CA26-0848 Proposed Contract No. 2025-47 with Deanwood Station LLC |…

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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. 2025-47 with Deanwood Station LLC in the amount of $10,000,000.

Under the proposed contract, the District will loan $10,000,000 from the Housing Production Trust
Fund (HPTF) to Deanwood Station LLC, who will use the HPTF loan proceeds to finance the
eligible acquisition costs, soft costs and construction hard costs ass ociated with the development
of 24 units of affordable for-sale housing at 4276 Sheriff Road in Ward 7.

My administration is available to discuss any questions you may have regarding the proposed
contract. In order to facilitate a response to any questions you may have, please have your staff
contact Christopher Earley, Deputy Director, Department of Housing and Community
Development, at chris.earley@dc.gov or at (202) 442-7158.

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

Sincerely,

Muriel Bowser
GOVERNMENT OF THE DISTRICT OF COLUMBIA
Department of Housing and Community Development
COUNCIL CONTRACT SUMMARY
Pursuant to section 202(c) of the Procurement Practices Reform Act of 2010, effective April
8, 2011 (D.C. Law 18-371; D.C. Official Code §2-352.02(c)), the following contract
summary is provided:
(A) The proposed contractor, contract amount, unit and method of compensation, contract
term, and type of contract:
Proposed Contractor: Deanwood Station LLC
Contract Amount: $10,000,000
Unit and Method of Compensation: Draw Schedule
Term of Contract: 3 years / 0% Simple Interest
Type of Contract: Loan Agreement
(B) The goods or services to be provided, the methods of delivering goods or services, and
any significant program changes reflected in the proposed contract:
The Department of Housing and Community Development (DHCD) proposes to
provide a loan to Deanwood Station LLC in the amount of $10,000,000 from the
Housing Production Trust Fund to Deanwood Station LLC (an affiliate of Medici Road
CDC) for the purpose of financing eligible acquisition costs, predevelopment costs,
construction hard costs and soft costs associated with the development of 24 for-sale
condominium units and neighborhood serving retail at the property located at 4276
Sheriff Road, N.E. Washington, DC in Ward 7.
(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 development of 24 for-sale condominium units and
neighborhood serving retail at the property located at 4276 Sheriff Road, N.E.
Washington, DC in Ward 7.
Page 1 of 3

(D) The background and qualifications of the proposed contractor, including
its organization, financial stability, personnel, and prior performance on
contracts with the District government:
The borrowing entity is Deanwood Station LLC, an affiliate of Medici
Road CDC.
(E) Performance standards and the expected outcome of the proposed contract:
The proposed DHCD loan proceeds will be used to provide a loan to
Deanwood Station LLC in the amount of $10,000,000 from the Housing
Production Trust Fund for the purpose of financing eligible acquisition
costs, predevelopment costs, construction hard costs and associated with the
development of 24 for-sale condominium units and neighborhood serving
retail at the property located at 4276 Sheriff Road, N.E. Washington, DC in
Ward 7.
The project is consistent with DHCD’s goal of preserving and producing
affordable housing for low-to-moderate income residents. Additionally, the
borrower is required to fulfill all conditions as set forth in the loan
agreement within the agreed upon time frames. Failure to fulfill the terms of
the loan agreement will constitute default.
(F) A certification that the proposed contract is within the appropriated
budget authority for the agency for the fiscal year and is consistent with the
financial plan and budget adopted in accordance with D.C. Official Code
§§ 47-392.01 and 47-392.02:
The loan will be funded through the Housing Production Trust Fund.
Attached is the certification that the proposed loan agreement is consistent
with the District’s financial plan and budget.
(G) A certification that the proposed contract is legally sufficient, including
whether the proposed contractor has any currently pending legal claims
against the District:
A legal sufficiency memorandum from the Office of the General Counsel is attached.
(H) A certification that the proposed contractor is current with its District
and federal taxes or has worked out and is current with a payment
schedule approved by the District or federal government:
District and federal tax law compliance certifications are attached.
Page 2 of 3
(I) The status of the proposed contractor as a certified local, small, or
disadvantaged business enterprise as defined in the Small, Local, and
Disadvantaged Business Enterprise Development and Assistance Act of
2005, effective October 20, 2005 (D.C. Law 16-32; D.C. Official Code § 2-
218.01 et seq.):
Deanwood Station 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 ww w.dhcd.dc.gov.
Page 3 of 3
1101 4th Street, SW
Washington, DC 20024
Date of Notice: June 5, 2026 L0016586431Notice Number:
FEIN: **-***9902
Case ID: 18982679

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
DEANWOOD STATION LLC
1629 K ST NW STE 300
WASHINGTON DC 20006-1631

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
Initial File #: N00005515437
Entity Type: Domestic Nonprofit Corporation
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
Medici Road
WE FURTHER CERTIFY that the domestic filing entity is formed under the law of the District on
09/24/2016; 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 06/05/2026 8:27 AM
Muriel Bowser
Mayor

Tracking #: C2026CT0087769
Business and Professional Licensing Administration










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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: Deanwood Station 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:
Deanwood Station LLC

6. Other:

LOAN/GRANT TYPE

1. Grant 4. Cost Reimbursement
2. Loan Price $10,000,000 5. Time and Material
3. Task Order

6. Advance Payment
Page 2 of 4
GRANT/LOAN/LEASE INFORMATION
Grant/Loan/Lease No.: _DHCD Amount: $10,000,000(HPTF)
Caption: Deanwood Station LLC, Grant/Loan Term: 3 Years
Interest Rate: 0 %
Does this Grant/Loan Amount exceed $1 million: Yes No
If yes, please attach a copy of the DC Council approval and provide the following information:
Date received: Date approved:
LEASE INFORMATION
Lease No.:
Location:
Sq. Ft. Leased:
Total Bldg. Sq. Ft.:
Total Cost
Annual Cost
Cost Per Sq. Ft.
% Sq. Ft. Leased By D.C.
BRIEF DESCRIPTION OF GRANT/LOAN/LEASE
SOURCE OF FUNDING
1. Appropriated 4. Intra-District
2. Capital 5. Inter-Jurisdictional
3. Grant ( ) 6. Other: HPTF
If procurement action is funded by grant or other non-capital or non-appropriated funds, will the
District need to expend some portion of its funds prior to receiving funds from the grantor or
other funding source?
Yes N/A
If Yes, indicate the amount the District will need to expend and the percentage this amount
represents of the total funds required to support the effort. District Funds $
% .
1R
n/a
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: n/a
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.
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 Deanwood Station LLC in the amount of $10,000,000 from the District of Columbia Housing Production
Trust Fund will finance eligible acquisition costs, soft costs and construction hard costs to develop a 24-unit
affordable for sale housing unit development located at 4276 Sheriff Road NE in Ward 7 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
June 4, 2026
Bethany A Spooner
Digitally signed by Bethany A Spooner
Date: 2026.06.05 14:37:27 -04'00'
Leroy Clay III
Digitally signed by Leroy Clay III
Date: 2026.06.05 16:04:24 -04'00'
for
June 11, 2026
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GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
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FEB 0 6 2024
VIAELECTRONIC MAIL
CommissionerAntawanHolmes
ChairANC 7C
Washington,DC 20019
7C07@ane.de.gov

Re:DeanwoodStation~4276SheriffRoad,NE
DearCommissionerHolmes,
PursuanttoD.C.OfficialCode§1-309.10(2001ed.),youareherebyinformedthattheDepartment
ofHousingandCommunityDevelopment(“Department”or“theDepartment”)proposestoprovide
MediciRoad,LLCwithfundinginanapproximateamountof$10,970,441inHousingProduction
TrustFundsthatwillbeusedtofinanceacquisition,construction,andrelatedcostsfortheaffordable
housingprojecttobelocatedat4276SheriffRoad,NE.
PleasebeadvisedthatAdvisoryNeighborhoodCommission7Chasthirty(30)businessdaysfrom
thedateofthisnoticetosubmitcommentsontheaboveproposedaction.Districtlawrequiresthat
theDepartmentgive“greatweight”toallrelevantANCconcemsorrecommendations.We
respectfullyrequestthatanycommentinresponsewaivetheremainderofthestatutory30-dayANC
noticecommentperiod.
TheDepartmentmustreceivecommentsbyMarch21,2024(i.e.thethirty-businessdaycomment
period).Youmustincludeareferencetothesubjectmatteridentifiedatthetopofthisnoticeinyour
response.CommentsmaybesentbyemailtoRobinHendersonatrobind.henderson@de.govorby
mailto:TheDepartmentofHousingandCommunityDevelopment,OfficeoftheDirector,Attn:
RobinHenderson,1800MartinLutherKingAvenue,S.E.,3rdFloor,Washington,D.C.20020.
Ifyouhavefurtherquestionsregardingthisproject,pleasedonothesitatetocontactTiphanieJones
at202-442-7261ortiphanie,jones2@de.gov.
Sincerely,
ColleenGreen
Director

CouncilmemberVincentGray,Ward7
CouncilmemberRobertWhite,HousingCommitteeChair
CommissionerAntawanHolmes,7007
Mr.KentBoese,OfficeofAdvisoryNeighborhoodCommissions
ThomasHouston,MediciRoad,LLC
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MEMORANDUM
TO: Muriel E. Bowser
Mayor
THRU: Michael T. Spencer, Deputy General Counsel
Department of Housing and Community Development
FROM: Donnette A. Cooper, Assistant General Counsel
Department of Housing and Community Development
DATE: April 14, 2026
SUBJECT: Proposed Housing Production Trust Fund ("HPTF") loan in an amount not
to Exceed Ten Million and 00/100 Dollars (the "Loan")
to Deanwood Station//&
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The proposed Loan, to be funded by HPTF, shall not exceed Ten M illion and 00/ 100 Dollars
The Loan proceeds shall be used to finance new construction of housing at real property located at
4276 Sheriff Road, NE, Washington DC (the "Project"). All Twenty-four (24) Project units shall
be reserved for sale as affordable homeownership units (the "Reserved Units). The Reserved
Units shall be affordable to and occupied by households at or below 80% of MFI, including
Five (5) Inclusionary Zoning units. The Project affordability shall be enforced by affordability
covenants that run with the land in perpetuity.
The attached Loan Agreement evidencing the proposed Loan 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 Donnette A. Cooper on (202)
4427225.
Colleen Green, Director
ChULs Earley, Deputy Director
Tiphanie Jones, Project Manager, DFD
Loan Agreement (Revised Jan. 2023)
LOAN AGREEMENT
between
Deanwood Station, 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. 2025-47
Project Name Deanwood Station

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 .......................................................................................... 9
2.4. Additional Financing ........................................................................................... 9
Section 3. Reserved ........................................................................................................... .. 9
Section 4. Requirements and Conditi ons for Loan Disbursements........................................ 9
4.1. Initial Disbur sement ............................................................................................ 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. Retainag e ...........................................................................................................13
4.7. Additional Conditions fo r Final Disbursement ................................................... 14
4.8. Final Adjustment to Loan After Closing .............................................................15
4.9. Insufficiency of Lo an Proceeds ..........................................................................16
4.10. Authorized Disbursements .................................................................................17
4.11. Disbursements Not a Waiver ..............................................................................17
4.12. Stored Ma terials .................................................................................................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 ................................................................................18
5.4. Litigatio n ...........................................................................................................18
5.5. Financial In formation .........................................................................................18
5.6. Receivership ......................................................................................................18
5.7. Tax Returns .......................................................................................................18
5.8. Liens on Property ...............................................................................................18
5.9. Utilities ..............................................................................................................18
5.10. Roads .................................................................................................................19
5.11. Zoning and Land Use. ........................................................................................19
5.12. Cost Brea kdown ................................................................................................ .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 ..........................................................................................................20
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 ......................................................................................21
6.13. Notices ...............................................................................................................21
6.14. Further Assurances .............................................................................................21
6.15. Fees of Lender’s Agents .....................................................................................21
6.16. Performance of Other Agreements .....................................................................21
6.17. Acknowledgement of Lender Financing ................................ ............................. 21
6.18. Property Management ........................................................................................22
6.19. Affordability Covenants .....................................................................................22
6.20. Hazardous Materials Indemnity ................................................................ ..........22
Section 7. Default; Remedies ..............................................................................................23
7.1. Defaults .............................................................................................................23
7.2. Remedies of Lender on Event of Default ............................................................24
7.3. No Remedy Exclusive; Delays or Omissions; Waiver of Breach ........................26
Section 8. Additional Local and Federal Requirements Applicable to Borrower .................27
Section 9. Conflict Of Interest/ Limit of Liability ...............................................................30
Section 10. Notice of No n-Discrimination ............................................................................30
Section 11. Freedom of Information Act ...............................................................................30
Section 12. Antideficiency Act Limitations ..........................................................................31
Section 13. Miscellaneous ....................................................................................................3 1
13.1. Reimbursement of Disbursements Made or Other Costs Incurred by Lender ......31
13.2. Interest on Additional Payments and Reimbursements .......................................31
13.3. Indemnification of Lender ..................................................................................32
13.4. Nonassignability ................................................................................................32
13.5. Liability of Lender .............................................................................................33
13.6. No Partnership, Joint Venture, Agency ...............................................................33
13.7. Waiver of Jury Trial/ Service of Process/ Court Costs ........................................33
13.8. No Third Party Beneficiaries ..............................................................................33
13.9. Counterparts.......................................................................................................33
13.10. Notices ...............................................................................................................3 3
13.11. Amendment .......................................................................................................34
13.12. Survival of Agreements ......................................................................................34
13.13. Entire Agreement; Successors and Assigns; Time of Essence .............................34

