13,194,674 -
149,855$ 1,350,277$ (6,752,306) $ - $ - $ - $ - $ 200,000$ - $ - $ 31,092,855 177,786
-$ - $ (7,123,506)$ - $ - $ - $ - $ - $ - $ - $ (5,789,779) 789,779
DHCD Form 202 (2023 v3)

D-1

EXHIBIT D
FEDERAL LABOR STANDARDS CONTRACT ADDENDUM
Federal Labor Standards Provisions
‘ApplicabilityTheProjectorProgramtowhichtheconstructionworkthiscontractpertainsisbeingassistedbythe18ofAmericaandthefollowingFederalLaborStandardsProvisionsareincludedinthisContractPursuantto theprovisionsapplicabletosuchFederalassistance.
A.4.(I)MinimumWages.Alllaborersandmechanicsemployedorworkinguponthesiteofthework,willbepaiunconditionallyandnotlessoftenthanonceaweek,andwithoutsubsequentdeductionorrebateonanyaccount(exceptsuchpayrolldeductionsasarepermittedbyjonsissuedbytheSecretaryofLaborunderth

‘andbonafidefringebenefits(orcashequidueattimeof paymentcomputedat+thosecontainedinSecretaryofLaborwhichisattachparthereof,regardlessofanycontractualwhichmaybe xistbetweenthecontr‘suchlaborersandmechanics.Contributionsmadeor‘costsreasonablyanticipatedforbonafidefringebenefitsunderSectionI(b)(2)oftheDavis-BaconActonbehalfoflaborersormechanicsareconsideredwagespaidtosuchlaborersormechanics,subjecttotheprovisionsof29CFRiso,regularcontributionsmadeorcoststhan@weeklyperiod(butnotlessoftenthanquarterly)under plans,funds,orprograms,whichcovertheparticularweeklyperiod,aredeemedtobeconstructivelymadeorincurredduringsuchweeklyperlo
Suchfaborersandmechanicsshallbepaidthe appropriawagerateandfringebenefitsonthewagedeterminationfortheclassificationofworkactuallyperformed,withoutregardtoskill,exceptasprovidedin29CFR5.8(a)(4).Laborersormechanicsperformingworkinmorethanoneclassificationmaybecompensatedattheratespecifiedforachclassificationforthetimeactuallyworkedtherein:Provided,Thatthe employer'spayrollrecordsaccuratelyetforththetimespentin eachclassificationinwhichworkisperformed.Thewage determination(includinganyadditionalclassificationandwa under29CFR§.6(a)(1)(i)andtheDavi (Wee

1321)shallbepostedatalltimesbythecontractoranditssubcontractorsatthesiteoftheworkinaprominentandaccessible,placewhereitcanbe seenbytheworkers.
(11)(a)Anyclassof laborersormechanicswhichisnotlistedinthewagedeterminationandwhichistoemployedunderthecontractshallbe classifi inconformancewiththewagedetermination.HUD shallapproveanadditionalclassificationandwagerateandfringebenefitsthereforonlywhenthefollowingcriteria

U.S.DepartmentofHousing‘andUrbanDevelopmentOfficeofLaborRelations
(1) Theworktobe performedbytheclassificationquestedisnotperformedby2clGetermination;and
(2)Theclassificationisutilizedinthearconstructionindustry;and
(8)Theproposedwagerate,includinganybonafidefringebenefits,bearsa reasonablerelationshiptothe‘wageratescontainedinthewage determination.
(b)Ifthecontractorandthelaborersandmechanicstobeemployedintheclassification(ifknown),ortheirrepresentatives,andHUDoritsdi ‘agreeontheel ionandway (includingtheamount

‘andHourDivision,EmploymentSta tion,U.S.DepartmentofLabor,Washington,D.C.20210.TheAdminiauthorizedrepresentative,willapprove,modify,ordisapproveeveryadditionalclassificationactionwithin30daysofreceiptand80adviseHUDorItsdesigneeorwillnotifyHUDoritsdesigneewithinthe30-dayperiodthatadditionaltimeisnecessary.(ApprovedbytheOfficeof

ManagementandBudgetunderOMBcontrolnumber1215-0140.)

to be employedin the classificpresentatives,andHUDoritsdtheproposedclassificationandwagerate(includingthewhereappropriate),shallreferthequestions,includingtheviewsofallinterestedpartiesandtherecommendationofHUD oritsdesignee,totheAdministratorforination.TheAdministrator,oran authorizedntative,willIssue@determinationwithin30daysofjceiptandsoadviseHUDoritsdesigneeorwillnotifyHUD oritsdesigneewithinthe30-dayperiodthatadditionaltimeIsnecessary.(ApprovedbytheOfficeofManagementandBudgetunderOMB ControlNumber1218-0140.)
(8) Thewagerate(includingfringebenefitswhereappropriate)determinedpursuantto subparagraphs(1)Gi)(0)oF(¢)ofthisparagrworkersperformingworkintheclcontractfromthefirstdayonwhichworkisperformedintheclassification,
(Ill)WhenevertheminimumwagerateprescribedInthecontractforaclassoflaborersormechanicsincludfringebenefitwhichisnotexpressedasanhourly,contractorshalleltherpaythebenefitasstwagedeterminationorshallpayanotherbonafibenefitoranhourlycashequivalentthereof.
{Iv)Ifthecontractordoesnotmakepaymentstoatrustee‘orotherthirdperson,thecontractormayconsideraspart

Previouseditionsareobsolete Pagetof5 Tar HUD-4010(08/2008)at.Handbook1344.1

ofthewagesofany laborerormechanictheamountofanycostsreasonablyanticipatedinprovidingbonafidefringbenefitsundera planorprogram,Provided,ThattheSecretaryofLaborhasfound,uponthewrittenrequestofthecontractor,thattheapplicablestandardsoftheDavisjaconActhavebeenmet.TheSecretaryofLabormayrequirethecontractortosetasideinaseparateaccountisforthemeetingofobligationsundertheplanorprogram.(ApprovedbytheOfficeofManagementandBudgetunderOMBControlNumber1215-0140.)
2.Withholding.HUDoritsdesigneeshalluponitsownactionor uponwrittenrequestof an authorize:representativeoftheDepartmentofLaborwithholdorcausetobewithheldfromthecontractorunderthiscontractoranyotherFederalcontractwiththecontractor,or anyotherFederSubjecttoDavis-Baconprevailingwagerequirements,whichisheldbythesameprimecontractorsomuchofthe‘accruedpaymentsoradvancesas maybeconsiderednecessarytopaylaborersandmechanics,includingapprentices,traineesandhelpers,employedby thecontractororanysubcontractorthefullamountofwarequiredbythecontractintheeventoffailuretopayanylaborerormechanic,includinganyapprentice,traineeorhelper,employedorworkingonthesiteofthework,allorpartofthewagesrequiredbythecontract,HUDoritsdesignoemay,afterwrittennoticetothecontractor,sponsor,applicant,orowner,takesuchactionasmaybenecessarytocausethesuspensionofanyfurtherpayment,advance,orguaranteeoffundsuntilsuchViolationshaveceased.HUDoritsdesigneemay,afterwrittennoticetothecontractor,disbursesuchamountswithheldforandon accountofthecontractororsubcontractortotherespectiveemployeestowhomtheyaredue.TheComptrollerGeneralshallmakesuchdisbursementsinthecasoofdirectDavis-BaconActcontracts.
3.(I)Payrollsandbasicrecords.Payrollsandbasicrecordsrelatingtheretoshallbe maintainedby thecontractorduringthecourseoftheworkprperiodofthreeyearsthereafterforall|mechanicsworkingatthesiteofthework.Suchrecor‘shallcontainthename,address,andsocialsecuritynumberofeachsuchworker,hisor hercorrectClassification,hourlyratesofwagespaid(includingraterofcontributionsorcostsanticipatedforbonafidefringebenefitsorcashequivalentsthereotofthetypesdescribedinSection1(b)(2)(B)oftheDavis-baconAct),dailyandweeklynumberofhoursworked,deductionsmadeandactualwagespaid.WhenevertheSecretaryofLaborhasfoundunder29CFR5.5(a)(1)(iv)thatthewagesofanylaborerormechanicIncludetheamountofanycostsanticipatedinprovidingbenefitsundera planorprogramdescribedInSectionI(b)(2)(B)oftheDavis-BaconAct,thecontractorshallmaintainrecordswhichshowthatthecommitmenttoprovidesuchbenofitsisenforceable,thattheplanorprogramisfinanciallyandthattheplanorprogramhasbeen