Loan Agreement (Revised Jan. 2023) iii

13.14. Severability ........................................................................................................34
13.15. Descriptive Captions; Headings .........................................................................34
13.16. Construction.......................................................................................................34
13.17. Governing Law ..................................................................................................35
13.18. Conflict with Program Requirements .................................................................35

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

Riders
Rider 1 Low-Income Housing Tax Credit Provisions

1
Loan Agreement (Revised Jan. 2023)
LOAN AGREEMENT
THIS LOAN AGREEMENT (this “ Agreement”) is made as of this ____ day of
____________, 2026 from Deanwood Station, LLC, a Dist rict of Columbia limited liability
company (“Borrower”), and the DISTRICT OF COLUMBIA, a municipal corporation, acting by
and through the DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
(“Lender”).
RECITALS
A. Borrower owns the real property in the District of Columbia located at 4276 Sheriff
Road, Washington, DC;
B. Borrower has applied to Lender for a loan in a total principal amount not to exceed
Ten Million and 00/100 Dollars and 00/100 Dollars ($10,000,000.00)1 (the “Loan”), the proceeds
of which shall be used by Borrower to finance the Project (as defined below); and
C. Lender has agreed to make the Loan on the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of th e mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
Section 1. Definitions As used herein:
“Act of Bankruptcy” means the filing of a petition in bankruptcy under the United States
Bankruptcy Code, 11 U.S.C. § 101 et seq. (and all future acts supplemental thereto or amendatory
thereof) or the commencement of a proceedin g under any other applicable law concerning
insolvency, reorganization or bankruptcy by or against Borrower or any guarantor, as debtor.
“Affordable Housing Covenant” means that certain Affordable Housing Covenant by
Borrower for the benefit of Lender, which sets forth Borrower’s covenants to sell the Affordable
Units to Qualified Purchasers in accordance with the Program Requirements and the Loan
Documents, which agreement shall be recorded ag ainst the Property as a covenant running with
the land in perpetuity.
“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

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


2
Loan Agreement (Revised Jan. 2023)
Requirements. Notwithstanding the foregoing, upon the transfer of a unit to a Qualified Purchaser,
the Borrower shall have no further obligation under the Affordable Housing as to that unit.
“Affordable Unit” means a residential housing unit that is reserved for and sold to Qualified
Purchasers at the applicable income limit for su ch unit and that are affordable pursuant to the
Affordable Housing Covenant. “Affordable Uni t” as used herein has the same meaning as
“Reserved Unit” as used in the HPTF Program Requirements. “Affordable Unit Index” has the
meaning set forth in the Affordable Housing Covenant. Collectively, the Twenty-four (24)
“Affordable Units” shall serve households with income of less than or equal to eighty percent
(80%) of MFI, including Five (5) IZ units. Init ial sales process must be within HPTF and IZ
program limits and confirmed by DHCD at the time of sale. Resale prices are to be calculated by
DHCD using the maximum resale price formula for “Inclusionary Units” or “Affordable Dwelling
Units”, or another methodology agreed upon by DHCD and the then homeowner.
“Affordable Dwelling Units”(ADU) is an umbrella term applied to for-sale and for-rent
homes that are locally restricted for occupancy by households whose income falls within a certain
range. ADUs are generally offered at a belo w-market rate. Lender monitors and enforces
compliance with ADU requirements in the District of Columbia.
ADUs do not include:
x for-sale and for-rent homes that are federally restricted (for example, homes funded by
the Home Investment Partnership Program (HOME), Low Income Housing Tax
Credits (LIHTC) or Community Development Block Grant (CDBG); or
x developments funded through the District’s Housing Production Trust Fund (HPTF).
ADUs are generally produced in exchange for zoning relief, tax incentives, public
financing, and/or the right to purchase or lease District-owned land. Specific ADU provisions,
such as the affordability period, income limits, and resale restrictions, are set out in deeds,
covenants, land disposition agreements, AD U administration plans and other originating
documents. While historically, these provisions varied from project to project due to unique
negotiations or project approvals, ADU restrictions are now becoming more standardized.
“Agreement” has the meaning set forth in the Preamble.
“Annual Owner Certification” means that certain certification pre pared and executed by
Borrower and submitted to Lender, which certifies that all Affordable Units have been sold
exclusively to Qualified Purchasers at the appl icable income limit consistent with the Affordable
Housing Covenant and the Program Requirements. The Annual Owner Certification is submitted
to Lender through its electronic asset manag ement portal, also known as the DHCD-PAMD
Owner/Borrower portal.
“Architect” means the architect for the Project and its successors and assigns.
“Attorneys’ Fees and Costs” means all reasonable costs and expenses (including, without
limitation, reasonable attorneys' fees and disbursements of Lender's counsel, whether in-house

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Loan Agreement (Revised Jan. 2023)
staff, retained firms or otherwise) incurred by Lender or Trustee (as such term is defined in the
Deed of Trust) in connection with Borrower’s default under the Loan Documents.
“Authority” means any governmental entity ha ving jurisdiction over all or part of the
Property, the Project, or over a party hereto.
“Borrower” has the meaning set forth in the Preamble.
“Change Order” has the meaning set forth in Section 4.5.7.
“Closing Date” means the date of this Agreement.
“Completion Date” means April 30, 2028, as may be extended due to force majeure or with
the prior written consent of Lender.
“Construction Contract” means the agreement to be entered into between Borrower as
owner and the Contractor for the Project.
“Construction Draw Schedule” means the Lender-approved draw schedule attached hereto
as Exhibit C and incorporated herein.
“Contractor” means the general contractor for the Project and its successors and assigns.
“Cost Savings” has the meaning set forth in Section 4.8.1(4).
“Deed of Trust” means the Deed of Trust, Assignment of Leases and Rents and Security
Agreement delivered from Borrower to Lender’s tr ustee for the benefit of Lender, and will be
recorded in the land records of the District of Columbia to secure the Loan as evidenced by the
Note.
“Draft Loan Reduction Calculation” has the meaning set forth in Section 4.8.1(4).
“Due Diligence and Closing Checklist” has the meaning set forth in the Loan Commitment.
“Event of Default” has the meaning set forth in Section 7.1.
“Excess Proceeds” has the meaning set forth in Section 4.8.1(4).
“Fifty Percent (50%) Completion” means the date on which fifty percent (50%) of the
construction and/or rehabilitation of the Project, and all improvements, have been completed, in a
good and workmanlike manner, defect-free and free from mechanic’s and materialmen’s liens, and
in accordance with all applicable laws and codes, the Plans and Specifications, the relevant Loan
Documents and all environmental remediation laws, as evidenced by a signed certificate from the
Architect, which certificate may be included as part of the Payment Request delivered to Lender,
indicating that fifty percent (50%) of the constructi on and/or rehabilitation of the Project, and all
improvements, have been completed in accordance with all applicable laws and codes, the Plans
and Specifications, the relevant Loan Documents and all environmental remediation laws.

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Loan Agreement (Revised Jan. 2023)
“Fifty Percent (50%) Completion Meeti ng” means the progress meeting convened by
Lender following Fifty Percent (50%) Completion.
“Final Loan Reduction Calculation” has the meaning set forth in Section 4.8.1(4).
“Final Loan Reduction Certificate” means that certain certificate prepared and executed by
Borrower, in substantially the form attached hereto as Exhibit J, which certifies the amount of
Final Loan Reduction Calculation in accordance with Section 4.8.1(4).
“Financing Statements” means the UCC financing statements, evidencing the Loan, that
shall be recorded in the land and chattel records, as applicable, of the District of Columbia to secure
Lender’s lien on the fixtures and equipment located at the Property.
“Fiscal Year” means the fiscal year of Borrower, which is [January 1 to December 31].
“FOIA” has the meaning set forth in Section 11.1.
“Hazardous Materials ” means any substance (i) the presence of which requires
investigation, remediation, or special handling under any Federal, state or local statute, regulation,
ordinance, order or policy; or (ii) is or becomes a “hazardous substance” or “hazardous waste”
under any Federal, state or local statute, regulati on, ordinance, order or policy, including the
Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 9601 et seq.), as amended from
time to time, or the Comprehensive Environmental Response, Compensation and Liability Act of
1980 (42 U.S.C. § 9601 et seq. ), as amended from time to time; and (iii) without limitation,
includes any lead, oil or petroleum products, pol ychlorinated bi-phenyls, PCB's, asbestos, urea
formaldehyde foam insulation or radon gas, except as such products are customarily found or used
in similar projects.
“Household” means all persons who will occupy the Affordable Unit, including the
Qualified Purchaser’s spouse or domestic partner, all children under eighteen (18) years of age,
and all other persons over eighteen (18) years of age who will be occupying the Affordable Unit.
“HUD” means the U.S. Department of Housing and Urban Development.
“Human Rights Act” has the meaning set forth in Section 10.
“Improvements” means all structures or buildings now or hereafter erected or placed on
the Property, together with any and all alterations, additions, accessions and replacements thereof.
“Inclusionary Zoning P rogram” means the Lender’s Program that requires eight (8%)
percent - ten (10%) percent of the residential floor area be set aside for affordable rental or for sale
units in: (1) new residential development projects of ten (10) or more units; and (2) rehabilitation
projects that are expanding an existing building by fifty (50%) percent or more and adding ten (10)
or more units.
“Inclusionary Units” means the units set aside under the “Inclusionary Zoning Program.”
“Increased Sources” has the meaning set forth in Section 4.8.1(4).

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Loan Agreement (Revised Jan. 2023)
“Lender” has the meaning set forth in the Preamble.
“Lender Retainage” means an amount equal to the lesser of ten percent (10%) of the
Construction Contract or ten percent (10%) of the Loan amount that shall be reserved until the
final disbursement of Loan proceeds. As set forth in Exhibit A, the Lender Retainage for this
Project is $1,000,000.
“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 Stat ements, the Loan Commitment and any other
documents required by Lender from Borrower, as a condition precedent to disbursing the Loan
proceeds or to evidence or secure this Loan. All Loan Documents shall be incorporated herein by
reference.
“Loan Term” means the term of the Loan from the Closing Date to the Maturity Date.
“Median Family Income” or “MFI” means the median family income for a Household of
four (4) persons in the “Washington Metropolitan S tatistical 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.
“Net Cash Flow Calculation Worksheet” means that certain worksheet prepared and
executed by Borrower, in substantially the form attached hereto as Exhibit K, which demonstrates
Borrower’s annual calculation of Net Cash Flow (as such term is defined in the Note) and payments
owed to Lender pursuant to the Note.
“Note” means that certain Deed of Trust Note made by Borrower, of even date herewith,
as amended, modified, or supplemented from time to time, which evidences Borrower’s promise
to Lender to repay the Loan under the terms and conditions of the Loan Documents.
“Notice” has the meaning set forth in Section 13.10.
“OFAC” has the meaning set forth in Section 5.13.
“Operating Agreement” means the Operati ng Agreement of Borrower, dated as of
___________, as may be amended.
“OPM” has the meaning set forth in Section 4.7.1.
“Other Contingency Use” has the meaning set forth in Section 4.5.7.
“Payment Request” has the meaning set forth in Section 4.4.

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Loan Agreement (Revised Jan. 2023)
“Permanent Loan Closing Date” has the meaning set forth in Section 4.8.1(4).
“Permitted Transfer” means the transfers permitted in accordance with Section 1.11 of the
Deed of Trust.
“Person” means a natural person, trustee, co rporation, partnership, limited liability
company or other legal entity.
“Plans and Specifications” means the plans and specifications approved or to be approved
by Lender for the Project.
“Program Requirements” means, collectively
܈The requirements of the Housing Production Trust Fund, including, but not limited to,
the Housing Production Trust Fund Act of 1988, D.C. Law 7-202, D.C. Official Code § 42-2801
et seq . (2001 ed.) and 10B DCMR Chapter 41, both the statutes and regulations, as may be
amended from time to time (collectively, the “HPTF Program Requirements”).
܆The requirements of the Section 8 project-based voucher program, including, but not
limited to, the Federal and District of Columbia Housing Choice Voucher Program rules and
regulations at 24 CFR Part 982 and 983 and 14 DCMR Chapters 49, 51, 53, 54, 56, 59, 61, 93 and
95. The Section 8 project-based voucher program is administered by the District of Columbia
Housing Authority.
տThe requirements of the Local Rent Supplement Program, including, but not limited to,
the Federal and District of Columbia Housing Choice Voucher Program rules and regulations 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.
տThe requirements of the Permanent Supportive Housing Program, which provides
supportive housing for an unrestricted period of ti me for individuals and families who were once
homeless and continue to be at imminent risk of becoming homeless, including persons with
disabilities as defined in 24 CFR § 582.5, for whom self-sufficient living may be unlikely and
whose care can be supported through public funds. See D.C. Official Code § 4-751.01(28).
Affordable Units that are subject to the Permanent Supportive Housing Program shall be operated
in accordance with HUD’s Housing First model and vacancies shall be filled through the
Coordinated Entry System. The Permanent Supportive Housing Program is administered by the
District of Columbia Department of Human Services.
܆The requirements of the District of Columbia Department of Behavioral Health
Permanent Supportive Housing Program, including but not limited to The Department of
Behavioral Health Establishment Act of 2013, D.C. Law 20-61, D.C. Official Code § 7-1141.01
et seq. and that certain Memorandum of Understanding Between the Department of Behavioral
Health and the Department of Housing and Community Development, effective June 16, 2014, as
amended, that provides for financing development of long-term supportive housing units in the
District of Columbia for the exclusive use of Department of Behavioral Health consumers.