Page2015
communicatedinwritingtothelaborersormechanicsaffected,andrecordswhichshowthecostsanticipatedortheactualcostincurredinprovidingsuchbenefitsContractorsemployingapprenticesor traineesunderapprovedprogramssk writtenevidenceofthefegistrationofapprenticeshipprogramsandcertificationofprograms,theregistrationoftheapprenticesandandtheratiosandwage ratesprescribedinthebleprograms.(Approvedby theOfficeofyementandBudgetunderOMB ControlNumbers1218-0140and1218-0017.)
(Ml)(a)Thecontractorshallsubmitweeklyforeachweekinwhichanycontractworkisperformeda copyofallpayrollstoHUDoritsdesigneeifthe agencyisapartytothecontract,butiftheagencyisnotsucha party,thecontractorwillsubmitthepayrollstotheapplicant‘sponsor,orowner,asthecasemaybe,fortransmissiontoHUDoritsdesignee.Thepayrollssubmittedshallsetoutlionrequired29CFR5.5(a)(3)(i)exceptthatfullfecuritynumbersandhomeaddressesshallnotbeincludedonweeklytransmittals.InsteadthepayrollsshallonlyneedtoIncludeanindividuallyidentifyingnumbertor‘eachemployee(2.9.,thelastfourdigitsoftheemployee'ssocialsecuritynumber).TherequiredweeklypayrollInformationmay be submittedinanyformdesired.OptionalFormWH-347isavailableforthispurposefromthe Wage and Hour DivisionWeb siteattto-iwmw.dol.gov/esa/whditorms/wh347instchimof itsSuccessorsite.Theprimecontractorisresponsibleforthesubmissionof copiesofpayrolisby allsubcontractors.ContractorsandsubcontractorsshallmaintainthefullSocialsecuritynumberandcurrentaddressof eachcoveredworker,andshallprovidethemupon requesttoHUD oritsdesigneeiftheagencyis@ partytothecontract,butiftheagencyisnotsuch@ party.thecontractorwillsubmitthepayrollstotheapplicant‘sponsor,orowner,asthecasemaybe,fortransmissiontoHUDoritsdesignee,thecontractor,ortheWageandHourDivisionoftheDepartmentofLaborforpurposesofanInvestigationorauditofcompliancewithprevailingwagerequirements.itisnotaviolationofthissubparagraphfora primecontractorto requirea subcontractortoprovideaddressesand socialsecuritynumberstotheprimecontractorforitsown .withoutweeklysubmissiontoHUD oritsdesignee.(ApprovedbytheOfficeofManagementandBudgetunderOMB ControlNumi1218-0149.)
(b)Eachpayrollsubmittedshailbeaccompaniedbya"StatementofCompliance,”signedbythecontractororSubcontractororhisorheragentwhopaysorsupervises.thepaymentofthepersonsemployedunderthecontractandshallcertifythefollowing:
(1)ThatthepayrollforthepayrollperiodcontainstheInformationrequiredtobeprovidedunder29CFR5.5(2)(3)(W),theappropriateinformationisbeingmaintainedunder28CFR§.6(a)(3)(),andthatsuchinformationiscorrectandcomplete:

TomHUD-40T0(08/2000)ref.Handbook1344.1

(2)Thateachlaborerormechanic(includingeachhelapprentice,andtrainee)employedonthecontractduringthepayrollperiodhasbeenpaidthefullweeklywagesned,withoutrebate,eltherdirectlyorindirectly,andthatnodeductionshavebeenmadeeitherdirectlyorindirectlyfromthefullwages earned,otherthan‘missibledeductionsassetforthin29CFRPart3;
(3)Thateachlaborerormechanichasbeenpaidnotlessthantheapplicablewage ratesandfringebenefitsorcashequivalentsfortheclassificationofworkperformed,a5specifiedin the applicablewage determinationincorporatedintothecontract.
{) Theweeklysubmissionof@ properlyexecutedcertificationsetforthonthereversesideofOptionalFormWH-347shallsatisfytherequirementforsubmissionofthe"StatementofCompliance”requiredby subparagraphAS.AiIN(0).
(4)The falsificationofanyofthe abovecertificationsmaysubjectthecontractororsubcontractortocivilorcriminalprosecutionunderSection1001ofTitle18andSection231ofTitle31oftheUnitedStatesCode
(Ill)ThecontractororsubcontractorshallmakethedsrequiredundersubparagraphA.9.())availableforInspection,copying,or transcriptionby authorizedpresentativesofHUDoritsdesigneeortheDepartmentofLabor,andshallpermitsuchrepresentativestointerviewemployeesduringworkinghoursonthejob.Ifthecontractororsubcontractorfailstosubmittherequiredrecordsortomakethemavailable,HUDorits designeitennoticetothecontractor,sponsor,applicantorowner,takesuchactionasmaybenecessarytocausethesuspensionofanyfurtherpayment,advanceoffunds.Furthermore,failuretosubmittherequiredrecordsuponrequestortomakesuchrecordsavailablemaybegroundsfordebarmentactionpursuantto29CFR5.12.

thanthepredeterminedratefortheworktheyperformedwhentheyareemployedpursuanttoandindividuallyregisteredina bonafideapprenticeshipprogramregisteredwiththeU.S.DepartmentofLabor,EmploymentandTrainingAdministration,OfficeofApprenticeshipTraining,EmployerandLaborServices,orwitha StateApprenticeshipAgencyrecognizedbytheOffice,orif@ personisemployedinhisorherfirst90‘daysofprobationaryemploymentas anapprenticeinsuch‘anapprenticeshipprogram,who isnotindividu:registeredintheprogram,butwhohasbeencertifiedbytheOfficeofApprenticeshipTraining,EmployerandLaborServicesor a StateApprenticeshipAgency(whereappropriate)tobeeligibleforprobationaryemploymentfanapprentice.TheallowableratioofapprenticestoJourneymenonthejobsiteinanycraftclassificationsh‘notbegreaterthantheratiopermittedtothecontractorastotheentireworkforceundertheregisteredprogram.Anyworkerlistedon@payrollatanapprenticewagerate,who

1doFotherwiseemployedasstatedabove,‘shallbepaidnotlessthantheapplicablewagerateonthewagedeterminationforthe classificationofworkactuallyInaddition,anyapprenticeperformingworkoniteinexcessoftheratiopermittedunderthe13programshallbe paidnotlessthantheapplicablewagerateonthewagedeterminationforthe‘workactuallyperformed.Where@contractoris performing‘constructiononaprojectinalocalityotherthanthatinwhichitsprogramisregistered,theratiosandwagerates(expressedinpercentagesofthejourneyman'shourlyrale)specifiedinthecontractor'sorsubcontractor'sfegisteredprogramshallbeobserved.Everyapprenticemustbepaidatnotlessthanthe ratespecifiedintheregisteredprogramfortheapprentice’slevelofprogress,expressedasapercentageofthejourneymenhourlyratespecifiedin the applicablewage determination.Apprenticesshallbepaidfringebenefitsinaccordancewiththeprovisionsoftheapprenticeshipprogram.iftheapprenticeshipprogramdoesnotspecifyfringebenefits,apprenticesmustbepaidthefullamountoffringebenefitslistedon thewagedeterminationfortheapplicableClassification.IftheAdministratordeterminesthatadifferentpracticeprevailsfortheapplicableapprenticeClassification,fringesshallbepaidinaccordancewiththatdetermination.IntheeventtheOfficeofApprenticeshipTraining,EmployerandLaborServices,ora State‘ApprenticeshipAgencyrecognizedby theOffice,withdrawsapprovalofanapprenticeshipprogram,thecontractorwillno longerbe permittedto utilizeapprenticesatlessthantheapplicablepredeterminedratefortheworkperformeduntilanacceptableprogramisapproved,
(ll)Trainees.Excepta8providedin29CFR5.16,traineeswillnotbepermittedtoworkatlessthanthepredeterminedratefortheworkperformedunlessthayare‘employedpursuant*,t0andIndividuallyregisteredInaprogramwhichhasreceivedpriorapproval,evidencedbyformalcertificationbytheU.S.DepartmentofLabor,EmploymentandTrainingAdministration.Theratiooftraineesto journeymenonthejobsiteshallnotbegreaterthanpermittedundertheplanapprovedby theEmploymentandTrainingAdministration.Everytraineemustbepaidatnotlessthantheratespecifiedinthe‘approvedprogramforthetrainee’slevelofprogre:‘expressedasapercentageofthejourneymanhourlyrate‘specifiedintheapplicablewagedetermination.Trainees‘shallbepaidfringebenefitsinaccordancewiththeprovisionsofthetraineeprogram.Ifthetraineeprogramdoesnotmentionfringebenefits,traineesshallbepaidthefullamountoffringebenefitslistedonthewagedeterminationunlesstheAdministratoroftheWageandHourDivisiondeterminesthatthereisanapprenticeshipprogram associatedwiththecorrespondingjourneymanwagerateonthewagedeterminationwhichprovidesforlessthanfullfringebenefitsforapprenti ‘Any‘employeelistedonthepayrollatatraineeratewho isnotregisteredandparticipatingina trainingplanapprovedby

‘Fraviousedivonsareobsolete Page3of5 TarmHUD-4010(08/2000)of,Handbook1344.1

theEmploymentandTrainingAdministrationshallbepaidnotlessthantheapplicablewagerateonthewagedeterminationfortheworkactuallyperformed.inaddition,anytraineeperformingworkonthejobsiteinexcetheratiopermittaidnotlessthantheappli onthewagedeterminationfortheworkactuallyperformed.IntheeventtheEmploymentandTrainingAdministrationwithdrawsapprovalof trainingprogram,thecontractornolongerbe permittedtoutilizetraineesatlessthanfortheworkperformed

(ill)Equalemploymentopportunity.Theutilizationofapprentices,traineesandjourneymenunder29CFRPart5shallbe inconformitywiththeequalemploymentopportunityrequirementsofExecutiveOrder11248,asnd29CFRPart30.

ndActrequirements.Thecontractorshallcomplywiththerequirementsof29CFRPart3whichareincorporatedbyreferenceinthiscontract,
6. Subcontracts.Thecontractororsubcontractorwilltin anysubcontractstheclausescontainedinsubparagraphs1through11InthisparagraphA andsuch‘otherclausesasHUDor itsdesigneemaybyappropriateinstructionsrequire,and@ copyoftheapplicableprevailingwagedecision,andalsoa clauserequiringthesubcontractorstoincludetheseclausesinanylowertiersubcontracts.Theprimecontractorshallberesponsibleforthecompliancebyanysubcontractororlowertier

subcontractorwith allthecontractclausesinthisparagraph,
7.Contracttermination;debarment.Abreachofthe contractclausesin29CFR5.5maybegroundsforrminationofthecontractandfordebarment= asacontractorand@ subcontractorasprovidedin29CFR5.12,
‘8.CompliancewithDavis-BaconandRelatedActRequirements.AllrulingsandinterpretationsoftheDavis-BaconandRelatedActscontainedin29CFRParts1,3,and5arehereinincorporatedbyreferenceinthiscontract
8. Disputesconcerninglaborstandards.Disputesarisingoutofthe laborstandardsprovisionsofthiscontractshallnotbesubjecttothegeneraldisputes‘clauseofthiscontract.SuchdisputesshallberesolvedinaccordancewiththeproceduresoftheDepartmentofLaborsetforthin29CFRParts5,8,and7.Disputeswithinthemeaningofthisclauseincludedisputesbetweenthecontractor(oranyofitssubcontractors)andHUDor1Sdesignee,theU.S.DepartmentofLabor,ortheemployeesor theirrepresentatives,
10.(I)Certificationof Eligibility.Byenteringintothiscontractthecontractorcertifiesthatneitherit(norheorshe)noranypersonorfirmwhohasaninterestinthecontractor'sfirmIsa personorfirmineligibletobeawardedGovernmentcontractsbyvirtueofSection3(a)oftheDavis-BaconActor29CFR5.12(a)(1)ortobe

awardedHUDcontractsorparticipateInHUDprogramspursuantto24CFRPart24.
(1)Nopartofthiscontractshallbesubcontractedtoanypersonorfirmineligibleforawardofa GovernmentcontractbyvirtueofSection3(a)oftheDavis-BaconActor29CFR5.12(a)(1)ortobe awardedHUDcontractsorparticipateinHUDprogramspursuantto24CFRPart24
(tl)Thepenaltyformakingfalsestatementsisprescribed‘Additionally,18,US.C.,“FederalHousingAdministrationtransactions”,providesinpart:“Whoever,forthepurposeof... influencinginanywaytheactionofsuchAdministration.....makes,uttersorpublishesanystatementknowingthesametobefalse.Shallbefinednotmorethan$5,000orimprisonednotmorethantwoyears,orboth.
14. Complaints,Proceedings,or TestimonybyEmployees.Nolaborerormechanictowhomthewage,salary,orotherlaborstandardsprovisionsofthisContractareapplicableshailbedischargedorinanyothermannerdiscriminatedagainstby theContractoror anysubcontractorbecausesuchemployeehasfiledanycomplaintorinstitutedorcausedtobeinstitutedanyproceedingofhastestifiedorisabouttotestifyinanyproceedingunderorrelatingtothelaborstandardsapplicableunderthisContracttohisemployer.
B.ContractWorkHoursandSafetyStandardsAct.The‘provisionsofthisparagraphBareapplicablewheretheamountofthe‘rimecontractexceeds$100,000.Asusedinthisparagraph,theterms"Yaborers”and‘mechanics’includewatchmenandguards.
(1)Overtimerequirements.NocontractororsubcontractorcontractingforanypartofthecontractworkwhichmayrequireorInvolvetheemploymentoflaborersormechanicsshallrequireor
‘permitanysuchlaborerormechanicinanyworkweekinwhichtheIndividualisemployedonsuchworktoworkinexcessof40hoursin‘suchworkweekunlesssuchlaborerormechanicreceives‘compensationataratenotlessthanoneandone-halftimesthebasicrateofpayforalhoursworkedinexcessof40hoursinsuchworkweek
(2)Violation;Habitityforuny liquidateddam Inthe eventofanyviolationoftheclausesetforthInsubparagraph(1)ofthisparagraph,thecontractorandanysubcontractorresponsiblethereforshallbeliablefortheunpaidw Inaddition,suchcontractorandsubcontractorshallbeliabletotheUnitedStates(inthecaseofworkdoneundercontractfortheDistrictofColumbiaor@ territory,tosuchDistrictortosuchterritory),forliquidateddamages.Suchliquidateddamagesshallbecomputedwithrespecttoeachindividu;laborerormechanic,includingwatchmenandguards,employedin violationof theclausesetforthin‘Subparagraph(1)ofthisparagraph,inthesumof$10foreach‘calendardayonwhichsuchindividualwasrequiredorpermitiedtoWorkinexcessofthestandardworkweekof40hourswithoutpayment‘oftheovertimewagesrequiredbytheclausesetforthinsubparagraph(1)ofthisparagraph.

ProwouseationsareObso}te Page4of5 TarHUD-4010(08/2000)‘raf,Handbook1344.1

(3) Withhoidingforunpaidwa liquidatedHUDoritsdesigneeshalluponitsownaction‘oruponwrittenrequestofanauthorizedrepresentativeoftheDepartmentofLaborwithholdorcausetobewithhefromanymoneyspayableonaccountofworkperformedbythecontractororsubcontractorunderanysuchcontractoranyotherFederalcontractwiththesameprimecontract,‘ofanyotherFederally-assistedcontractsubjecttotheContractWorkHoursandSafetyStandardsActwhichIs

hheldbythesameprimecontractorsuchsumsasmaybedeterminedtobenecessarytosatistyanyliabilitiesof‘Suchcontractororsubcontractorforunpaidwagesand

liquidateddamagesasprovidedintheclausesetforthinsubparagraph(2)ofthisparagraph
(4)Subcontracts.ThecontractororsubcontractorshallInsertinanysubcontractstheclau t forthin‘subparagraph(1)through(4)ofthisparagraphandalsoaclauserequiringthesubcontractorstoincludetheseInanylowertiersubcontracts.Theprimecontractorshallberesponsibleforcompliancebyanysubcontractororlowertlersubcontractorwiththeclausesforthinsubparagraphs(1)through(4)ofthisph.
. HealthandSafety.TheprovisionsofthisparagraphC areapplicablewheretheamountoftheprimecontractexceeds$100,000.
(1)Nolaborerormechanicshallberequiredto workinSurroundingsorunderworkingconditionswhichareunsanitary,hazardous,ordangeroustohishealthandsafetyas determinedunderconstructionsafetyandhealthstandardspromulgatedbytheSecretaryofLaborbyregulation,
(2)TheContractorshallcomplywithall_regulationsIssuedbytheSecretaryofLaborpursuanttoTitle29Part1926andfailuretocomplymay resultinimpositionof‘sanctionspursuanttotheContractWorkHoursandSafetyStandardsAct,(PublicLaw91-54,83Stat96).49 USC3701etsea.
(3)Thecontractorshallincludetheprovisionsofthisparagraphineverysubcontractsothatsuchprovisionswilbbebindingoneachsubcontractor.ThecontractorshallcttoanysubcontractorastheryofHousingandUrbanDevelopmentortheSecretaryofLaborshalldirectasa meansofenforcing‘suchprovisions.

reviousediionsareObs00te PageSof5 TarimHUB-A0T0(08/2008)refHandbook1346.1

E-1

EXHIBIT E
DAVIS-BACON WAGE DETERMINATION
"General Decision Number: DC20260002 01/16/2026

Superseded General
Decision Number:
DC20250002

State: District of
Columbia

Construction Type:
Building

County: District of
Columbia Statewide.

BUILDING CONSTRUCTION
PROJECTS (does not
include single family
homes or apartments
up to and including 4
stories).

Modification Number Publication Date
0 01/02/2026
1 01/09/2026
2 01/16/2026

ASBE0024-007 10/01/2024

Rates Fringes

ASBESTOS WORKER/HEAT & FROST
INSULATOR........................$ 40.77 20.17+a

Includes the application of all insulating materials,
protective coverings, coatings and finishes to all types
of
mechanical systems

a. PAID HOLIDAYS: New Year's Day, Martin Luther King Day,
Memorial Day, Independence Day, Labor Day, Veterans' Day,
Thanksgiving Day,the day after Thanksgiving and Christmas
THE BOBBI PROJECT:
Building Decision No.: DC20260002
Modification No.: 2
Publication Date: 1/16/2026
LOCK-IN DATE: 1/28/2026
LABOR STANDARD- Construction must start by
7/28/2026, otherwise a new Wage Decision must be
assigned.
MONITORS Fabian Furr (Field/Admin) OƯice # (202)442-
7293 & Work Cell # (202)329-4117
Day provided the employee works the regular work day
before
and after the paid holiday.

-----------------------------------------------------------
-----
ASBE0024-008 10/01/2024

Rates Fringes

ASBESTOS WORKER: HAZARDOUS
MATERIAL HANDLER.................$ 24.46 10.19+a

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

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

-----------------------------------------------------------
-----
ASBE0024-014 10/01/2024

Rates Fringes

FIRESTOPPER......................$ 30.21 10.43+a

Includes the application of materials or devices within
or
around penetrations and openings in all rated wall or
floor
assemblies, in order to prevent the pasage of fire, smoke
of other gases. The application includes all components
involved in creating the rated barrier at perimeter slab
edges and exterior cavities, the head of gypsum board or
concrete walls, joints between rated wall or floor
components, sealing of penetrating items and blank
openings.