7
Loan Agreement (Revised Jan. 2023)
տThe requirements of the HOME Investment Partnerships Program, including, but not
limited to, the Federal rules 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.
տThe requirements of the National Housing Trust Fund Program, including, but not
limited to, the Federal rules and regulations at 24 CFR Part 93.
տThe requirements of the Community Development Block Grant Program, including,
but not limited to, the Federal rules and regulations at 24 CFR Part 570.
܆The requirements of the Section 108 Loan Guarantee Program, including, but not
limited to, the Federal rules and regulations at 24 CFR Part 570, Subpart M and that certain
Contract for Loan Guarantee Assistance under Section 108 of the Housing and Community
Development Act of 1974, as amended, 42 U.S.C. § 5308 et seq., by and between Lender and
HUD, dated ___________ (collectively, the “Section 108 Program Requirements”).
܆The requirements of the Housing for Older Persons Act, including, but not limited to,
42 U.S.C § 3607 et seq. and the Federal rules and regulations at 24 CFR Part 100.
܆The requirements of the Housing Opportunities for Persons with AIDS Act, including,
but not limited to, 42 U.S.C. § 12901 et seq. and the Federal rules and regulations at 24 CFR Part
574.
“Project” means, collectively, the Property and the for-sale housing development located,
or to be erected, thereon that will be financed with the Loan proceeds pursuant to this Agreement.
For the avoidance of doubt, the Property shall only include parcels ___ and not parcels ___ which
are designated for commercial use and are not collateral for the Loan.
“Project Budget” means the sources and uses of the Project and the specific uses of the
Loan proceeds that are set forth in Exhibit B attached hereto.
“Property” has the meaning set forth in the Deed of Trust.
“Qualified Purchaser” means Households whose household income qualifies for the
income limit for the particular Affordable Unit th e Household is purchasing, as set forth in the
Affordable Housing Covenant and meets any a dditional criteria set forth in the Program
Requirements.
“Registered Agent” means OSI Management, Inc., with an address at 1629 K Street, NW
Suite 300 Washington, DC 20006.
“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” the lender, together with its successors and assigns, with whom Borrower
has entered into a loan agreement approved by Lender to fund the Senior Loan.

8
Loan Agreement (Revised Jan. 2023)
“Senior Loan” means any loan from a Senior Lender, as evidenced by a promissory note,
and other instruments, agreements and documents by and between Borrower and Senior Lender,
to evidence, secure or guarantee the repayment of the Senior Loan.
“Senior Loan Documents” means all of the financing documents entered into between
Borrower and the Senior Lender to evidence the Senior Loan.
“Seventy-Five Percent (75%) Completion” means the date on which seventy -five percent
(75%) of the construction and/or rehabilitation of the Project, and all improvements, have been
completed, in a good and workmanlike manner, defect-free and free from mech anic’s and
materialmen’s liens, and in accordance with al l applicable laws and c odes, 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 Specifi cations, the relevant Loan Documents and all
environmental remediation laws.
“Subordinate Loan(s)” means any loan from a Subordinate Lender, as evidenced by a
promissory note, and other instruments, agreements and documents by and between Borrower and
Subordinate Lender, to evidence, secure or guarantee the repayment of the Subordinate Loan.
“UCC” has the meaning set forth in Section 7.2.7.
“VAWA” has the meaning set forth in 1)a)i)(1)(a)(z)
Section 2. Loan.
2.1. Generally.
2.1.1. Use and Purpose. Borrower agrees to borrow from Lender, and Lender
agrees to lend to Borrower, the Loan proceeds; such Loan proceeds shall be used by Borrower for
the uses specified in the Project Budget, subject to Section 2.2 herein, and subject to all of the
terms, provisions and conditions of this Agreement.
2.1.2. Expenses and Disbursements Secured by Deed of Trust . The Loan
proceeds, Attorneys’ Fees and Costs (if any) and all other Loan expenses, as and when disbursed
or incurred by Lender, will be secured by the Deed of Trust.
2.2. Making of Payments . All payments (including prepayments) of principal of, or
interest on, the Loan, shall be made in accordance with the terms of the Note. All such payments
shall be made without any set-off or counterclaim, and free and clear of any restrictions or
conditions, and free and clear of and without deduction for or on account of, any present or future
taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any nature now or
hereafter imposed by any governmental or other authority. Notwithstanding the foregoing, as each
Affordable Unit is sold to a Qualified Purchaser, as confirmed by Lender, a proportionate sharing
of the loan shall be forgiven and a release of the deed of trust with respect to such Affordable Unit
shall be promptly granted.

9
Loan Agreement (Revised Jan. 2023)
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 fo rm, and loan budget, which shall be approved by
Lender, in its sole discretion. Lender shall disburse the proceeds of the Loan, so long as no Event
of Default (defined herein) has occurred and is continuing, only for purposes that are permitted by
the Program Requirements, and for no other purposes. Furthermore, the Loan proceeds shall only
be applied to the uses specified in the Project Budget, except as may be modified with the prior
written consent of Lender, which consent shal l not be unreasonably withheld, conditioned or
delayed.
2.4. Additional Financing.
2.4.1. Except for the Senior Loan(s) and the Subordinate Loan(s), Borrower
shall not receive any additional funds from any source, concerning this Project without the express
written consent of Lender, except that Borrower shall be permitted to refinance the balance of the
Senior Loan at any time, (i) for not more than the outstanding balance of principal and accrued
interest and reasonable and necessary closing co sts, (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).
2.4.2. If the Loan is subject to the Section 108 Program Requirements, neither
Lender nor Borrower shall enter into an intercreditor or subordination agreement with another
lender without HUD’s prior written approval.
Section 3. Reserved.
Section 4. Requirements and Conditions for Loan Disbursements. Lender’s obligation to
make any disbursement of Loan proceeds is subject to Borrower’s satisfaction of the following
requirements and conditions, subject in all respects to Section 2.3.
4.1. Initial Disbursement:
4.1.1. If applicable, an initial amount of Loan proceeds shall be disbursed on
the Closing Date in the form of a wire to fund costs that are approved by Lender and eligible to be
paid with Loan proceeds as determined at Lender’s sole discretion, regardless of when the costs
were incurred.
4.1.2. Lender’s obligation to make the initial disbursement of Loan proceeds is
subject to Borrower’s satisfaction of the following requirements and conditions unless waived in
writing by Lender:
(1) Borrower must obtain, at its sole cost and expense, and submit to Lender
evidence that it has satisfied each of the Closing Conditions (as such term
is defined in the Loan Commitment), which shall be subject to Lender’s
review and approval, both as to subs tance and form, and shall be updated
and effective as of the date hereof.

10
Loan Agreement (Revised Jan. 2023)
(2) On or before the Closing Date, Borrower shall have executed and delivered
to Lender the Loan Documents to be executed by Borrower and all other
documents and instruments required from Borrower and Lender in
connection with the Loan.
(3) Lender shall have received an opinion of Borrower’s counsel to the effect
that Borrower is duly organized and validly existing and in good standing
under the laws of the state of its organization, authorized to do business in
the District of Columbia, with full power to own the Project and to execute,
deliver and perform its obligations under this Agreement; that the Loan
Documents executed and delivered fo r the Loan are valid and legally
binding and enforceable against Borrower in accordance with their
respective terms, subject to laws pertaining to bankruptcy and insolvency;
and opining as to such other matters as may be required by Lender.
(4) The representations and warranties set forth in Section 5 shall be true and
correct in all material respects on and as of the Closing Date, and no Event
of Default shall then exist under this Agreement.
(5) Any Loan Documents requiring filing or recordation shall have been filed
or recorded in the appropriate public records as necessary and appropriate
to evidence and perfect the liens and security interests thereby created.
(6) Satisfy the payment and procedures requirements set forth in Sections 4.4.1
– 4.4.4.
4.2. Subsequent Disbursements:
4.2.1. Following the initial disbursement, Lender shall retain the balance of the
Loan proceeds to fund subsequent disbursements in accordance with the Project Budget and the
Construction Draw Schedule, subject to the requirements set forth in Sections 4.4 and 4.5.
4.2.2. Lender will make subsequent disbursements of the Loan proceeds to
Borrower in the form of an Automated Clearing House (ACH) payment.
4.2.3. Lender will make subsequent disbursements of the Loan proceeds to
Borrower in a timely manner, subject to the requirements set forth in Sections 4.4 and 4.5.
4.3. Final Disbursement: The conditions for the final disbursement of Loan proceeds
are further described in Section 4.7, and Lender’s ability to withhold a portion of funds from the
final disbursement is further described in Section 4.8.
4.4. Payment Procedures and Requirements : Borrower shall submit to Lender a
fully executed, complete, and accurate disbursement or draw request package (the “Payment
Request”), as hereafter described, at least thirty (30) days before the date funding is being
requested. Payment procedures and requirements are as follows:

11
Loan Agreement (Revised Jan. 2023)
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 Pa yment Requests in an electronic
format through the DC Vendor Portal or a successor system. The DC Vendor Portal is an online
system that allows Borrower/vendor to create a nd submit invoice packages by selecting the
applicable purchase order number. All Borrowers/vendors must be registered in the portal prior to
invoice submission. Additional details and instructions are available on the portal website.
4.4.3. Each Payment Request must be submitted in the form of a proper invoice
package to Lender, including all required forms and documents, in accordance with Lender’s most
recent published guidelines. Per Lender’s published guidelines and in accordance with Section 4.5,
Lender may require additional substantiating documenta tion be included as part of the Payment
Request submitted through the DC Vendor Portal or shared separately utilizing Lender’s cloud
platform for construction period monitoring.
4.4.4. Each Payment Request shall include the Certification of Borrower’s
Representations and Warranties, attached hereto at Exhibit I and incorporated herein, and shall be
submitted through the DC Vendor Portal. The Payment Request shall also contain all details
concerning the Project which Lender reasonably requires, and adequate supporting documentation
to substantiate every expenditure that Lender is requested to fund.
4.4.5. If the Loan proceeds will be used to fund construction costs, the Payment
Request must include a copy of the Contractor’s application for payment to Borrower, signed by
the Architect and confirmed by Lender’s inspector, on notarized AIA Forms G702 and G703 or
other forms acceptable to Lender. The Contractor’s application for payment shall be subject to the
Senior Lender’s retainage requirements, as applicable.
4.4.6. Disbursements shall be made within thirty (30) days of Lender’s receipt
of a proper Payment Request.
4.4.7. Lender shall not be required to disburse more frequently than once every
thirty (30) days.
4.4.8. Regardless of whether Borrower is requesting a disbursement of Loan
proceeds for a particular month, Borrower shall provide Lender with a copy of each disbursement
or draw request submitted to the Senior Lender or other financing parties on a monthly basis. This
copy shall include the monthly application for payment from the 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 procedures and requirements in
Sections 4.4 and Borrower’s satisfaction of the following conditions, as determined by Lender in
its sole discretion:
4.5.1. Confirmation that any outstanding items on the Due Diligence and
Closing Checklist have been provided to Lender, including final executed and recorded documents

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Loan Agreement (Revised Jan. 2023)
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 meeting for the Project and issued a
Notice to Proceed to Borrower and Contractor.
4.5.3. Following Fifty Percent (50%) Completion as determined by the
Architect, Lender shall hold a Fifty Percent (50%) Completion Meeting. The Fifty Percent (50%)
Completion Meeting must be conducted to Lender’s satisfaction and any outstanding compliance
concerns must be addressed before Lender shall make disbursements subsequent to Fifty Percent
(50%) Completion.
4.5.4. Field progress meetings shall be held on a regularly scheduled monthly
basis. Borrower, Contractor, Architect, and al l 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 not ifying all of the parties above of the time and
date of the meeting in advance. If Lender’s representative is unable to attend in person or virtually
to its satisfaction, Lender reserves a right to inspect the work performed for which a disbursement
is sought or otherwise inspect the condition of the Project before providing its approval. If Lender
is unable to complete a physical inspection, da te-stamped photographic evidence and/or video
footage that verifies the work completed and billed for in the Payment Request will be required,
in accordance with Lender’s published guidelines.
4.5.5. Lender shall have received such certifications of job progress, in form
satisfactory to Lender, as Lender may request, which shall include the most recent construction
progress report or construction monitoring repor t, as applicable, meeting minutes, a summary of
the P roject’s recently completed and upcoming cons truction 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 c onstruction monitoring report, as applicable, or
minutes to Lender on a monthly basis. In addition , Lender shall have received copies of all other
requested reports and documents, as available, required to satisfy requirements of Lender and other
applicable governmental agencies having jurisdiction over the Project. In this regard, Lender shall
have the right to inspect all books, records and accounts relating to such work, and may, at its
option, require execution by Borrower and any contractors, subcontractors, laborers and
materialmen of such affidavits, endorsements and releases as Lender deems necessary.
4.5.6. Lender shall have received a waiver and release of liens from the
Contractor, acknowledging receipt of payment for prior construction work performed and paid out
of prior Loan disbursements and other sources of funding. Unless waived by Lender, Borrower
shall also deliver to Lender waivers and releases of liens from all first-tier subcontractors and
suppliers that have furnished labor, material, or services included in all previous Payment
Requests. In addition, if any mechanic’s liens have been filed, Borr ower shall have given notice
and copies of such liens to Lender.
4.5.7. If Borrower requests payment for any changes to the approved Plans and
Specifications (the “Change Order”), the Change Order shall have been approved : (i) prior to

13
Loan Agreement (Revised Jan. 2023)
Seventy-Five Percent (75%) Completion, by the Se nior 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 Lende r after Seventy-Five Percent ( 75%) Completion. If requested
by Lender, Borrower shall furnish all necessary Change Order and Ot her Contingency Use
documentation. Notwithstanding the foregoing, Lende r reserves the right to review and approve
the scope and cost of any Cha nge Order and Other Contingency Use, regardless of when the
Change Order and Other Contingency Use, as applicable, was incurred and regardless of whether
the Change Order and Other Contingency Use, as applicable, is to be funded with Loan proceeds
or other sources. Lender also reserves the right to withhold disbursement of Loan proceeds if
Lender determines, in its sole discretion, that the Project cannot be completed in accordance with
the approved Plans and Specifications with th e undisbursed portion of the Loan and other
construction sources of funds.
4.5.8. If requested by Lender, Borrower shall provide executed subcontracts or
any other supplemental documents deemed necessary to verify the Payment Request .
4.5.9. Unless waived by Lender, a date-down to its title policy at the time of
disbursement, ensuring the continued priority of the Deed of Trust and the absence of any
encumbrances not otherwise constituting a Permitted Encumbrance (as such term is defined in the
Deed of Trust) or permitted under 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 per cent (50%) only after the Fifty Percent (50%)
Completion Meeting has been conducted to Lender’s satisfaction and any outstanding compliance
concerns have been addressed to Lender’s satisfaction.
4.6.4. Lender’s disbursement of Lender Retainage is subject in all respects to
the requirements set forth in Sections 4.7 and 4.8.