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

-----------------------------------------------------------
-----
BRDC0001-002 04/27/2025

Rates Fringes

BRICKLAYER.......................$ 38.80 15.17
-----------------------------------------------------------
-----
CARP0197-011 05/01/2024

Rates Fringes

CARPENTER, Includes Drywall
Hanging, Form Work, and Soft
Floor Laying-Carpet..............$ 34.41 14.33
-----------------------------------------------------------
-----
CARP0219-001 05/01/2025

Rates Fringes

MILLWRIGHT.......................$ 39.50 17.32
-----------------------------------------------------------
-----
CARP0474-006 05/01/2024

Rates Fringes

PILEDRIVERMAN....................$ 36.60 14.47
-----------------------------------------------------------
-----
* ELEC0026-016 06/02/2025

Rates Fringes

ELECTRICIAN, Includes
Installation of
HVAC/Temperature Controls........$ 59.50 23.06
-----------------------------------------------------------
-----
ELEC0026-017 09/01/2025

Rates Fringes

ELECTRICAL INSTALLER (Sound
& Communication Systems).........$ 34.16 13.54

SCOPE OF WORK: Includes low voltage construction,
installation, maintenance and removal of teledata
facilities (voice, data and video) including outside
plant,
telephone and data inside wire, interconnect, terminal
equipment, central offices, PABX, fiber optic cable and
equipment, railroad communications, micro waves, VSAT,
bypass, CATV, WAN (Wide area networks), LAN (Local area
networks) and ISDN (Integrated systems digital network).

WORK EXCLUDED: The installation of computer systems in
industrial applications such as assembly lines, robotics
and computer controller manufacturing systems. The
installation of conduit and/or raceways shall be
installed
by Inside Wiremen. On sites where there is no Inside
Wireman employed, the Teledata Technician may install
raceway or conduit not greater than 10 feet. Fire alarm
work is excluded on all new construction sites or
wherever
the fire alarm system is installed in conduit. All HVAC
control work.

-----------------------------------------------------------
-----
ELEV0010-001 01/01/2025

Rates Fringes

ELEVATOR MECHANIC................$ 57.16 38.435+a+b

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

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

-----------------------------------------------------------
-----
IRON0005-005 06/01/2024

Rates Fringes

IRONWORKER, STRUCTURAL AND
ORNAMENTAL.......................$ 37.86 25.86
-----------------------------------------------------------
-----
IRON0005-012 05/01/2024

Rates Fringes

IRONWORKER, REINFORCING..........$ 31.88 23.78
-----------------------------------------------------------
-----
LABO0011-009 06/01/2025

Rates Fringes

LABORER: Skilled................$ 30.47 8.70

FOOTNOTE: Potmen, power tool operator, small machine
operator, signalmen, laser beam operator, waterproofer
(excluding roofing), open caisson, test pit,
underpinning,
pier hole and ditches, laggers and all work associated
with
lagging that is not expressly stated, strippers, operator
of hand derricks, vibrator operators, pipe layers, or
tile
layers, operators of jackhammers, paving breakers,
spaders
or any machine that does the same general type of work,
carpenter tenders, scaffold builders, operators of
towmasters, scootcretes, buggymobiles and other machines
of
similar character, operators of tampers and rammers and
other machines that do the same general type of work,
whether powered by air, electric or gasoline, builders of
trestle scaffolds over one tier high and sand blasters,
power and chain saw operators used in clearing,
installers
of well points, wagon drill operators, acetylene burners
and licensed powdermen, stake jumper,demolition.

-----------------------------------------------------------
-----
MARB0002-004 04/27/2025

Rates Fringes

MARBLE/STONE MASON...............$ 45.65 21.21

INCLUDING pointing, caulking and cleaning of All types of
masonry, brick, stone and cement EXCEPT pointing,
caulking,
cleaning of existing masonry, brick, stone and cement
(restoration work)

-----------------------------------------------------------
-----
MARB0003-006 04/27/2025

Rates Fringes

TERRAZZO WORKER/SETTER...........$ 34.34 14.20
-----------------------------------------------------------
-----
MARB0003-007 04/27/2025

Rates Fringes

TERRAZZO FINISHER................$ 28.85 12.55
-----------------------------------------------------------
-----
MARB0003-008 04/27/2025

Rates Fringes

TILE SETTER......................$ 34.34 14.20
-----------------------------------------------------------
-----
MARB0003-009 04/27/2025

Rates Fringes

TILE FINISHER....................$ 28.85 12.55
-----------------------------------------------------------
-----
PAIN0051-014 06/01/2025

Rates Fringes

GLAZIER
Glazing Contracts $2
million and under...........$ 32.41 14.46
Glazing Contracts over $2
million.....................$ 36.65 14.46
-----------------------------------------------------------
-----
PAIN0051-015 06/01/2025

Rates Fringes

PAINTER
Brush, Roller, Spray and
Drywall Finisher............$ 29.16 11.86
-----------------------------------------------------------
-----
PLAS0891-005 07/01/2025

Rates Fringes

PLASTERER (Including
Fireproofing)....................$ 32.86 10.46
-----------------------------------------------------------
-----
PLAS0891-006 03/01/2025

Rates Fringes

CEMENT MASON/CONCRETE FINISHER...$ 30.50 14.23
-----------------------------------------------------------
-----
PLUM0005-010 08/01/2025

Rates Fringes

PLUMBER..........................$ 53.30 23.71+a

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

-----------------------------------------------------------
-----
PLUM0602-008 08/01/2025

Rates Fringes

PIPEFITTER, Includes HVAC
Pipe Installation................$ 55.00 24.46+a

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

-----------------------------------------------------------
-----
ROOF0030-016 07/01/2025

Rates Fringes

ROOFER...........................$ 36.26 14.91
-----------------------------------------------------------
-----
SFDC0669-002 01/01/2026

Rates Fringes

SPRINKLER FITTER (Fire
Sprinklers)......................$ 45.22 27.69
-----------------------------------------------------------
-----
SHEE0100-015 11/01/2025

Rates Fringes

SHEET METAL WORKER (Including
HVAC Duct Installation)..........$ 53.42 23.20+a

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

-----------------------------------------------------------
-----
SUDC2009-003 05/19/2009

Rates Fringes

LABORER: Common or General......$ 13.04 2.80

LABORER: Mason Tender -
Cement/Concrete..................$ 15.40 2.85

LABORER: Mason Tender for
pointing, caulking, cleaning
of existing masonry, brick,
stone and cement structures
(restoration work); excludes
pointing, caulking and
cleaning of new or
replacement masonry, brick,
stone and cement.................$ 11.67

POINTER, CAULKER, CLEANER,
Includes pointing, caulking,
cleaning of existing masonry,
brick, stone and cement
structures (restoration
work); excludes pointing,
caulking, cleaning of new or
replacement
masonry, brick, stone or
cement...........................$ 18.88
-----------------------------------------------------------
-----

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

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

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

Note: Executive Order 13658 generally applies to contracts
subject to the Davis-Bacon Act that were awarded on or
between
January 1, 2015 and January 29, 2022, and that have not
been
renewed or extended on or after January 30, 2022. Executive
Order 13658 does not apply to contracts subject only to the
Davis-Bacon Related Acts regardless of when they were
awarded.
If a contract is subject to Executive Order 13658, the
contractor must pay all covered workers at least $13.30 per
hour (or the applicable wage rate listed on this wage
determination, if it is higher) for all hours spent
performing
on the contract in 2025. The applicable Executive Order
minimum wage rate will be adjusted annually. Additional
information on contractor requirements and worker
protections
under Executive Order 13658 is available at
www.dol.gov/whd/govcontracts.

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

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

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

Union Rate Identifiers

A four-letter identifier beginning with characters other
than
""SU"", ""UAVG"", ?SA?, or ?SC? denotes that a union rate
was
prevailing for that classification in the survey. Example:
PLUM0198-005 07/01/2024. PLUM is an identifier of the union
whose collectively bargained rate prevailed in the survey
for
this classification, which in this example would be
Plumbers.
0198 indicates the local union number or district council
number where applicable, i.e., Plumbers Local 0198. The
next
number, 005 in the example, is an internal number used in
processing the wage determination. The date, 07/01/2024 in
the
example, is the effective date of the most current
negotiated
rate.

Union prevailing wage rates are updated to reflect all
changes
over time that are reported to WHD in the rates
in the collective bargaining agreement (CBA) governing the
classification.

Union Average Rate Identifiers

The UAVG identifier indicates that no single rate prevailed
for
those classifications, but that 100% of the data reported
for
the classifications reflected union rates. EXAMPLE:
UAVG-OH-0010 01/01/2024. UAVG indicates that the rate is a
weighted union average rate. OH indicates the State of
Ohio.
The next number, 0010 in the example, is an internal number
used in producing the wage determination. The date,
01/01/2024
in the example, indicates the date the wage determination
was
updated to reflect the most current union average rate.

A UAVG rate will be updated once a year, usually in
January, to
reflect a weighted average of the current rates in the
collective bargaining agreements on which the rate is
based.

Survey Rate Identifiers

The ""SU"" identifier indicates that either a single non-
union
rate prevailed (as defined in 29 CFR 1.2) for this
classification in the survey or that the rate was derived
by
computing a weighted average rate based on all the rates
reported in the survey for that classification. As a
weighted
average rate includes all rates reported in the survey, it
may
include both union and non-union rates. Example: SUFL2022-
007
6/27/2024. SU indicates the rate is a single non-union
prevailing rate or a weighted average of survey data for
that
classification. FL indicates the State of Florida. 2022 is
the
year of the survey on which these classifications and rates
are
based. The next number, 007 in the example, is an internal
number used in producing the wage determination. The date,
6/27/2024 in the example, indicates the survey completion
date
for the classifications and rates under that identifier.

?SU? wage rates typically remain in effect until a new
survey
is conducted. However, the Wage and Hour Division (WHD) has
the
discretion to update such rates under 29 CFR 1.6(c)(1).

State Adopted Rate Identifiers

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

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

WAGE DETERMINATION APPEALS PROCESS

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

a) a survey underlying a wage determination
b) an existing published wage determination
c) an initial WHD letter setting forth a position on
a wage determination matter
d) an initial conformance (additional classification
and rate) determination

On survey related matters, initial contact, including
requests
for summaries of surveys, should be directed to the WHD
Branch
of Wage Surveys. Requests can be submitted via email to
davisbaconinfo@dol.gov or by mail to:

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

Regarding any other wage determination matter such as
conformance decisions, requests for initial decisions
should be
directed to the WHD Branch of Construction Wage
Determinations.
Requests can be submitted via email to BCWD-Office@dol.gov
or
by mail to:

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

2) If an initial decision has been issued, then any
interested
party (those affected by the action) that disagrees with
the
decision can request review and reconsideration from the
Wage
and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part
7).
Requests for review and reconsideration can be submitted
via
email to dba.reconsideration@dol.gov or by mail to:

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

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

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

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

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

END OF GENERAL DECISION"

F-1

EXHIBIT F
SECTION 3 CONTRACT ADDENDUM
G-1
EXHIBIT F
SECTION 3 CONTRACT ADDENDUM
During construction of the Project, Borrower will comply with and cause its successors, assigns,
agents, and agents to comply with 24 CFR Part 75. The Section 3 requirement applies to assistance
that exceeds $200,000.00.
All Section 3 covered contracts must include the following clause in its entirety.
Noncompliance with HUD’s regulations in 24 CFR part 75 may result in sanctions,
default under the Loan Documents, and debarment or suspension from HUD-assisted
contracts:
1. The work to be performed under this contract is subject to the requirements of
Section 3 of the Housing and Urban Development Act of 1968, as amended, 12
U.S.C. 1701u (Section 3). The purpose of Section 3 is to ensure that employment
and other economic opportunities generated by HUD assistance or HUD-assisted
project covered by Section 3, shall, to the greatest extent feasible, be directed to
low- and very low- income persons, particularly persons who are recipients of
government assistance for housing or residents of the community in which the
Federal assistance is spent.
2. The parties to this contract agree to comply with HUD’s regulations in 24 CFR
Part 75, which implement Section 3. As evidenced by their execution of this
contract, the parties to this contract certify that they are under no contractual or
other impediment that would prevent them from complying with the part 75
regulations.
3. The contractor agrees to send to each labor organization or representative of
workers with which the contractor has a collective bargaining agreement or other
understanding, if any, a notice advising the labor organization or workers’
representative of the contractor’s commitments under this Section 3 clause and
will post copies of the notice in conspicuous places at the work site where both
employees and applicants for training and employment practices can see the
notice. The notice shall describe the Section 3 preference, shall set forth
minimum number and job titles subject to hire, availability of apprenticeship and
training positions, the qualifications for each; and the name and location of the
person(s) taking applications for each of the positions; and the anticipated date
the work shall begin.
4. The contractor agrees to include this Section 3 clause in every subcontract
subject to compliance with regulations in 24 CFR Part 75, and agrees to take
appropriate action, as provided in an applicable provision of the subcontract or
in this Section 3 clause, upon a finding that the subcontractor is in violation of the
regulations in 24 CFR part 75. The contractor will not subcontract with any
G-2
subcontractor where the contractor has notice or knowledge that the
subcontractor has been found in violation of the regulations in 24 CFR part 75.
5. The contractor will certify that any vacant employment positions, including
training positions, that are filled (1) after the contractor is selected, but before the
contract is executed, and (2) with persons other than those to whom the
regulation of 24 CFR part 75 require employment opportunities to be directed,
were not filled to circumvent the contractor’s obligations under 24 CFR part 75.

G-1

EXHIBIT G
DEVELOPMENT TEAM DEBARMENT AFFIDAVIT
PROJECT/CONTRACT ELIGIBILITYAFFIDAVIT!
AUTHORIZED REPRESENTATIVE,
IHEREBY AFFIRM THAT I am theSeniorVicePresidentofTheNHP Foundation and the duly
authorizedrepresentativeof2151 CalfomiaAssociatesLC andthatIpossessthelegal
authorityto make thisAffidaviton behalfof myself and theorganizationforwhich Iam acting.

CERTIFICATION OF ORGANIZATIONAL REGISTRATION AND TAX PAYMENT
IFURTHERAFFIRMTHATtheorganizationnamedaboveisaDomeste
corporation,unincorporatedassociationorpartnershipdulyregisteredinaccordancewiththelawsof
theDistrictofColumbiaandisingoodstanding.Thenameandaddressofitsresidentagentis:
UniversalRegisteredAgents,Inc.
100HSteetNW,Suite840
Washington,0020005
IFURTHERAFFIRMTHAT,exceptasvalidlycontested,theorganizationandanyrelated
entities,haspaid,orwillhavepaidallrealproperty,income,andwithholdingtaxesduetothe
DistrictofColumbiapriortoexecutionofanyfundingagreementawardedbytheDistrictof
Columbia.
AFFIRMATION REGARDING BRIBERY CONVICTIONS
LFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthe
pastfiveyears,Ihavenotbeenindicted,convictedof,orhavehadprobationbeforejudgment
imposed,orhavepleadednolocontendertoachargeofbribery,attemptedbribery,orconspiracyto
bribeinviolationofanyDistrictofColumbiaorfederallaw.
AFFIRMATION REGARDING OTHER CONVICTIONS
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthe
pastfiveyears,Ihavenotbeenindictedorconvictedofa criminaloffenseincidenttoobtaining,
attemptingtoobtain,orperformingapublicorprivatecontract;fraud,embezzlement,theft,forgery,
falsificationordestructionofrecords;receivingstolenproperty;oradmittedinwritingorunder
oath,duringthecourseofanofficialinvestigationorotherproceeding,actsoromissionsthatwould
constitutegroundsforconvictionorliabilityunderanylaworstatutedescribedabove.
AFFIRMATION REGARDING CIVILLIABILITY
1FURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthe
pastfiveyears,neitherInortheaboveorganizationhasbeenfoundcivillyliableforcommissionof
fraudoracriminaloffenseincidenttoobtaining,attemptingtoobtainorperformingapublicor
»Project/ContractEligibilityAffidavitisalsoknownastheContractAffidavit.

privatecontract;violationoffederalorstateantitruststatutes;commissionofembezzlement,theft,
forgery,falsificationordestructionofrecords;makingfalsestatements;orreceivingstolenproperty.
AFFIRMATION REGARDING CURRENT CRIMINAL OR CIVILLIABILITY
1FURTHERAFFIRM,tothebestofmyknowledge,information,andbeliefthatIamnot
currentlyindictedorotherwisecriminallyorcivillychargedbyagovernmentalentitywith
‘commissionofanyoftheoffensesenumeratedinthethreeprecedingparagraphsofthisAffidavit.
AFFIRMATION REGARDING DEBARMENT
1FURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthe
pastfiveyears,Ihavenotbeendebarred,proposedfordebarment,suspended,declaredineligible,
excludedfromordeterminedineligible(includingbeingissuedalimiteddenialofparticipation)by
anypublicentity.
AFFIRMATION REGARDING DEBARMENT OF RELATED ENTITIES
IFURTHERAFFIRMTHAT(a)theorganizationwasnotestablished,anditdoesnot
operateinamannerdesignedtoevadetheapplicationofordefeatthepurposeofdebarment;and(b)
theorganizationisnotasuccessor,assignee,subsidiary,oraffiliateofasuspendedordebarred
organization.

SUBCONTRACT AFFIRMATION
IFURTHER AFFIRM, to the bestof my knowledge, information,and belief,thatneitherI
northeaboveorganization,hasknowinglyenteredintoacontractwithapublicbodyunderwhicha
persondebarredorsuspendedwillprovide,directlyorindirectly,supplies,services,architectural
services,construction-relatedservices,leasesofrealproperty,orconstruction.
AFFIRMATION REGARDING PAST PROJECT PERFORMANCE,
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatwithinthe
pastfiveyears,neitherI,northeaboveorganizationanditsrelatedentitieshavewhileactingasa
sponsor,developer,guarantor,orownerofa projectdevelopmentteambeenremovedasageneral
partnerormanagingmember,asapplicable;hadchronicpastdueaccounts;hadsubstantialliens,
judgments,foreclosures,orbankruptcies;hadunresolveddefaults;issuedchronichousingcode
violations;receivedexcessivetenantcomplaints;failedtoreceiveIRSForm8609foracompleted
project;orfailedtocorrectareportofLow-IncomeHousingCreditAgenciesReportof
NoncomplianceorBuildingDisposition(Form8823).

AFFIRMATIONREGARDINGPASTDHCD PROJECTPERFORMANCE
IFURTHERAFFIRM,tothebestofmyknowledge,information,andbelief,thatIandthe
aboveorganizationanditsrelatedentitiesareincompliancewithallexistingandprioragreements
withDHCD and/ortheDistrictofColumbia,includingmajorhealth,safetyandbuildingcodes.1
andtheaboveorganizationanditsrelatedentitieshavenotconsistentlyfailedtoprovideinformation
toDHCD aboutexistingdevelopmentsorotherloanapplications.Withinthepastthreeyears,Iand
theaboveorganizationanditsrelatedentitieshavenothadanawardterminatedbyDHCDor
receivedanunsatisfactoryratingfromDHCD orHUD,ifapplicable.