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Loan Agreement (Revised Jan. 2023)
4.7. Additional Conditions for Final Disbursement . In addition to all other
conditions set forth in this Section 4 , Lender’s obligation to make the final disbursement of the
Loan proceeds, including release of the Lender Retainage, shall be subject to Lender’s receipt of
the following:
4.7.1. Confirmation that the following matters have been addressed to the
satisfaction of the Lender’s Office of Program Monitoring (“OPM”):
(1) All certified payrolls required by Davis-Bacon and the Related Acts have
been submitted to Lender, and all subcontracts demonstrate compliance
without any unresolved wage variances or restitution.
(2) Final accessibility inspections for accessible units and common spaces have
been conducted by OPM.
(3) All required Section 3 reports have been submitted and approved by OPM.
(4) There are no outstanding crosscutting compliance violations for District
external agencies such as First Source, apprenticeship, minimum wage and
Certified Business Enterprises.
4.7.2. Updated Form 202, including comparison to the Project Budget as of the
Closing Date. If requested by Lender, satisfact ory Change Order and Other Contingency Use
documentation must also be submitted.
4.7.3. Draft third party cost certifications for the Project from Borrower and
Contractor.
4.7.4. Completion of a final, in- person site visit by Lender’s inspector to
confirm all work was completed in accordance with approved 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 acceptable in cases where pending payments will be made upon release of the
Lender Retainage.
4.7.7. The issuance of a final or temporary certificate of occupancy for the
intended, funded use of the Project.
4.7.8. Architect’s Certificate of Substantial Completion (AIA G -704) with
corresponding punch-lists.
4.7.9. A letter for satisfaction from the Architect and Borrower for satisfactory
completion of the Project (the “Satisfaction Letter”). The Satisfaction Letter shall affirm that the

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Loan Agreement (Revised Jan. 2023)
punch-list items associated with the AIA G-704 have been satisfied, or adequate funds reasonably
necessary to pay the costs of completion of remaining punch-list items, if any, as determined by
the Senior Lender, shall have been escrowed in accordance with the Senior Lender’s requirements.
In addition, the Satisfaction Letter shall confir m that certified warranties and related documents
required by the Construction Contract have been provided by the Contractor.
4.7.10. Copies of all permit trade inspection sign-off approvals, including, but
not limited to, electrical, plumbing, mechanical, structural and fire safety.
4.7.11. Documentation that the Project has been registered on the Housing
Locator Website (as such term is defined in the Affordable Housing Covenant).
4.7.12. Enterprise Green Communities Step 2 Certification or comparable
documentation acceptable to Lender.
4.7.13. Receipt of the final as-built Plans and Specifications certified by the
Architect and engineer of record.
4.7.14. Receipt of an as-built survey acceptable to Lender, unless waived by
Lender.
4.7.15. Copies of such additional permits and licenses for operation of the
Project, including, but not limited to, the business license for Borrower and its management
company, as may be necessary or required by an Authority.
4.7.16. Performance of all other obligations of Borrower under the Loan
Documents.
4.7.17. Reserved
4.8. Final Adjustment to Loan After Closing
4.8.1. Lender and Borrower acknowledge and agree that Lender is making the
Loan to provide gap financing to ensure the completion of the Project and, therefore, at Lender’s
discretion the Loan may be reduced, or Lender may require repayment of the Loan, as follows:
(1) On a dollar ($1.00) for dollar ($1.00) basis for funds that were used for a
temporary purpose to the extent that such funds are or will be subsequently
returned to Borrower (the “Returned Funds”). Such funds include but are
not limited to: refunded deposits, financing fees required by District
agencies, lenders, or other parties.
(2) On a fifty cents ($0.50) for every dollar ($1.00) basis for any other net
reduction in total costs shown in the Project Budget due to unspent
contingency funds, unspent short-term reserves or other budget savings (the
“Cost Savings ”), unless the Cost Savings are utilized to cover an
unanticipated decrease in other Project sources as reflected in an amended
Project Budget. The remaining fifty percent (50%) of Cost Savings shall be

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Loan Agreement (Revised Jan. 2023)
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 dollar ($1.00) basis for any increase in
funding that is committed to the Project after the Closing Date over and
above the funding sources shown in the final Project Budget, unless the
increase in funding is obtained from a non-Lender source to cover an
unanticipated increase in the costs of the Project or a decrease in other
sources available for the Project as reflected in an amended Project Budget
(the “ Increased Sources ”). The remaining fifty percent (50%) of the
Increased Sources shall be applied in accordance with the Senior Loan
Documents or the terms of the Operating Agreement, as applicable.
(4) Borrower shall calculate any Returned Funds, Cost Savings, and Increased
Sources (collectively, “ Excess Proceeds ”) and notify Lender of the
anticipated loan reduction amount (the “ Draft Loan Reduction
Calculation”) prior to requesting its final disbursement from Lender by
submitting a draft Loan Reduction Certificate. If the Draft Loan Reduction
Calculation is less than the remaining Lender Retainage, Lender reserves
the right to withhold disbursing an equal portion of the remaining Lender
Retainage, unless Borrower can demonstrate that doing so would result in a
construction/stabilization period funding gap for the Project. If the Draft
Loan Reduction Calculation exceeds the remaining Lender Retainage,
Lender reserves the right to withhold disbursing all of its remaining Loan
proceeds, including the remaining Lender Retainage, unless Borrower can
demonstrate that doing so would result in a construction/stabilization period
funding gap for the Project.
(5) Borrower shall update the Draft Loan Reduction Calculation by submitting
a revised Loan Reduction Certificate (the “Final Loan Reduction
Calculation”) 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”).
4.8.2. If the Final Loan Reduction Calculation pursuant to this section exceeds
the remaining Lender Retainage, or if the full amount of Lender Retainage has previously been
released, the net amount of Excess Proceeds due to Lender to reduce the Loan shall be paid on the
Permanent Loan Closing Date and the final executed Loan Reduction Certificate shall be submitted
to Lender.
4.8.3. Notwithstanding the foregoing, any loan reduction under this section that
is made after Loan Closing but prior to full disbursement of the Loan proceeds shall be subject to
the consent and approval of the Senior Lender, and other financing parties, as applicable.
4.9. Insufficiency of Loan Proceeds. If at any time during the term of this Agreement,
Lender determines that the remaining undisbursed Lo an proceeds are insufficient for any reason

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Loan Agreement (Revised Jan. 2023)
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 ma y be disbursed at Lender’s option before any further Loan
disbursements are made hereunder.
4.10. Authorized Disbursements . Notwithstanding any other term of this Section 4,
Borrower hereby irrevocably authorizes Lender, at Lender’s option to make disbursements of Loan
proceeds (i) jointly to Borrower, Borrower’s construction manager and to any contractor or
materialmen furnishing labor, services or materials in the construction of the Project for any
amounts due them in connection therewith, or (ii) directly to Lender for interest, fees and any other
amounts required to be paid to Lender under the Note or the other Loan Documents. No further
authorization from Borrower shall be necessary for Lender to make such direct disbursements, and
all such disbursements shall satisfy pro tanto Lender’s obligation hereunder and shall be secured
by the Deed of Trust.
4.11. Disbursements Not a Waiver. No disbursement of any Loan proceeds by Lender
shall constitute a waiver of any of the conditions for disbursement contained in this Agreement, or
an obligation of Lender to make further disbursements. If Borrower is unable to satisfy any such
condition, no such disbursement shall have the effect of precluding Lender from thereafter
declaring that inability to be an Event of Default.
4.12. Stored Materials . No disbursements will be made for materials that are not
physically incorporated into the Project, other than for materials actually delivered to the Project
site or off-site, and stored in a place, secure d and insured against theft, vandalism and other
damage, all in a manner satisfactory to Lender.
4.13. No Escrow. Any and all Loan proceeds disbursed to Borrower in accordance with
this Agreement must be placed in a non-inter est bearing account and must be expended in
accordance with Section 4. In no event shall Borrower escrow the Loan proceeds.
Section 5. Representations and Warranties. Borrower represents and warrants to Lender as
of the date hereof, and shall be deemed to represent and warrant as of the date it submits any
disbursement request to Lender hereunder, that:
5.1. Status. Borrower is a limited liability company in good standing 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, authorizat ions, consents and approvals required. No
consent or approval of any other Person or Authorit y is required as a condition to the validity or

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Loan Agreement (Revised Jan. 2023)
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 agreement binding on Borrower
or affecting its property nor any judgment, decree, or order of court binding on Borrower, and
(b) to the best knowledge of Borrower, no law, statute, rule or regulation binding on Borrower or
affecting any of its property, which would confli ct 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 adverse change in the financial
condition, assets, liabilities, business or prospects of Borrower, and Borrower does not know of
any basis for any such litigation, proceeding or investigation.
5.5. Financial Information. All financial information heretofore furnished to Lender
concerning Borrower is complete and correct in all material respects, and fairly presents
Borrower’s financial position as of the date thereof. There are no liabilities, direct or indirect, fixed
or contingent, of which Borrower is aware except as reflected therein. There has been no material
adverse change in Borrower’s financial condition or operations since the dates of those financial
information (and to Borrower’s knowledge, no such material ad verse change is pending or
threatened), and Borrower has not guaranteed the obligations of, or made any investment in or
advances to, any Person except as disclosed in such information. Borrower has good and
marketable title to all of its prope rties and assets, free and clear of encumbrances (other than as
permitted by Lender), except as reflected in that information.
5.6. Receivership. There are no actions or proceedings pending or threatened against
Borrower, to the best of Borrower's actual knowledge, to liquidate or reorganize it or place it into
receivership.
5.7. Tax Returns. Borrower has filed or caused to be filed all (if any) required Federal,
state and local tax returns, and paid all taxes shown on the returns as such taxes have become due.
No claims have been assessed and are unpaid with respect to such taxes, except as shown in the
financial information referred to above.
5.8. Liens on Property. There exists no mortgage, pledge, lien, security interest, charge
or other encumbrances (except as permitted by Lender) on or with respect to the Property.
5.9. Utilities. All utility services necessary for the construction and operation of the
Project for its intended purposes are or will be available at the boundaries of the Property, including
water supply of sufficient quantity and pressure, st orm and sanitary sewer facilities of adequate
capacities, gas, electric and telephone facilities. Borrower has procured, or hereby agree to use its
best efforts to procure, from the District of Columbia, and other authorities and corporations,
connection and discharge arrangements for the supply of water, gas, electricity and other utilities
and sewage and industrial waste disposal for the operation of the Project.

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Loan Agreement (Revised Jan. 2023)
5.10. Roads. All roads necessary for the full use of the Project for its intended purposes
have either been completed or the necessary right s 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 w ithin a period of time satisfactory to Lender, and
all necessary steps have been taken by Borrowe r and such Authority to assure the complete
construction and installation thereof in accorda nce with law and all applicable governmental
requirements.
5.11. Zoning and Land Use. The Project, and the use of the Project for its intended use,
will not violate any zoning or other ordinance, regulation or law, restrictive covenant or agreement
of Borrower (either now in existence or known by Borrower to be proposed) applicable to the
Property, the Project or its use, and all requirements for such use have been satisfied. Borrower
shall not initiate, join in, or consent to any ch ange in any restrictive covenant, easement, zoning
ordinance or other public or private restriction li miting 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 knowl edge 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 pe rmit 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 bene fit of Borrower and Lender, all of the insurance
specified in Exhibit H, and will not permit any condition to exist on the Property that would
invalidate any part of any insurance coverage required under this Agreement.
6.3. Accounting/Audit Requirements . Maintain complete and accurate records and
documentation of all costs incurred under the Loan in accordance with the instructions of Lender
and organized in a manner that identifies cost categories in the itemized budget.