IftheAffiantcannotcertifythathe/shenortheaboveorganizationhasnotbeendebarred,
suspended,proposedfordebarment,declaredineligible,excludedfrom,participationinapublic
contract;orcannotcertifythathe/shenortheaboveorganizationhasnotbeenindicted,convicted,
orcivillychargedbyagovernmentalentitywithanoffenseincidenttoobtaining,attemptingto
obtain,orperformingapublicorprivatecontract,fraud,embezzlement,theft,forgery,falsification
ordestructionofrecords;orreceivingstolenproperty;orcannotcertifythatwithinthepastfive
years,he/she,northeaboveorganizationhasahistoryofremovalfromaprojectdevelopmentteam;
substantialliens,defaults,judgments,foreclosures,and/orbankruptcies;he/sheshallprovidean
explanationwiththisAffidavit,Anexplanationwillnotnecessarilyresultindenialofparticipation
inaRequestforProposalaward.FailuretosubmitthisAffidavitwilldisqualifytheauthorized
representativeandtheaboveorganizationfromaRequestforProposalaward.

CheckhereifanexplanationisattachedtothisAffidavit.
ACKNOWLEDGMENT
TACKNOWLEDGETHATthisAffidavitistobefurnishedtotheDistrictofColumbia
DepartmentofHousingandCommunityDevelopmentandmaybedistributedtounitsof(a)the
DistrictofColumbiagoverment;(b)otherstates;and(c)thefederalgovernment.Ifurther
acknowledgethatthisAffidavitissubjecttoapplicablelawsoftheUnitedStatesandtheDistrictof
Columbia,bothcriminalandcivil,andthatnothinginthisAffidavitoranyagreementresultingfrom
thesubmissionofthisproposalshallbeconstruedtosupersede,amend,modify,orwaive,onbehalf
oftheDistrictofColumbia,oranyunitoftheDistrictofColumbiahavingjurisdiction,theexercise
ofanystatutoryrightorremedyconferredbytheConstitutionandthelawsoftheDistrictof
Columbiawithrespecttoanymisrepresentationmadeoranyviolationoftheobligations,termsand
covenantsundertakenbytheaboveorganizationwithrespectto(a)thisAffidavit,(b)theproject
proposal,(c)thefundingaward,(d)thefundingcontract,and(e)otherAffidavitscomprisingpartof
thecontract.

1DO SOLEMNLY DECLARE AND AFFIRM UNDER THE PENALTIESOF PERJURY
THAT THE CONTENTS OF THISAFFIDAVITARE TRUE AND CORRECT TO THE BEST OF
MY KNOWLEDGE, INFORMATION,AND BELIEF.

WITNESS 2151CalifomiaAssociatesLLC
SignatureofWitness ‘SignatureofRepresentati
Michae!Simon 2026 onnM.Welsh ra2026

H-1

EXHIBIT H
INSURANCE REQUIREMENTS

DHCD- -HPTF-THE BOBBI 2151 CALIFORNIA ASSOCIATES LLC
V36 - 07- 2025

INSURANCE REQUIREMENTS

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

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

B. INSURANCE REQUIREMENTS

1. Commercial General Liability Insurance (“CGL”) - The Developer or its Contractors
shall provide evidence satisfactory to the CO with respect to the services performed that
it carries a CGL policy, written on an occurrence (not claims-made) basis, on Insurance
Services Office, Inc. (“ISO”) form CG 00 01 04 13 (or another occurrence-based form
with coverage at least as broad and approved by the CO in writing), covering liability for
all ongoing and completed operations of the Developer and under all subcontracts,
covering claims for bodily injury, including without limitation sickness, disease or death
and mental anguish of any persons, broad form property damage, including loss of use
resulting therefrom, personal and advertising injury, and including coverage for liability
arising out of an Insured Contract (including the tort liability of another assumed in a
contract) and acts of terrorism (whether caused by a foreign or domestic source). Such
coverage shall have limits of liability of not less than $1,000,000 for each occurrence,
$2,000,000 general aggregate, $2,000,000 products and completed operations aggregate,
and $1,000,000 personal and advertising injury aggregate limit.

The Commercial General Liability shall be further endorsed to:
a) To the fullest extent permitted by law, provide additional insured coverage
using ISO form CG 2010 0413 and CG2037 04 13 (or its equivalent) to The
Government of the District of Columbia
b) Coverage available to the additional insureds shall apply on a primary and
non-contributing basis as respects any other insurance, deductibles, or self-
insurance available to the additional insureds
c) A waiver of subrogation in favor of The Government of the District of
Columbia
d) Any Annual Aggregate shall apply on a per location or per project basis
e) Defense costs shall be in addition to and not erode the limits of liability

2. Automobile Liability Insurance - The Developer or its Contractors shall provide evidence
satisfactory to the CO of commercial (business) automobile liability insurance written on
ISO form CA 00 01 10 13 (or another form with coverage at least as broad and approved
by the CO in writing) including coverage for all owned, hired, borrowed and non-owned
DHCD- -HPTF-THE BOBBI 2151 CALIFORNIA ASSOCIATES LLC
V36 - 07- 2025

vehicles and equipment used by the Developer or contractors in connection with work
under this agreement, with a minimum combined single limit of $1,000,000. Such policy
or policies of automobile liability insurance shall be written on an "occurrence" (as
opposed to a "claims made") basis.

The Commercial Auto Liability policy shall be further endorsed to:
a) To the fullest extent permitted by law, provide additional insured coverage to
The Government of the District of Columbia
b) Coverage available to the additional insureds shall apply on a primary and
non-contributing basis as respects any other insurance, deductibles, or self-
insurance available to the additional insureds
c) A waiver of subrogation in favor of The Government of the District of
Columbia
d) Defense costs shall be in addition to and not erode the limits of liability
e) If applicable, include Form CA 99 48 03 06 Pollution Liability - Broadened
Coverage for Covered Autos - Business Auto, Motor Carrier, and Truckers (or
its equivalent)
f) Moving and Storage Companies shall be required to provide evidence of
BMC91 or BMC91X filing

For Developers providing transportation:
Developers or contractors providing transportation must additionally comply with the
following:
a) Operators holding a restricted WMATC Certificate of Authority must have a
single limit of $1.5 million in combined (bodily injury and physical damage)
coverage, or
b) Operators holding an unrestricted WMATC Certificate of Authority must
have a single limit of $5M in combined (bodily injury and physical damage)
coverage.
In addition, both types of WMATC certificate holders must have in place the following
Licensing Requirements as applicable:
a) Commercial Driver’s License (CDL) with the following endorsements:
i) P (Passenger): All drivers MUST have a P endorsement enabling them to
transport passengers (16 or more).
ii) S (School Bus): All drivers operating school buses (flashing lights, swing
arm w/stop sign) must also have an S endorsement. Please note that driver
credentials for any vehicles that are converted school buses must have S.
b) Valid (unexpired) US Department of Transportation Medical Examiner
Certification (“Medical Card”).

For Developers or contractors using District Government-Owned Vehicles:
Agencies that provide Developers or contractors with District Government-owned or
leased motor vehicles are responsible for ensuring that such vehicles are used only for the
performance under this Contract. Developer and its subcontractors are prohibited from
using such vehicles for home-to-work transportation unless specifically provided for
under the terms of the contract and approved in writing by the Contracting Officer, or
otherwise provided by law. Developer or its Contractors shall obtain automobile liability
DHCD- -HPTF-THE BOBBI 2151 CALIFORNIA ASSOCIATES LLC
V36 - 07- 2025

insurance with a minimum combined single limit of $1,000,000 to cover bodily injury
and property damage to protect the Developer and the Government of the District of
Columbia against third-party claims arising from the use of District Government-owned
vehicles. The Commercial Auto Liability Policy shall be endorsed to include:
a) To the fullest extent permitted by law, provide additional insured coverage to
The Government of the District of Columbia;
b) Coverage available to the additional insureds shall apply on a primary and
non-contributing basis as respects any other insurance, deductibles, or self-
insurance available to the additional insureds; and
c) A waiver of subrogation in favor of The Government of the District of
Columbia.
In the event of loss, destruction, or damage to any government-owned vehicles used in
the performance of contact, Developer or its Contractors shall be liable for full cost of
repair or replacement of lost, destroyed, or damaged vehicle.

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

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

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

4. Cyber (Media Liability and Network Security/Privacy) Liability Insurance covering acts,
errors, omissions, and violation of any consumer protection laws arising out of
Developer’s or its Contractors operations or services with a limit of $2,000,000 per claim
and in the aggregate. Such coverage shall include but not be limited to, third party and
first party coverage for loss or disclosure of any data, including personally identifiable
information and payment card information, network security failure, violation of any
consumer protection laws, unauthorized access and/or use or other intrusions,
infringement of any intellectual property rights (except patent), negligence or breach of
duty to use reasonable care, breach of any duty of confidentiality, invasion of privacy, or
violations of any other legal protections for personal information, defamation, libel,
slander, commercial disparagement, negligent transmission of computer virus, or use of
computer networks in connection with denial of service attacks. Such coverage shall
include regulatory defense and fines/penalties in any jurisdiction anywhere in the world.
Such coverage shall include contractual privacy coverage for data breach response and
crisis management costs that would be incurred by Developer or its Contractors on behalf
DHCD- -HPTF-THE BOBBI 2151 CALIFORNIA ASSOCIATES LLC
V36 - 07- 2025

of The Government of the District of Columbia in the event of a data breach including
legal and forensic expenses, notification costs, credit monitoring costs, and costs to
operate a call center. Developer or its Contractors shall maintain coverage in force during
the term of this Agreement and for an extended reporting period of not less than two (2)
years after.

5. Professional Liability Insurance (Errors & Omissions) - The Developer or its Contractors
shall provide Professional Liability Insurance (Errors and Omissions) to cover liability
resulting from any error or omission in the performance of professional services under
this Contract. The policy shall provide limits of $1,000,000 per claim or per occurrence
for each wrongful act and $2,000,000 annual aggregate. The Developer or its Contractors
warrants that any applicable retroactive date precedes the date the Developer or its
Contractors first performed any professional services for the Government of the District
of Columbia and that continuous coverage will be maintained or an extended reporting
period will be exercised for a period of at least ten years after the completion of the
professional services. Limits may not be shared with other lines of coverage.

6. Commercial Umbrella or Excess Liability - The Developer or its Contractors shall provide
evidence satisfactory to the CO of commercial umbrella with minimum limits of $10,000,000 per
occurrence and $10,000,000 in the annual aggreg ate. Coverage must excess of required
commercial general liability, commercial auto lia bility, and employers’ liability. The insurance
required under this paragraph shall be written in a form that annually reinstates all required limits.
Coverage shall be primary to any insurance, self-insurance or reinsurance maintained by The
Government of the District of Columbia and the “other insurance” provision must be amended in
accordance with this requirement and principles of vertical exhaustion.

7. Crime Insurance (3rd Party Indemnity) - The Developer or its Contractors shall provide a
Crime policy including 3rd party fidelity to cover the dishonest acts of Contractors, its
employees and/or volunteers which result in a loss to the District. The Government of the
District of Columbia shall be included as loss payee. The policy shall provide a limit of
$50,000 per occurrence.

8. Environmental Liability/Contractors Pollution Liability Insurance - The Developer or its
Contractors shall provide evidence satisfactory to the CO of environmental liability
insurance covering losses caused by pollution or other hazardous conditions arising from
ongoing or completed operations of the Developer or its Contractors. Such insurance
shall apply to bodily injury, property damage (including loss of use of damaged property
or of property that has been physically injured), clean-up costs, transit and non-owned
disposal sites. Coverage shall extend to defense costs and expenses incurred in the
investigation, civil fines, penalties and damages or settlements. There shall be neither an
exclusion nor a sublimit for mold or fungus-related claims, legionella, asbestos, lead paint,
or silica. The minimum limits required under this paragraph shall be $2,000,000 per
occurrence and $2,000,000 in the annual aggregate. If such coverage is written on a
claims-made basis, the Developer or its Contractors warrants that any retroactive date
applicable to coverages under the policy precedes the Developer or its Contractors’
performance of any work under the Contract and that continuous completed operations
coverage will be maintained for at least ten (10) years or an extended reporting period
shall be purchased for no less than ten (10) years after completion.
DHCD- -HPTF-THE BOBBI 2151 CALIFORNIA ASSOCIATES LLC
V36 - 07- 2025

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

The Environmental Liability policy shall be further endorsed to include The Government
of the District of Columbia as an Additional Insured.

9. Installation-Floater Insurance - For projects not involving structural alterations, the
Developer or its Contractors shall provide an installation floater policy with a limit equal
to the Property values being installed as part of the project. The policy shall cover
property while located at the project site, at temporary locations, or in transit; deductibles
will be the sole responsibility of the Developer.

10. Riggers Liability – If and to the extent Developer or its Contractors’ services or scope of
Work call for, require, or involve the lifting, picking, rigging and setting of others
property, materials or equipment, Developer or its Contractors shall procure, maintain
and pay for Riggers Liability Insurance to insure against physical loss of or damage in
amounts sufficient to insure the full market value and / or replacement costs of the
property, materials or equipment being lifted, with a minimum liability limit of
$5,000,000. In addition to replacing any property, materials or equipment damaged
through Developer or its Contractors’ work involving the lifting, picking, rigging and or
setting, Developers or its Contractors shall also be responsible for all consequential loss
of use, and delay damages involved in replacing and / or repairing the damaged property,
materials, or equipment. Failure to carry appropriate insurance and / or failure to carry
adequate limits shall not relieve Developer or its Contractors from its indemnity and
contractual obligations herein.

Construction Projects for Developer Provided Builder’s Risk
Builders Risk – The Developer or its Contractors shall purchase and maintain builders
risk insurance at 100% replacement cost upon the entire Work at the site and portions of
the Work stored off the site with the Developer’s approval, and contingent transit
coverage for portions of the Work in transit. This insurance shall include the interests of
the District, the Developer and the Subcontractors in the Work and shall insure against all
risk of physical damage subject to standard exclusions. Losses not covered by the
Developer's insurance shall be borne pursuant to the provisions of the Contract. The
builders risk policy will have a deductible of not more than $25,000. Losses within the
deductible will be paid by the Developer or the responsible Subcontractor. If not covered
under the builder’s risk insurance or otherwise provided in the Contract Documents, the
Developer shall effect and maintain similar property insurance on portions of the Work
stored off the site or in transit

C. SUBCONTRACTOR INSURANCE REQUIREMENTS
DHCD- -HPTF-THE BOBBI 2151 CALIFORNIA ASSOCIATES LLC
V36 - 07- 2025

Any and all subcontractors engaged by Developer for work under this agreement shall be
required to have the same insured required of Contractor. Should the Developer wish to
propose different insurance requirements for the subcontractor than the ones outlined in
the Contract, then, prior to commencement of work by the subcontractor, the Developer
shall submit in writing the name and brief description of work to be performed by the
subcontractor to the CO. The CO will promptly provide in writing to the Contractor with
a decision regarding the insurance requirements applicable to the subcontractor. When
requested by the CO, the Developer must provide proof of the subcontractor's required
insurance prior to commencement of work by the subcontractor.

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

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

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

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

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

I. NOTIFICATION. The Developer shall ensure that all policies provide that the CO shall
be given thirty (30) days prior written notice in the event of cancellation, non-renewal, or
material changes to the extent such cancellation or material changes results in Developer
no long complying with the above requirements. The Developer shall provide the CO
with ten (10) days’ prior written notice in the event of non-payment of premium. The
Developer will also provide the CO with an updated Certificate of Insurance should its
insurance coverages renew during the contract. The Government of the District of
Columbia may reasonably change the above insurance coverage requirements during the
Term by giving Developer at least 30 days’ notice of the change. Developer must
DHCD- -HPTF-THE BOBBI 2151 CALIFORNIA ASSOCIATES LLC
V36 - 07- 2025

comply, at your expense, and deliver to the CO evidence of compliance before the change
becomes effective.

J. CERTIFICATES OF INSURANCE. The Developer must send to CO, at least 10 days
after execution of this Agreement, certificates of insurance evidencing the required
insurance coverage and endorsements required herein. Developer must also provide us
with evidence of renewal before the expiration date of each insurance policy. Developer
is responsible for providing us with 30 days advanced written notice if the certificate of
insurance by the insurer has been canceled, reduced in coverage, or otherwise altered.
Certificates of insurance must reference the corresponding contract number. Evidence of
insurance shall be submitted to:

The Government of the District of Columbia

And mailed to the attention of:
DHCD
Portfolio and Asset Management Division
1909 Martin Luther King Jr., Ave
Washington, DC 20020
202-442-7200

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

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

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

M. WARRANTIES. When applicable, the Developer should be named as an additional
insured on the applicable manufacturer’s/distributer’s Commercial General Liability
policy using Insurance Services Office, Inc. (“ISO”) form CG 20 15 04 13 (or another
occurrence-based form with coverage at least as broad). CO should collect, review for
accuracy, and maintain all warranties for goods and services.

J-1

EXHIBIT I
CERTIFICATION OF BORROWER’S REPRESENTATIONS AND WARRANTIES
Certification of Borrower’s Representations and Warranties

Borrower hereby certifies to Lender that:

(a) The amounts requested were made, incurred or financed and were necessary for the
Project and were made or incurred in accordance with the Construction Draw Schedule heretofore
in effect or pursuant to a Change Order that has been approved in acc ordance with the Loan
Agreement and with usual and customary practice under existing conditions.
(b) The amounts requested are not greater than those necessary to meet obligations due and
payable or to reimburse the Borrower for its funds actually advanced for costs of the Project, if
applicable.
(c) No amount for which disbursement is sought formed the basis for any prior
disbursement and no disbursement is sought for any items representing payment on account of any
percentage entitled to be retained at the date of this Payment Request.
(d) The amounts remaining to be disbursed from the Loan, the Senior Loan, Subordinate
Loan(s), and tax credit equity prior to the Final Disbursement, will be sufficient to pay the costs
of completing the Project as and when due and payable.
(e) Borrower acknowledges that except as expressly set forth in the Loan Agreement, no
party shall have any duty or obl igation to verify the validity, su fficiency or genuineness of any
document submitted or confirm or establish the authority or identity of the person sending this
request, and may rely upon the validity of any document and the authority and identity of any such
person if Lender complies with the applicable loan agreement. Lender shall not be responsible for
errors or omissions made by the Borrower or the duplication of any communication by the
Borrower and may act on any communication by reference to an account number only, even if an
account name is provided. Borrower shall be notified if a communication is not acted upon for any
reason.
(f) There is no current or existing Event of Default pursuant to the terms of any of the Loan
Documents, and no event exists which by notice or passage of time or both would constitute an
Event of Default under any of the foregoing documents.
(g) No representation or warranty of the Borrower contained in any of the Loan Documents

J-2

is incorrect or inaccurate in any material respect.
(h) Except for Permitted Encumbrances (as defi ned in the Deed of Trust) and those
otherwise permitted or provided for by the Loan Documents, there has been received no notice (i)
of any lien, right to lien or at tachment upon, or claim a ffecting the right of the payee to receive
payment of, any of the moneys payable under such Payment Request to any of the persons, firms
or corporations named therein, and (ii) that any materials, supplies or equipment covered by such
Payment Request are subject to any lien or security interest, or if any no tice of any such lien,
attachment, claim or security in terest has been received, such lie n, attachment, claim or security
interest has been releas ed, discharged, insured or bonded over or will be released, discharged,
insured or bonded over upon payment of this Payment Request.
(i) All conditions precedent for disbursement as set forth in Section 4.5 and Section 4.7
for Final Disbursement requests of the Loan Agreement are satisfied, including without limitation
delivery to Lender of any waiv ers and lien releases require d by Section 4.5.5 of the Loan
Agreement.
(j) This statement and all exhibits hereto, sha ll be conclusive evid ence of the facts and
statements set forth herein and shall constitute full warrant, protection and authority to Lender for
its actions taken pursuant hereto.
(k) Attached to this Payment Request are copies of invoices or bills of sale covering all
items for which payment is being requested.
(l) All capitalized terms that are not defined wi thin this Certification shall have the
meaning set forth in the Loan Agreement.