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Loan Agreement (Revised Jan. 2023)
6.4. Inspection. Permit Lender, its agents and Lender’s inspect or to enter on the
Property at all reasonable times and as often as may be reasonably requested, to inspect the Project
and all materials to be used in connection with the construction thereof, and to examine all detailed
plans and drawings which are or may be kept at the construction site and access to the books,
records and such other documents of Borrower as Lender shall reasonably require to inspect, audit
and examine the same and to make extracts 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 requirements, including, but not limited to, the following:
creating, storing and maintaining all Project recor ds in accordance with Lender’s requirements;
permitting desk monitoring, site visits, and audi ts; and permitting all inspections of the Project
records as Lender deems necessary to ensure the upkeep and operation of the Project in compliance
with District and Federal laws. Borrower’s responsibility for inspection shall terminate when all
Affordable Units have been sold and a condominium association has been established.
6.5. Maintenance and Repair. Keep and maintain the Project and each part thereof in
good condition, working order and repair, make all necessary or appropriate repairs, replacements
and renewals thereto so that each part thereof is at all times in good condition, fit and proper for
the respective purposes for which it was originally intended, erected, or installed, and to ensure
that the security for the Loan is not impaired, and make all necessary or appropriate deposits to a
replacement reserve for the Project. Borrower’s responsibility for maintenance and repair shall
terminate when all Affordable Units have been sold and a condominium association has been
established.
6.6. Obstructions. Use its reasonable efforts to keep and maintain all parts of the
Project and the sidewalks, curbs and passageways adjoining it in a clean and orderly condition,
free of dirt, rubbish, snow, ice and unlawful obstructions.
6.7. Permits, Licenses. Procure or cause to be procured, any and all necessary permits,
certificates, licenses or other authorizations required for use of the Project as rental housing, and
comply with all conditions and requirements necessary to preserve and extend all rights, licenses,
permits, privileges, franchises and concessions now or hereafter applicable to the Project.
6.8. Structural Injury, Nuisance, Waste and Other Prohibited Uses . Not use or
occupy the Project or permit it to be used or occupied in any manner which would cause structural
injury to the Project, cause the value or the usefulness of the Project or any part thereof to diminish
(ordinary wear and tear excepted), or constitute a public or private nuisance, or waste.
6.9. Compliance with Laws. Not use or occupy the Project or knowingly permit it to
be used or occupied contrary to any uniformly applicable laws affecting the Project and the
occupancy, operation or use thereof, whether or not any such laws which may be hereafter enacted
involve a change of policy by the Authority enacting them.
6.10. Reporting.
6.10.1. Audited Financial Statements.
6.10.2. Affordable Housing. Upon thirty (30) days’ prior written request from
Lender, (i) any information about the sale and occ upancy of the Affordable Units, including the

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Loan Agreement (Revised Jan. 2023)
Household incomes of Qualified Purchasers; and (ii) any other information that may be required
to meet District and/or Federal reporting requirements, including but not limited to, information
on household size, age, income, sex, and race or ethnicity of all occupants who reside in Affordable
Units.
6.10.3. 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.
6.10.4. 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, and other instruments which affect the Project or the Property. Keep
records for a period of five (5) years from the date that such records are generated. If any litigation,
claim or audit has begun before the expiration of the 5-year retention period, the records shall be
retained no less than five (5) years after all litigation, claims, audits or monitoring findings
involving the records have been resolved and final action taken.
6.12. Payment of Obligations . Pay and discharge at or before maturity all its material
obligations and liabilities, including tax liabilities, the expenses of the Project, and claims for labor,
materials, and supplies that, if unpaid, might beco me liens on the property of Borrower, except
those being contested in good faith by appropriate proceedings.
6.13. Notices. Promptly give Notice to Lender of (i) all litigation affecting Borrower, the
Property, or any portion of the Project, and (ii) all complaints and charges made by any Authority
having jurisdiction over the Project which may materially delay or require material changes in the
construction of the Project or otherwise impair the security of Lender.
6.14. Further Assurances. On request by Lender, do any act or execute any additional
documents (including security agreements and financing statements on any personalty owned by
Borrower and included or to be included in the Project) reasonably required by Lender to confirm
the lien and security interest of the Deed of Trust, or any other collateral document.
6.15. Fees of Lender’s Agents. Pay Attorneys’ Fees and Costs and the reasonable fees
of Lender’s agents, if any, in connection with the Project or the Loan.
6.16. Performance of Other Agreements . Jointly and severally, duly and timely
perform and observe all 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 approved by Lender, place suitable signage
indicating that the Project is being developed with financial assistance provided by Lender in such
manner as Lender may elect. Any such sign shall be provided at the expense of Lender; provided,

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Loan Agreement (Revised Jan. 2023)
however, that if Lender provides a sign to Borrower, then Borrower agrees to provide a prominent
and suitable location of the display of the sign and to maintain the display of such sign for the
duration of development or until the Loan has b een fully satisfied, whichever event shall occur
first.
(b) Ensure that all written or printed materials distributed or posted by Borrower, which
publicize the Project, shall include information that the Project is being funded, partially or fully,
through Lender. Further, announcement of all events that publicize the Project shall acknowledge
funding by Lender. This may include, but is not limited to, social media, newspaper
announcements or advertisements, flyers, postings, any radio and television announcements.
6.18. Reserved.
6.19. Affordability Covenants.
(a) Comply in all respects with the Affordable Housing Covenant.
(b) Maintain accurate records of the household incomes of Eligible Purchasers, 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 Affordable Housing Clearinghouse Directory Act of 2008, D.C. Law
17-215, D.C. Official Code § 42-2131 et seq. and shall actively seek to market vacant units to
households referred by the District of Columbia Housing Authority as required in the Program
Requirements. As of the date of this Agreement, the Housing Locator website is
www.DCHousingSearch.org.
6.20. Hazardous Materials Indemnity.
(a) Comply with all governmental requirements applicable to Hazardous Materials
(including lead paint) and other environmental, health, fire and safety laws or regulations,
including, but not limited to, the Occupational Health and Safety Act and Americans With
Disabilities Act;
(b) Notify Lender of any notice received by Borrower of any leak, spill or other release
of Hazardous Materials or of any violation of any environmental, health, fire or safety laws or
regulations with respect to the Project or the Property in which event Lender shall be allowed a
right of entry (including the right to conduct tests and take samples from the Project or the
Property) and may, but shall not be required to, remediate the problem if Borrower does not
promptly initiate and diligently pursue such remediation;
(c) If unlawful Hazardous Materials are determined to be located at the Project or on
the Property or another environmen tal, health, fire or safety law or regulation has been violated
and such violation has been caused by Borrower or its agents, provide Lender with a bond or letter
of credit, or similar financial assurance, satisfact ory 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

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Loan Agreement (Revised Jan. 2023)
(d) Indemnify and forever hold Lender harm less 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, dama ge or liability was caused by Borrower or its
agents and has occurred since Borrower took title to the Property; provided, however, Borrower
shall have no liability to the extent any loss arises as a result of the gross negligence or willful
misconduct of Lender. This indemnification shall survive repayment of the Loan.
(e) Further, Borrower shall pay Lender, upon demand, for all costs reasonably incurred
by Lender in connection with inspecting the Project or the Property with respect to Hazardous
Materials, which Lender may do at any time and fro m time to time, and/or in connection with
reviewing any Hazardous Material, environmental, health, fire or related safety reports, including
Attorneys’ Fees and Costs, engineering fees and other fees and expenses if such costs are incurred
as a result of actions caused by Borrower or its agents after the date Borrower takes title to the
Property.
(f) Notwithstanding the foregoing, Lender hereby consents to Borrower's use, storage
or disposal of products containing reasonable quantities of Hazardous Materials that are of a type
reasonably expected to be used for the normal construction, operation and maintenance of the
Project and customarily used in similar affordable housing projects (such as construction products,
household cleaners, office materials and the like) provided that Borrower shall handle, use, store
and dispose of such Hazardous Materials in a safe and lawful manner and shall not allow such
Hazardous Materials to contaminate the Property.
Section 7. Default; Remedies.
7.1. Defaults. An “Event of Default ” shall be deemed to have occurred under this
Agreement on the occurrence of any one or more of the following events:
7.1.1. Any representation or warranty made herein or any statement or
representation made in any certificate, report or opinion (including legal opinions), financial
statement or other instrument furnished in connect ion with this Agreement (including requests),
any application materials for the Loan, or any of the other Loan Documents, proves to have been
incorrect in any material respect when made; or
7.1.2. Borrower fails to pay, within ten (10) days after the date on which it is
due and payable (a) the principal of, premium, if a ny, or interest or any other charges or sums on
or under the Note (whether on maturity, on any installment date, after acceleration, after notice of
prepayment, or otherwise), or (b) any other payment required by this Agreement or any of the
other Loan Documents to be paid by Borrower, including, but not limited to, any payments due to
Lender in accordance with the Final Loan Reduction Calculation; or
7.1.3. Borrower fails to duly and promptly perform, comply with or observe
any of the terms, covenants, conditions or ag reements contained herein or in the Program
Requirements, other than pertaining to insurance re quirements 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 no n-performing entity thereof, except that if the

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Loan Agreement (Revised Jan. 2023)
default is such that it cannot be corrected within thirty (30) days (or any other cure period specified
herein), it shall not be an Event of Default if, in the opinion of Lender reasonably exercised, the
non-performing entity is taking appropriate correcti ve action to cure the default and the default
will not, in Lender’s sole judgment, impair the security for the Loan; or
7.1.4. An Act of Bankruptcy occurs with respect to Borrower or any other
guarantor of the Loan; or Borrower becomes generally unable to pay its debts as they become due;
or
7.1.5. An Event of Default occurs under any other Loan Document; or
7.1.6. Any mechanic’s lien is established against the Project and not discharged
or bonded against by Borrower within thirty (30) days after it receives notice of the establishment
thereof; or
7.1.7. Borrower fails to comply with any requirement of any Authority having
jurisdiction within thirty (30) days after the Auth ority 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 othe r of Borrower’s obligations to be immediately
due and payable, bring suit on the Note, and take such other actions against Borrower as Lender
may deem to be appropriate, as permitted by law. In addition, Lender, in its sole discretion, may
take any one or more of the following remedial steps:
7.2.1. Acceleration. Declare the unpaid principal of the Note and all interest
accrued thereon, together with all other moneys payable hereunder, to be immediately due and
payable, by notice in writing to that effect delivered to Borrower, and on such declaration, all such
moneys shall become immediately due and payable, without protest, presentment, further notice
or demand, all of which are expressly waived by Borrower, at the place of payment provided in
such notice, anything in this Agreement or in the Note to the contrary notwithstanding.
7.2.2. Legal Action. By mandamus or other suit, action or proceeding at law
or in equity, enforce all rights of Lender, and require Borrower to carry out any agreement with or
for the benefit of Lender, and to perform its 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 equity appears necessary or desirable to
collect the payments and other amounts then due and thereafter to become
due or to enforce performance and observance of any obligation, agreement

25
Loan Agreement (Revised Jan. 2023)
or covenant of Borrower or any othe r Person under this Agreement or any
other Loan Document.
7.2.3. Books and Records . Have access to and inspect, examine and make
copies of the books and records and any and all accounts and similar data of Borrower.
7.2.4. Protection of Property . Without resort to judicial process, take such
steps as it deems appropriate to protect the Projec t or the Property from depredation or injury,
including employment of watchmen or other protective services, and Borrower shall pay any
expenses incurred by Lender in taking such steps.
7.2.5. Completion of Project. Lender shall have no obligation to disburse any
portion of the undisbursed proceeds of the Loan to Borrower. Lender may enter the Project or the
Property for the purpose of causing Borrower’s obligations hereunder to be fulfilled, and for such
purposes Borrower hereby appoints Lender as its lawful attorney-in-fact, with full power of
delegation and substitution, to act for such purpose in its name, to take any or all of the following
actions:
(1) Continue the Project; and/or
(2) Avail itself and procure performance of all contracts theretofore made by
Borrower; and/or
(3) Modify such contracts, or to enter into new contracts with the same or other
contractors, architects, suppliers or agents; and/or
(4) Pay, settle or compromise any bills, claims or liens incurred in connection
with the completion of the Project; and/or
(5) Prosecute or defend any action or proceeding in connection therewith, to
execute such applications and certificates as may be required by
governmental authority or any agreement by Borrower; and/or
(6) Perform any other act and execute and deliver all documents and
instruments as may be appropriate for such purposes; and/or
(7) Use any funds not yet disbursed hereunder or otherwise allocated or made
available therefor to pay the cost 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 shall be deemed disbursements pursuant to this
Agreement and evidenced by the Note. In addition, if it is necessary for Lender to disburse any
amounts in order to accomplish such purposes, Borrower shall reimburse Lender for the amount
of such excess, with interest thereon as provided in Section 8, 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 termi nated or changed, and this Agreement or any

26
Loan Agreement (Revised Jan. 2023)
action taken hereunder shall in no way be constr ued as imposing any obligation on Lender to act
or continue to act on the behalf of Borrower or otherwise to complete the Project or fulfill any
obligation of Borrower in connection with the Project.
7.2.6. Possession of Project . Take possession of the Project and have, hold,
manage, and operate it on such terms and for such period of time as Lender deems proper; and
collect and receive all income and profits of the Project, with or without taking possession of the
Project, with full power to make from time to time all alterations, renovations, repairs or
replacements thereto as seem proper to Lender, and to apply such income and profits to the
payment of:
(1) The cost of such alterations, renovations, repairs and replacements and
expenses incident to the taking and retaining possession of the Project and
the management and operation thereof and keeping the same properly
insured, and
(2) All taxes and any other encumbrances which may be prior in lien or
payment to the obligations of Borrower hereunder, and
(3) The obligations of Borrower hereunder, together with all costs and
Attorneys’ Fees and Costs, in such order of priority as to any of such items
as Lender in its sole discretion may de termine, any law, custom or use to
the contrary notwithstanding.
7.2.7. Repossession of Collateral . Proceed under the District of Columbia
Uniform Commercial Code as to all or any part of the collateral, and in conjunction therewith
exercise all rights, remedies and powers of a secured party under the District of Columbia Uniform
Commercial Code as then in effect in the District of Columbia ( “UCC”), including taking
possession of the collateral pursuant to Section 9-503 of the UCC without resort to judicial process.
If an Event of Default occurs, Borrower shall assemble all of the collateral, and make it available
at the Property. Any notice required by Section 9-504 of the UCC shall be deemed reasonably and
properly given if given in the manner specified for other Notices under this Agreement, at least
fifteen (15) days before any sale or other disposition of the collateral. Disposition of the collateral
shall be deemed commercially reasonable if made pursuant to a public offering advertised at least
twice in a newspaper of general circulation in the community where the collateral is located.
7.2.8. Foreclosure. Declare a default under the Loan Documents and exercise
its rights of foreclosure and other remedies available under the Deed of Trust.
7.3. No Remedy Exclusive; Delays or Omissions; Waiver of Breach. No action taken
pursuant to this Section 7 shall relieve Borrower from its obligations hereunder or under any other
Loan Document, all of which shall survive any such action, and Lender (to the extent provided
above) may take whatever action at law or in equity appears necessary and desirable to collect the
payments and other amounts then due, and ther eafter to become due and/or to enforce the
performance and observance of any obligation, ag reement or covenant of Borrower hereunder or
of any other Person under any Loan Document.