J-3

EXHIBIT J
FORM OF FINAL LOAN
REDUCTION CERTIFICATE
A.
B.
(1)
(2)
(3)
(4) For an Excess Proceeds totaling the following: - $
-$
The Lender Retainage that remains undisbursed equals:
-$
BORROWER:
Lender made a loan to the Borrower in a total principal amount not to exceed $14,222,891 and 00/100 Dollars
(the “Loan”), the proceeds of which were to be used by the Borrower to help finance the production of 24
affordable housing units at 2151 Califorina Street, NE (the "Project", also known as "The Bobbi"); and
On or prior to the ninetieth (90th) day after the Borrower recieves the United States Department of the
Treasury Internal Revenue Service Low-Income Housing Credit Allocation and Certification (Form 8609), the
Borrower is required to provide the Lender with a Loan Reduction Certificate, prepared and executed by the
Borrower, certifying the net amount of the Excess Proceeds available from the Project that will be due to the
Lender ("Final Loan Reduction Calculation"), pursuant to Section 1(f) of the Agreement.
For the purposes of this Loan Reduction Certificate, the term “Excess Proceeds” means:
The sum of all funds that were used for a temporary purpose to the extent that such
funds are or will be subsequently returned to Borrower (the “Returned Funds” as
more particularly described and defined in Section 1(f)b.i. of the Agreement),
PLUS the net reduction in total costs shown in the Project Budget due to unspent
contingency funds, unspent short-term reserves or other budget savings (the “Cost
Savings" as defined in Section 1(f)b.ii. of the Agreement),
PLUS any increase in funding that is committed to the Project after the Closing Date
over and above the funding sources shown on the Project Budget (the "Increased
Sources" as more particularly described and defined in Section 1(f)b.iii. of the
Agreement),
The Final Loan Reduction Calculation due to the Lender equals the sum of 100% of the Returned
Funds, 50% of the Cost Savings, and 50% of the Increased Sources, for a total of:
The amount of the Final Loan Reduction Calculation payable to Lender after subtracting remaining
Lender Retainage, if applicable and approved, per Section 1(f) of the Agreement, is as follows:
The Preliminary Loan Reduction Calculation shall be prepared and updated pursuant to Section 1(f) of the Agreement.
Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the
Agreement.
The undersigned hereby (i) certifies that the Borrower has examined the information included in this Loan Reduction
Certificate and, to the best of the undersigned’s knowledge, it is true, correct and complete, and (ii) submits this Loan
Reduction Certificate to the Lender in order to comply with the terms of the Agreement.
Executed this ____ day of __________________, 20___.
LOAN REDUCTION CERTIFICATE
In accordance with applicable Program Requirements and pursuant to the terms of the Agreement, dated _________,
202_, by and between the District of Columbia, a municipal corporation, acting by and through the D.C. Department of
Housing and Community Development ("Lender") and 2151 California Associates LLC (“Borrower”):

2151 CALIFORNIA ASSOCIATES LLC,
a District of Columbia limited liability compa
By: 2151 California Associates Manage r
a District of Columbia limited liabil i
its Managing Member

By: NHPF 2151 California MM,

K-1

EXHIBIT K
FORM OF NET CASH FLOW
CALCULATION WORKSHEET

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

L-1

EXHIBIT L
MODIFICATIONS TO LOAN AGREEMENT

The following modifications are made to the text of the Agreement that precedes this Exhibit:

Section 4.8.1(3) is deleted and replaced with the following:

Lender will reduce the Loan on a fifty cents ($0.50) for every dollar ($1.00) basis for any increase
in funding that is committed to the Project after th e Closing Date over and above the funding
sources in the final Project Budget, including any additional senior loan proceeds, unless the
increase in funding is obtained from a non-Lender source to cover an unanticipated increase in
Project costs or a decrease in other Project sources. Provided further that notwithstanding anything
in Section R to the contrary, to the extent the project is awarded FHLB proceeds or another sources
to replace, in whole or in part, the existing sponsor loan (as reflected in the attached budget), such
replacement funds will not be considered an increase in funding sources and will not be subject to
cost savings provisions.

RIDER 1
LOW-INCOME HOUSING TAX CREDIT PROVISIONS
This LOW-INCOME HOUSING TAX CREDITS PROVISIONS RIDER (this “LIHTC Rider”)
is attached to and amends the Loan Agreement by and between by 2151 CALIFORNIA
ASSOCIATES LLC, a District of Columbia limited liability company (“ Borrower”) and the
DISTRICT OF COLUMBIA , a municipal corporati on, acting by and through the
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT (“Lender”), dated
as of the date of this Loan Agreement (the “Loan Agreement”).

To the extent any provisions of this LIHTC Ride r conflict with any provisions in the body of the
Loan Agreement, the provisions of this LIHTC Ri der shall prevail. Any terms in the body of the
Loan Agreement not in conflict with the provision s of this LIHTC Rider remain in full force and
effect. Any capitalized terms not defined in this LIHTC Rider shall have the meaning given in the
body of the Loan Agreement.

Notwithstanding anything else in the Loan Agreement to which this LIHTC Rider is attached:

1. DEFINITIONS. The following term sha ll be added to the Loan Agreement:

(a) “Equity Investor” means Hudson Bobbi LL C, a Delaware limited liability company, and
its successors and/or assigns, Hudson SLP LLC, a Delaware limited liability company, and its
successors and/or assigns, and RIC 2151 California Street STCI, LLC, a Missouri limited liability
company, and its successors and/or assigns.

2. NOTICE.

Lender agrees that, as long as E quity Investor is a member or partner of Borrower, Lender shall
endeavor as a courtesy to Equity Investor to de liver to Equity Investor a copy of any notice of
default that is delivered to Borrower. Equity Investor’s address for such notice purposes is:

Hudson Housing Capital LLC
630 Fifth Avenue, 28th Floor
New York, New York 10111
Attention: Joseph A. Macari
Fax No.: (212) 218-4467
With copies to:

Bocarsly Emden Cowan Esmail & Arndt LLP
4800 Hampden Lane, Suite 200

Bethesda, Maryland 20814
Attention: Michael Hopkins

And to:

RiseImpact Capital, LLC
400 Poydras St., Suite 2060
New Orleans, LA 70130
Attention: Robert Lay

Equity Investor may change the address to which notices intended for it are to be directed by means
of written notice given to Lender.

3. OPPORTUNITY TO CURE.
Any cure of any default by Borrower offered by Equ ity Investor shall be treated the same as if
offered by Borrower.

G-1
EXHIBIT F
SECTION 3 CONTRACT ADDENDUM
During construction of the Project, Borrower will comply with and cause its successors, assigns,
agents, and agents to comply with 24 CFR Part 75. The Section 3 requirement applies to assistance
that exceeds $200,000.00.
All Section 3 covered contracts must include the following clause in its entirety.
Noncompliance with HUD’s regulations in 24 CFR part 75 may result in sanctions,
default under the Loan Documents, and debarment or suspension from HUD-assisted
contracts:
1. The work to be performed under this contract is subject to the requirements of
Section 3 of the Housing and Urban Development Act of 1968, as amended, 12
U.S.C. 1701u (Section 3). The purpose of Section 3 is to ensure that employment
and other economic opportunities generated by HUD assistance or HUD-assisted
project covered by Section 3, shall, to the greatest extent feasible, be directed to
low- and very low- income persons, particularly persons who are recipients of
government assistance for housing or residents of the community in which the
Federal assistance is spent.
2. The parties to this contract agree to comply with HUD’s regulations in 24 CFR
Part 75, which implement Section 3. As evidenced by their execution of this
contract, the parties to this contract certify that they are under no contractual or
other impediment that would prevent them from complying with the part 75
regulations.
3. The contractor agrees to send to each labor organization or representative of
workers with which the contractor has a collective bargaining agreement or other
understanding, if any, a notice advising the labor organization or workers’
representative of the contractor’s commitments under this Section 3 clause and
will post copies of the notice in conspicuous places at the work site where both
employees and applicants for training and employment practices can see the
notice. The notice shall describe the Section 3 preference, shall set forth
minimum number and job titles subject to hire, availability of apprenticeship and
training positions, the qualifications for each; and the name and location of the
person(s) taking applications for each of the positions; and the anticipated date
the work shall begin.
4. The contractor agrees to include this Section 3 clause in every subcontract
subject to compliance with regulations in 24 CFR Part 75, and agrees to take
appropriate action, as provided in an applicable provision of the subcontract or
in this Section 3 clause, upon a finding that the subcontractor is in violation of the
regulations in 24 CFR part 75. The contractor will not subcontract with any
G-2
subcontractor where the contractor has notice or knowledge that the
subcontractor has been found in violation of the regulations in 24 CFR part 75.
5. The contractor will certify that any vacant employment positions, including
training positions, that are filled (1) after the contractor is selected, but before the
contract is executed, and (2) with persons other than those to whom the
regulation of 24 CFR part 75 require employment opportunities to be directed,
were not filled to circumvent the contractor’s obligations under 24 CFR part 75.