27
Loan Agreement (Revised Jan. 2023)
No remedy herein conferred on or reserved to Lender is intended to be exclusive of
any other available remedy or remedies, but each such remedy shall be cumulative and shall be in
addition to each other remedy given under this Agreement or the other Loan Documents or now
or hereafter existing at law or in equity. If any right or remedy granted herein is held to be unlawful,
Lender shall be entitled to each other right and remedy provided in this Agreement and by law or
in equity. No delay or omission in exercising any right or power accruing on any default, omission
or failure of performance hereunder or under the Loan Documents shall impair any such right or
power or be construed to be a waiver thereof, but any such right and power may be exercised from
time to time and as often as is deemed expedient. If any term of this Agreement is breached by
Borrower and is thereafter waived by Lender, that waiver shall be limited to the particular breach
so waived, and shall not be deemed to waive any other breach. No waiver, amendment, release or
modification of this Agreement shall be established by conduct, custom or course of dealing, but
solely by a document signed by Lender. In order to entitle Lender to exercise any remedy reserved
to it in this Section, it shall not be necessary to give any notice, other than any notice be herein
expressly required.
Section 8. Additional Local and Federal Requirements Applicable to Borrower . In
addition to the Program Requirements, Borrower shall fully comply with the following Federal
and District requirements as they may be applicable to Borrower, the Project or the Property,
including implementation of such requirements through handbooks, guides and notices, and all
future updates, changes and amendments thereto applicable to Borrower, the Project or the
Property, as they become effective:
(a) Compliance with Equal Opportunity Obligations in Contracts (Affirmative Action
Plan) – Mayor’s Order 1985-85;
(b) Certified Business Enterprise Requirements – D.C. Official Code § 2-218.46 et
seq.;
(c) D.C. Human Rights Act of 1977 – D.C. Official Code § 2-1401.1 et seq.;
(d) Fair Criminal Record Screening for Housing Act of 2016 – D.C. Official Code
§ 42-3541.01 et seq.;
(e) First Source Program – D.C. Official Code § 2-219.01 et seq.;
(f) Freedom of Information Act – D.C. Official Code § 2-531 et seq.;
(g) Inclusionary Zoning Implementation Act of 2006 – D.C. Official Code § 6-1041.01
et seq.;
(h) Relocation Assistance – 10B DCMR Chapter 22;
(i) Rental Housing Act of 1985 – D.C. Official Code § 42-3501.01 et seq.;
(j) Rental Housing Conversion and Sale Act of 1980 – D.C. Official Code § 42-
3401.01 et seq.;

28
Loan Agreement (Revised Jan. 2023)
(k) Sections 9a and 9b of Historic Landmark and Historic District Protection Act of
1978, as amended – D.C. Official Code § 6-1101 et seq.;
(l) Age Discrimination Act of 1975 – 42 U.S.C. § 6101 et seq. , including, but not
limited to, implementing regulations at 24 CFR Part 146;
(m) Americans with Disabilities Act of 1990 – 42 U.S.C. § 12101 et seq.;
(n) Broadband Infrastructure in HUD-Funde d New Construction & Substantial
Rehabilitation – 24 CFR § 891.
(o) Civil Rights Act of 1964 - 42 U.S.C. § 2000d et seq.;
(p) Conflict of Interest – 24 CFR § 570.611;
(q) Davis-Bacon and Related Acts – 40 U.S.C. § 3141 et seq. and 42 U.S.C. § 5310:
40 U.S.C. § 3701 et seq.; 29 CFR Parts 1, 3, and 5;
(i) The Federal statutory and regulatory requirements of the Davis-Bacon Act
(40 U.S.C. § 3141 et seq.) and the Contract Work Hours and Safety Standards Act (40
U.S.C. § 3701 et seq.) shall survive the term of the Loan. The Davis-Bacon Act requires
the payment of prevailing wage rates to all laborers and mechanics on Federal government
and District of Columbia construction contracts in excess of $2,000. The Davis-Bacon Act
labor standards also apply to the “Related Acts,” under which construction projects are
assisted through Federal funded grants, loans, loan guarantees, and insurance. Each
contract subject to Davis-Bacon labor standards requirements must contain in full the labor
standards clauses set forth in 29 CFR § 5.5(a) relating to minimum wages, apprentices and
trainees, withholding, payrolls and basic records, and liabilities and penalties for violations.
The mandatory Davis-Bacon contract provisions, the Federal Labor Standards Contract
Addendum (HUD Form 4010), are attached hereto as Exhibit D and incorporated herein.
The wage determination applicable to th is Project is attached hereto as Exhibit E and
incorporated herein. The mandatory Davis-Bacon labor provisions set forth in Exhibit D
and the wage decision set forth in Exhibit E must be incorporated in the Construction
Contract and each subcontract at any tier.
(a) Each weekly payroll statement required under 29 CFR § 3.3 shall be
delivered by the contractor or subcontractor, within seven (7) days after the regular
payment date of the payroll period, to the Office of Program Monitoring at District
of Columbia Department of Housing and Community Development, 1800 Martin
Luther King, Jr., Ave., SE, Washington, DC 20020. (29 CFR § 3.4).
(b) Each payroll submitted shall be accompanied by a “Statement of
Compliance,” signed by the contractor or s ubcontractor or his or her agent who
pays or supervises the payment of th e 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 c ontractor or subcontractor to provide for Lender’s review, any
contract or subcontract upon which a certified payroll is based;

29
Loan Agreement (Revised Jan. 2023)
(r) Equal Credit Opportunity Act - 15 U.S.C. § 1691 et seq.;
(s) Lead Safe Housing Rule (Lead Based Paint) – 24 CFR Part 35;
(t) Governmentwide Requirements for Drug-Free Workplace – 41 U.S.C. § 701 et
seq., including, but not limited to, Federal rules and regulations at 24 CFR Part 2429;
(u) Fair Housing Act of 1968 – 42 U.S.C. § 3601 et seq., including, but not limited to,
implementing regulations at 24 CFR Part 100;
(v) Hatch Act – 5 U.S.C. Chapter 15;
(w) National Environmental Policy Act of 1969 – 42 U.S.C. § 4331 et seq., including,
but not limited to, implementing regulations at 24 CFR Part 50 or 58, as applicable;
(x) Nonprocurement, Debarment and Suspension – 2 CFR Part 2424;
(y) Restrictions on Lobbying – 24 CFR Part 87;
(z) Section 3 of the Housing and Urban Development Act of 1968 - 12 U.S.C. § 1701u
et seq., including, but not limited to, implementing regulations at 24 CFR Part 75. In accordance
with Lender’s policy for HPTF loans, during construction of the Project, Borrower shall comply
with and cause its successors, assigns, and agents to comply with 24 CFR Part 75. The Section 3
requirement applies to assistance that exceeds $200,000.00 or where the contract or subcontract
exceeds $1,000,000.00. Borrower shall or shall cause its contractors to include the Section 3
Contract Addendum attached hereto as Exhibit F and incorporated herein in any contracts or
subtracts subject the Section 3;
(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 Reauthorization Act of 2013, Safe Homes for Victims of
Domestic Violence, Dating Violence, Sexual Assault, and Stalking, expanded the applicability of
the Act to the Low Income Housing Tax Credit program. VAWA protects both child and adult
victims of domestic violence, dati ng violence, sexual assault, and stalking. All owners and
managers shall comply with the requirements of this Act and shall use the applicable VAWA
forms, including, but not limited to, the HUD-5380 Notice of Occupancy Rights under the
Violence Against Women Act, HUD-5381 Model Emergency Transfer Plan for Victims of
Domestic Violence, Dating Violence, Sexual Assa ult, or Stalking, HUD-5382 Certification of

30
Loan Agreement (Revised Jan. 2023)
Domestic Violence, Dating Violence or S talking, and Alternate Documentation, HUD-5383
Emergency Transfer Request for Certain Victims of Domestic Violence, Dating Violence, Sexual
Assault, or Stalking and HUD-91067 VAWA Lease Addendum.
8.1. Duty to Comply with Lender Compliance Certifications. The Borrower acknowledges
that any misrepresentation of information or failure to comply with any agreement contained in its
certifications to comply with federal and District laws and regulations governing fair housing,
equal opportunity, accessibility and affirmative mark eting requirements applicable to the Project
shall be deemed an Event of n Default.
Section 9. Conflict Of Interest/ Limit of Liability
9.1.1. Federal and District laws strictly pr ohibit 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, subc ontract, or agreement with respect to a Lender-
assisted activity. Further, as it relates to the procurement of supplies, equipment, construction and
services, recipients and subrecipients of loan funds from Lender are held to the conflict of interest
provisions of the Program Requirements. In addition to the general conflict of interest prohibition,
these sections require that fund recipients maintain written standards of conduct governing the
performance of its employees engaged in the award and administration of contracts to address the
prohibition against any real or apparent conflict of interest. Borrower shall submit a copy of its
conflict of interest policies and procedures to Lender within fifteen (15) days of the Closing Date.
9.1.2. No member, official, or employee of Lender shall be personally liable to
Borrower or any successor in interest in the event of any breach of this Agreement by Lender or
for any amount which may become due to Borrower or its successors or assigns on any obligations
under the terms of this Agreement.
Section 10. Notice of Non-Discrimination. In accordance with the D.C. Human Rights Act of
1977, as amended, D.C. Official Code § 2-1401.01 et seq., (the “Human Rights Act”), the District
of Columbia does not discriminate on the basis of actual or perceived: race, color, religion, national
origin, sex, age, marital status, personal a ppearance, sexual orientation, gender identity or
expression, familial status, family responsibilit ies, matriculation, political affiliation, genetic
information, disability, source of income, status as a victim of an intrafamily offense, place of
residence or business, and status as a victim or family member of a victim of domestic violence, a
sexual offense, or stalking. Sexual harassment is a form of sex discrimination, which is also
prohibited by the Human Rights Act and is prohibited by Mayor’s Order 2023-131 (Sexual
Harassment Policy, Guidance and Procedures). In addition, harassment based on any of the above
protected categories is also prohibited by the Human Rights Act.

Section 11. Freedom of Information Act.

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Loan Agreement (Revised Jan. 2023)
11.1 The District of Columbia Freedom of Information Act of 1976, Pub. L. 90-614 D.C.
Official Code §§ 2-531-539 ( the “FOIA”) provides for the disclosure of public information.
Specifically, the law provides that “any person has a right to inspect, and at his or her discretion,
to copy any public record except as expressly exempted by the FOIA. Further, a “public record”
has been defined by the District of Columb ia Public Records Management Act of 1985 as “any
document, book, photographic image, electronic data recording paper, sound recording, or other
material regardless of form or characteristic, made or received pursuant to law or in connection
with the transaction of public business by any officer or employee of the District. ” D.C. Official
Code § 2-1701(13) (2008). Borrower acknowledges that Lender is subject to the FOIA.
11.2 Information or documentation submitted to Lender pursuant to this Loan, or in
connection with the transaction of the business of Lender, is subject to public disclosure in
response to a FOIA request. Therefore, information that Borrower submits to Lender, if not
specifically exempted by D.C. Official Code § 2-534 of the FOIA, may be disclosed to the public
upon a proper request.
Section 12. Antideficiency Act Limitations . Notwithstanding any other provision of this
Agreement to the contrary, any and all provisions which, may, could or appear to obligate Lender
are and shall remain subject to the limitations of the Antideficiency Act, prescribed under 31
U.S.C. §§ 1341, 1342, 1349 and 1351, as made applicable to the District of Columbia under D.C.
Official Code § 47-105; §§ 47-355.01 – 355.08, as the foregoing statutes may be amended from
time to time (2001 ed.). If such provision(s) shall be in violation of the Antideficiency Act, that
particular provision, as applicable to Lender, shall be void ab initio.
Section 13. Miscellaneous.
13.1. Reimbursement of Disbursements Made or Other Costs Incurred by Lender .
If Borrower fails to make any payment or to perform any other of its obligations hereunder, Lender,
after notice to and demand on Borrower, without waiving any default or releasing Borrower from
any of its obligations hereunder, and without being under any obligation to do so, may make such
payment or perform any of the party’s obligations. All amounts so paid by Lender, and all fees and
other costs incurred by Lender, whether in connection with such payment or such performance or
otherwise in connection with its duties and responsibilities under this Agreement and the other
Loan Documents, shall be immediately due an d payable by Borrower on demand therefor, as
additional payments hereunder, with interest ther eon as provided in Section 13.2. In addition,
notwithstanding anything in this Agreement to th e contrary, if Borrower defaults under any term
of this Agreement, and Lender employs attorneys or incurs other expenses for collection of
amounts due hereunder or enforcement of performance or observance of any obligation or
agreement by Borrower herein, Borrower shall on demand therefor pay to Lender all Attorneys’
Fees and Costs.
13.2. Interest on Additional Payments and Reimbursements . Without limiting any
other terms for the payment of interest, additional interest, late charges, premiums or like charges
under the Loan Documents, in any instance in which any sum other than principal, premium (if
any), and interest is due from Borrower to Lender as a direct payment, reimbursement or otherwise,
and no specific provision is made as to the payment of interest thereon or the rate of interest thereon

32
Loan Agreement (Revised Jan. 2023)
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 repr esentatives against and from all claims incurred
by, or asserted or imposed against, any of them, and any loss or expense (including all Attorneys’
Fees and Costs ) in connection therewith, due to Lende r’s participation in the financing of the
Project, any accident, injury (including death) or damage to any Person or property, however
caused, resulting from, connected with or growin g out of any act of commission or omission of
Borrower, or any agents, assignees, contractors or subcontractors of Borrower, or any use, nonuse,
possession, occupation, condition, operation, service, design, construction, acquisition,
maintenance or management of, or on, or in connection with, the Project, until this Agreement is
terminated, regardless of whether the claims are against or are sustained by Lender, it employees,
its agents or its representatives; (b) Lender shall not be liable for any damage or injury occurring
during the Loan term to Persons or property of Borrower or any of its agents or any other Person
who or which is on the Property, and Borrower hereby releases Lender from, and agrees that
Lender shall not be liable for, and Borrower, jo intly and severally, shall hold Lender harmless
from, any such liability; and (c) Borrower, join tly and severally, may, and if so requested by
Lender, shall undertake to defend, at its sole expense, all claims brought against Lender or any of
Lender’s employees, agents or representatives in connection with any of the matters mentioned in
this subsection, provided that Lender gives Borrower timely Notice of and forwards to Borrower
every demand, notice, summons or other proc ess received concerning any claim within the
purview hereof.
13.3.2. Approvals of Project . No inspections or approvals of the Project by
Lender during or after construction shall constitute a warranty or representation by Lender or any
of its agents as to the technical sufficiency, adequacy or safety of any structure or any of its
component parts, including any fixtures, equipment or furnishings, and such approvals or
inspections shall not constitute such a warranty or representation as to the subsoil conditions or
any other physical condition or feature pertaining to the Project. All acts, including any failure to
act, relating to the Project by any agent, representative or designee of Lender are performed solely
for the benefit of Lender to assure repayment of the Loan, and are not for the benefit of Borrower
or any other Person.
13.4. Nonassignability. Neither the Loan nor any 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, officers, directors or shareholders or by or against anyone claiming
under or through Borrower or its principals, officers, directors or shareholders. For purposes of
this Agreement, the Loan shall remain in the custody of Lender until Borrower complies with all
provisions hereof, except that nothing herein shall be deemed to modify, affect or subordinate the
obligations heretofore given or to be given by Borrower as security for the Loan, all of which shall
be and remain in full force and effect, this Ag reement being intended only as additional security
and protection for the Loan and to assure its use for the purposes intended by Lender.

33
Loan Agreement (Revised Jan. 2023)
13.5. Liability of Lender . All conditions of the obligations of Lender hereunder,
including any obligation to make disbursements under the Loan, are imposed solely and
exclusively for the benefit of Lender and its successors and assigns, and no other Person shall have
standing to require satisfaction of such conditions in accordance with its terms or be entitled to
assume that Lender will refuse to disburse sums under the Loan in the absence of strict compliance
with any and all thereof. No other Person shall, under any circumstances, be deemed to be a
beneficiary of such conditions, any and all of 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 pr ovision 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 hereto , and no other person shall have any right or cause of action on
account hereof.
13.9. Counterparts. This Agreement may be signed in counterparts, any of which
together with all executed signature pages shall constitute a fully executed and binding agreement.
13.10. Notices. All notices, requests and demands on the respective parties hereto (each,
a “Notice”) shall be given in writing, and deemed to have been given three (3) business days after
having been sent to Lender or Borrower, as applic able, at its respective address listed below, by
regular and certified US mail, or one (1) business day after having been delivered by courier or
overnight delivery service to the appropriate party at the address listed below and with receipt for
delivery or refusal of delivery. Copies of notices to the entities listed below to receive copies shall
be sent by regular mail or electronic mail. Any part y or entity may change its address to receive
notice or copies thereof by sending a written notice of the change to all other parties or entities
listed below.
If to Lender: D.C. Department of Housing and
Community Development
1909 Martin Luther King Jr. Avenue, S.E.
Washington, D.C. 20020
Attn: Director

34
Loan Agreement (Revised Jan. 2023)
with copy to: D.C. Department of Housing and
Community Development
1909 Martin Luther King Jr. Avenue, S.E.
Washington, D.C. 20020
Attn: General Counsel
If to Borrower: c/o Medici Road
1629 K St, NW, Suite 300
Washington, DC 20006
Attention: Thomas Houston

with copy to: Arnall Golden Gregory LLP
2100 Pennsylvania Avenue, NW, Suite 350S
Washington, DC 20037

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

35
Loan Agreement (Revised Jan. 2023)
otherwise expressly indicated, to have been made 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 interpretation, performan ce and enforcement of this Agreement. All
citations to legislation herein shall mean for such legislation as of the date hereof, and as may be
amended from time to time in the future.
13.18. Conflict with Program Requirements . In the event of a conflict between this
Agreement and the Program Requirements, the Program Requirements shall control.

36
Loan Agreement (Revised Jan. 2023)
IN WITNESS WHEREOF, Borrower and Lende r have caused this Agreement to be
executed and delivered as of the date first above written.

LENDER:

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

By: _________________________
Colleen Green
Director

Approved as to Legal Sufficiency:

By ____________________________
Name: ___________________
Title: Assistant General Counsel

[Signatures continue on following page]

37
Loan Agreement (Revised Jan. 2023)
BORROWER:

Deanwood Station, LLC
a District of Columbia limited liability
company

By: ___________________________
Name: _________________________
Title: _________________________

Date: ____________________










A-1
Loan Agreement (Revised Jan. 2023)

EXHIBIT A
SUMMARY OF LOAN TERMS
[Attached]

B-1

EXHIBIT B
PROJECT BUDGET
[Attached]

C-1

EXHIBIT C
CONSTRUCTION DRAW SCHEDULE
[Attached]

D-1

EXHIBIT D
FEDERAL LABOR STANDARDS CONTRACT ADDENDUM
[Attached]

E-1

EXHIBIT E
DAVIS-BACON WAGE DETERMINATION
[Attached]

F-1

EXHIBIT F
SECTION 3 CONTRACT ADDENDUM

G-1

EXHIBIT G
DEVELOPMENT TEAM DEBARMENT AFFIDAVIT
[Attached]

H-1

EXHIBIT H
INSURANCE REQUIREMENTS

INSURANCE

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

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

If the Borrower and/or its subcontractors main tain 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 Borrower and subcontractors.

B. INSURANCE REQUIREMENTS

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

H-2

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, and a $2,000,000
general aggregate.

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

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

Auto Physical Damage Coverage - The Borrower shall provide auto physical damage insurance
to cover "loss" to a covered "auto" or its equipment:

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

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

H-3

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

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

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

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

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

5. Professional Liability Insurance (Errors & Omissions) - The Borrower shall provide
Professional Liability Insurance (Errors and Omissions) to cover liability resulting from
any error or omission in the performance of professional services under this Contract.

H-4

The policy shall provide limits of $1,000,000 per claim or per occurrence for each
wrongful act and $2,000,000 annual aggregate. The Borrower warrants that any
applicable retroactive date precedes the date the Borrower first performed any
professional services for the Government of the District of Columbia and that continuous
coverage will be maintained or an extended reporting period will be exercised for a
period of at least ten years after the completion of the professional services. Limits may
not be shared with other lines of coverage.

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

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

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

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

Construction Projects Controlled by the Borrower

H-5

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

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

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

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

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

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

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

C. SUBCONTRACTOR INSURANCE REQUIREMENTS
Any and all subcontractors engaged by Borrower for work under this agreement shall be required
to have the same insurance required of Borrower. Should the Borrower wish to propose different
insurance requirements than outlined below, then, prior to commencement of work by the
subcontractor, the Borrower shall submit in writing the name and brief description of work to be
performed by the subcontractor on the Subcontractors Insurance Requirement Template provided
to the Office of Risk Management (ORM). ORM will determine the insurance requirements
applicable to the subcontractor and promptly deliver such requirements in writing to the
Borrower. In either instance, the Borrower 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-insurance including any deductible or retention, maintained by the
Government of the District of Columbia.

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

H-6

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

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

H. Measure of Payment. The Government of the District of Columbia shall not make any
separate measure or payment for the cost of insurance and bonds. The Borrower shall
include all of the costs of insurance and bonds in the contract price.

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

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

The Government of the District of Columbia
1909 Martin Luther King, Jr., Avenue, SE
Washington, DC 20020

And mailed to the attention of:
Tiphanie Jones/DHCD
(p) 202-442-7261 (c) 202-316-2910
Tiphanie.Jones2@dc.gov

H-7

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

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

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

I-1

EXHIBIT I
CERTIFICATION OF BORROWER’S REPRESENTATIONS AND WARRANTIES

[Attached]

J-1

EXHIBIT J
FORM OF FINAL LOAN
REDUCTION CERTIFICATE
[Attached]

K-1

EXHIBIT K
FORM OF NET CASH FLOW
CALCULATION WORKSHEET

[Attached]

L-1
EXHIBIT L
MODIFICATIONS TO LOAN AGREEMENT
[Note to drafter: Any changes to form are to be incorporated here. Sample language is provided
below.]

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

1. Section _______ is deleted and replaced with the following: ___________________

2. A new Section __ is added, as follows

Department of Housing and Community Development
Development Finance Division
LOAN REQUEST SUMMARY

Project Name: Deanwood Station

Approval Date:

Project Address: 4276 Sheriff Road, NE

Loan Amt / Source
$10,000,000 HPTF
Project Manager: Tiphanie Jones

Grant Amt/ Source
N/A

9% LIHTC Amount
N/A

6

SUMMARY OF LOAN TERMS AND PROJECT DETAILS

Project Name: Deanwood Station
Borrower Name: Affiliate of Medici Road
Project Address 4276 Sheriff Road, NE
DHCD Project Manager: Tiphanie Jones
Funding Round 2021 Consolidated RFP
Last Updated: January 16, 2023 – For 1/24/24 Loan Review Committee
Funding Description
Gap Funding Amount: Amount not to exceed $10,000,000
Tax Credit Allocation: $0 - 9% LIHTCs
Loan or 9% LIHTC Increase
Approved:
Increase from Application: $7,447,705
Percentage Increase from Application: 292%
Funding Source: 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: __ Loan repayable from Net Cash Flow
X Homeowner Ownership
__ Grant
Eligible Purpose and Uses: X Acquisition (including refinancing an acquisition loan)
X Soft Costs, including Predevelopment and Financing Costs
X New Construction - Hard Costs
__ Rehabilitation - Hard Costs
__ Critical Repairs (only select if acquisition financing only)
__ Other HPTF or federally-eligible costs as defined in the Development Project
Budget (Form 202) [Specify]

Department of Housing and Community Development
Development Finance Division
LOAN REQUEST SUMMARY

Project Name: Deanwood Station

Approval Date:

Project Address: 4276 Sheriff Road, NE

Loan Amt / Source
$10,000,000 HPTF
Project Manager: Tiphanie Jones

Grant Amt/ Source
N/A

9% LIHTC Amount
N/A

7
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 the Form 202.
x Draw schedule will be established prior to the Closing Date.
Loan Term: 3 years from the Closing Date
Interest Rate: 0% simple interest
Construction/ Stabilization
Period
24 months for construction plus 12 months for stabilization, including lease-up and
conversion
Retainage Amount: $1,000,000 - The lesser of ten percent (10%) of the construction contract or ten
percent (10%) of the Loan amount
Repayment Start: N/A
Repayment Source: x Deferred until end of the construction period
x Repaid from surplus proceeds (if any)
x Loan may be partially forgiven as units are sold, or assigned to borrower, if
doing so does not result in an LTV greater than 100%

Recourse: Non-recourse
Collateral Position: 2nd Deed of Trust (during construction period)
Other Non-RFP or Existing
Subsidies:
__ Section 8 Project-Based Subsidy (i.e., PBV or PBRA HAP contract)
__ Rental Assistance Demonstration (RAD) conversion or transfer of assistance (RAD
Section 202 PRAC conversion)
__ Annual Contributions Contract (ACC) (Public Housing Operating Subsidy)
__ Department of Behavioral Health operating subsidy
__ Nonprofit Affordable Housing Developer Tax Relief
Other:

Project Description / Application Commitments
Project Type: X Production __ Preservation __ Preservation and Production
X Net New Units Total - 24
__ Rental X Homeownership __ Limited Equity Cooperative
Total Units in Project: 24
Total Affordable Units in
Project:
24
Unit Affordability: 2 units equal to or less than 50% MFI (IZ)

Department of Housing and Community Development
Development Finance Division
LOAN REQUEST SUMMARY

Project Name: Deanwood Station

Approval Date:

Project Address: 4276 Sheriff Road, NE

Loan Amt / Source
$10,000,000 HPTF
Project Manager: Tiphanie Jones

Grant Amt/ Source
N/A

9% LIHTC Amount
N/A

8
2 units equal to or less than 60% MFI (IZ)
17 units equal to or less than 80% MFI
3 units equal to or less than 80% MFI (IZ)
Affordability Period Restriction: HPTF:
_X Perpetual __ 99 years __ 62 years __ 52 years __ 42 years
x Commences on the Closing Date
x Homeowners will be required to sign an acknowledgement of affordability restrictions.

LIHTC: N/A
__ Perpetual __ 99 years __ 60 years __ 50 years
__ 40 years (minimum requirement starting 2021) __ 30 years
x Commences with the first year of the tax credit period

Federal Funds: N/A
[ ] years from the Closing Date

__ Use of Ground Lease Structure: [ ] years

Leverage: $1,464,519 - Minimum Deferred Developer Fee Commitment
$0 - Minimum Sponsor Loan/Other Owner Subsidy Commitment
$0 - Other:
48% DHCD Participation (Overall leverage) $457,102 per unit
[Greater than 25%] Subsidy Leverage (eligible non-RFP sources)
Unit Affordability Mix and
Applicable Program(s):
Unit Description Median Number of
Bedrooms Baths Income Units
2 Bedroom 2 50% 2
2 Bedroom 2 60% 2
2 Bedroom 2 80% 17
2 Bedroom 2 80% 3
Total 24

Income Levels Served: [76 %] Weighted Average MFI Served
Mixed-Income: Inclusion of 20%+ Market Rate Units: ___ Yes X No
Minimum of 10% of units in three of the following income categories: ___ Yes _X No
x 0 percent to 30 percent MFI: [] %
x 31 percent to 50 percent MFI: [] %
x 51 percent to 80 percent MFI: [] %

Department of Housing and Community Development
Development Finance Division
LOAN REQUEST SUMMARY

Project Name: Deanwood Station

Approval Date:

Project Address: 4276 Sheriff Road, NE

Loan Amt / Source
$10,000,000 HPTF
Project Manager: Tiphanie Jones

Grant Amt/ Source
N/A

9% LIHTC Amount
N/A

9
x Market-rate (unrestricted, unsubsidized): [] %
Permanent Supportive Housing
(PSH):
__ 20% __ 10% __5% [] PSH units
X None __ Other:
__ DBH Units
__ Scattered Site __ Limited Site-Based __ Site-Based
Office Space Required? __ Y ___ N
Security Plan Required? __ Y ___ N
Family-Oriented Units: 100% 2+ Bedroom units 0% 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 accommodates seniors and people with disabilities.
__ Age restricted housing 62+
__ Provision of twice the number of accessible and audio/visual units as required by Section
504
Provision of Wealth-Building
Opportunities:
X Immediate homeownership opportunities
__ Designation as DBE, ROB, or led or controlled by individuals designated as socially
disadvantaged per SBA
__ Structured to transfer to tenant ownership after the initial 15-year compliance period
Vacancies filled from Section 8
and Public Housing Waiting List:
__ Yes X No
Qualified Non-Profit Majority
Owner with ROFR:
__ Yes ___ No
X N/A for non-LIHTC projects
Right to seek a Qualified
Contract waived:
___Yes (No is not an option)
X N/A for non-LIHTC projects
Green Design and Building
Threshold Requirements
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): [Specify]___________________

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

Department of Housing and Community Development
Development Finance Division
LOAN REQUEST SUMMARY

Project Name: Deanwood Station

Approval Date:

Project Address: 4276 Sheriff Road, NE

Loan Amt / Source
$10,000,000 HPTF
Project Manager: Tiphanie Jones

Grant Amt/ Source
N/A

9% LIHTC Amount
N/A

10

Resilient Buildings and
Innovative Design:
Advanced Certification(s) or Innovative Design Features Pursued:
____ 2020 Enterprise Green Communities Criterion 5.4 Achieving Zero Energy
____ 2020 Enterprise Green Communities Plus (EGC Plus) (rehabilitation projects of any size
and new construction buildings less than 50,000 sf)
____ TRUE Zero Waste Certification
____ 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): X Developer Fee ___ Fundraising X Operating Budget
__Other:
Services Offered (check all that apply):
_Training & Educational Programming – Academic and Economic Empowerment
X 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):
_X High Speed Internet (at least 5 years at no charge; entire building)
____ Playground ___ Daycare
___ Community/Multi-purpose Room __ Fitness Center
__X_ Onsite Grocer/Farmers Market/Food Provision/Garden (included in development
budget)
____ 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: X Commercial Space(s):6,000 SF
X Resident/Community Amenity Spaces: 400 SF
X Parking Spaces No less than 18
Other: Office Space
____ Utilization of Condo or Tax Lot Regime for Ineligible Uses
Additional Explanation: __________________________________

Development Team Members

Department of Housing and Community Development
Development Finance Division
LOAN REQUEST SUMMARY

Project Name: Deanwood Station

Approval Date:

Project Address: 4276 Sheriff Road, NE

Loan Amt / Source
$10,000,000 HPTF
Project Manager: Tiphanie Jones

Grant Amt/ Source
N/A

9% LIHTC Amount
N/A

11
Developer/Sponsor: Developer/Sponsor 1: Medici Road
Developer/Sponsor 2 (if applicable):
General Partner/Managing
Member:
Non-Profit Member%: 100%
For-Profit Member %:

General Contractor: MCN Build
Architect: Square 123
Management Agent: E&G Property Services
Development Consultant: EquityPlus
Construction Manager: Beltway East
Supportive Services
Provider (PSH):
N/A
Resident Services Provider
(Property-wide):
Medici Road
Other:
Conditions
Standard Conditions: 1. Compliance with all applicable regulations and requirements, including but not limited to
OPM clearance, Council approval, and standard DHCD due diligence items.

2. Loan Right-sizing. The Loan is a not-to-exceed amount intended to provide the minimum
gap financing needed to complete the Project after taking into consideration the
additional sources of financing, including maximized debt, equity, income and grants, and
any Project budget savings due to unspent contingency funds or other cost savings. The
Loan will be right-sized prior to the Closing Date and after the Closing Date as follows:

A. Prior to the Closing Date:

i. Any increase in non-Lender sources between the date of Lender’s Loan
Review Committee approval and the Closing Date will decrease the Loan on a dollar
($1.00) for dollar ($1.00) basis. An exception may be made for additional non-Lender
sources raised to fund unanticipated cost increases or decreases in other sources
available for the Project.

ii. Any decrease in Project uses between the date of Lender’s Loan Review
Committee approval and the Closing Date will decrease the Loan on a dollar ($1.00)
for dollar ($1.00) basis. An exception may be made for decreases in Project uses
made to offset unanticipated cost increases or decreases in non-Lender sources
available for the Project.

Department of Housing and Community Development
Development Finance Division
LOAN REQUEST SUMMARY

Project Name: Deanwood Station

Approval Date:

Project Address: 4276 Sheriff Road, NE

Loan Amt / Source
$10,000,000 HPTF
Project Manager: Tiphanie Jones

Grant Amt/ Source
N/A

9% LIHTC Amount
N/A

12
iii. Borrower must pursue all available solar/green building funds available in
the District of Columbia prior to the Closing Date. If Borrower secures one or more
sources of solar/green building funding, the Loan amount will be reduced by the net
proceeds to the Project (funding minus related costs) from these sources. If
Borrower is unable to secure one or more sources of solar/green building funding,
Borrower must provide affirmative evidence that the Project is not a match for
available funds.

iv. As requested by Lender, Borrower must provide executed contracts or other
documentation acceptable to Lender to substantiate soft cost budget line items and
to right-size the Loan amount in accordance with these requirements.

B. After the Closing Date:

i. Any temporary uses of funds, if appl icable, shall be returned to Lender to
decrease the Loan on a dollar ($1.00) for dollar ($1.00) basis, including funding for
any refunded deposits or financing fees initially required by District agencies,
lenders, or other parties.

ii. Lender will reduce the Loan on a fifty cents ($0.50) for every dollar ($1.00)
basis for any other net reduction in the total costs shown in the Project Budget due
to unspent contingency funds, remaining funds in applicable short-term reserves, or
other budget savings, unless the cost savings are utilized to cover an unanticipated
decrease in other Project sources.

iii. Lender will reduce the Loan on a fifty cents ($0.50) for every dollar ($1.00)
basis for any increase in funding that is committed to the Project after the Closing
Date over and above the funding sources in the final Project Budget, including any
additional senior loan proceeds, unless the increase in funding is obtained from a
non-Lender source to cover an unanticipated increase in Project costs or a decrease
in other Project sources.

3. Reserves. The Borrower’s organizational documents must contain the following language:
In the event the replacement or operating reserve, if applicable, are not used for its
intended purpose, any funds remaining in such reserves at the end of the tax credit
compliance period or upon the sale of the property, whichever is earlier, must remain
with the Project, but may be used to reduce any outstanding debt on the Project with
Lender’s consent.

4. Repayment Related Requirements – N/A
x Deferred until end of the construction period
x Repaid from surplus cash if any after payment of deferred developer fee
x The remaining loan balance may be fully or partially forgiven as units are sold to
homebuyers.

Department of Housing and Community Development
Development Finance Division
LOAN REQUEST SUMMARY

Project Name: Deanwood Station

Approval Date:

Project Address: 4276 Sheriff Road, NE

Loan Amt / Source
$10,000,000 HPTF
Project Manager: Tiphanie Jones

Grant Amt/ Source
N/A

9% LIHTC Amount
N/A

13

x Homebuyer assumption of any portion under no circumstance can increase the
LTV above 100%

Special Conditions: 1. Borrower must submit an updated final construction cost waiver request to DHCD for
review and approval prior to closing.
2. Borrower is expected to maximize financial benefits available through the Inflation
Reduction Act (i.e. 45L Tax Credits), as well as all local green funding sources (i.e.
DCSEU).
3. Borrower shall work with National Housing Trust to determine if it is a fit for the
Amazon homeownership initiative.
4. Borrower should inquire about Stormwater funding
5. Borrower will be allowed to collect $1 million in cash fee prior to loan right sizing
being implemented

B-1

EXHIBIT B
PROJECT BUDGET
[Attached]
DHCD- DEVELOPMENT BUDGET
TOTAL DEVELOPMENT COSTS Total Residential Units 24 Total Gross Square Footage 32,080
Source: Source: Source: Source: Source: Source:
Source: Source: Source: Source: Source: Source:
Costs Already Incurred 88.2% Home Sales DHCD
Deferred
Developer
Fee
11.8%
ACQUISITION
Building AcquisitionLand Acquisition $1,000,000 85% $31 $41,667 $881,796 $881,796 $118,204 $118,204
Closing Costs $36,588 3% $1 $1,525 $32,263 $32,263 $4,325 $4,325
Interest Holdback $73,249 6% $2 $3,052 $64,591 $64,591 $8,658 $8,658
Acquisition Lender Fees $38,540 3% $1 $1,606 $33,984 $33,984 $4,556 $4,556
Acquisition Legal Fees $15,000 1% $0 $625 $13,227 $13,227 $1,773 $1,773
Appraisal $7,225 1% $0 $301 $6,371 $6,371 $854 $854
Total Acquisition Costs 1,170,602 $1,170,602 6% $36 $48,775 $1,032,232 $1,032,232 $138,370 $138,370
CONSTRUCTION
Construction Costs $10,268,804 79% $320 $427,867 $9,054,985 $9,054,985 $1,213,819 $1,213,819
Site work (Incl. Public Work) $425,650 3% $13 $17,735 $375,336 $375,336 $50,314 $50,314
Profit $633,051 5% $20 $26,377 $558,222 $558,222 $74,829 $74,829
Overhead $561,184 4% $17 $23,383 $494,850 $494,850 $66,334 $66,334
General Conditions/Requirements $151,561 1% $5 $6,315 $133,646 $133,646 $17,915 $17,915
Builders Risk Insurance $89,590 1% $3 $3,733 $79,000 $79,000 $10,590 $10,590
Bond Premium $165,883 1% $5 $6,912 $146,275 $146,275 $19,608 $19,608
Contingency $542,301 4% $17 $22,596 $478,198 $478,198 $64,102 $948 $63,154
Preconstruction Services $79,200 1% $2 $3,300 $69,838 $69,838 $69,838 $9,362 $9,362
GC Insurance $160,163 1% $5 $6,673 $141,231 $141,231 $18,932 $18,932
Total Construction Costs $13,077,387 65% $408 $544,891 $11,531,581 $2,406,757 $9,124,823 $1,545,806 $1,482,652 $63,154
SOFT COSTS
Architect & Engineer 745,190 $745,190 29% $23 $31,050 $657,105 $465,152 $191,953 $88,085 $88,085
Architect & Engineer Supervision $40,000 2% $1 $1,667 $35,272 $35,272 $4,728 $4,728
Owner's Rep (Construction Monitoring) 25,000 $200,000 8% $6 $8,333 $176,359 $176,359 $23,641 $23,641
Borrower Legal $150,000 6% $5 $6,250 $132,269 $132,269 $17,731 $17,731
Additional Appraisals 8,575 $8,575 0% $0 $357 $7,561 $7,561 $1,014 $1,014
Permits and Tap Fees (Incl Expediter) 150,827 $150,827 6% $5 $6,284 $132,999 $132,999 $17,828 $17,828
Market Study 12,950 $12,950 1% $0 $540 $11,419 $11,419 $1,531 $1,531
Environmental & Soil Reports 15,000 $15,000 1% $0 $625 $13,227 $13,227 $1,773 $1,773
Testing and Inspection $34,000 1% $1 $1,417 $29,981 $29,981 $4,019 $4,019
Title, Transfer and Recordation $10,000 0% $0 $417 $8,818 $8,818 $1,182 $1,182
Interim Insurance $30,678 1% $1 $1,278 $27,052 $27,052 $3,626 $3,626
Interim Taxes $15,400 1% $0 $642 $13,580 $13,580 $1,820 $1,820
Accounting Fees & Cost Certification $25,000 1% $1 $1,042 $22,045 $22,045 $2,955 $2,955
Marketing (including realtor fees) $423,000 16% $13 $17,625 $373,000 $367,460 $5,540 $50,000 $50,000Survey5,000 $5,000 0% $0 $208 $4,409 $4,409 $591 $591
FFE $170,000 7% $5 $7,083 $149,905 $149,905 $20,095 $20,095
Tenant Improvements $113,760 4% $4 $4,740
$113,760 $113,760
Utility Connection Fees 206,500 $206,500 8% $6 $8,604 $182,091 $182,091 $24,409 $24,409
Soft Cost Contingency $125,000 5% $4 $5,208 $110,224 $110,224 $14,776 $14,776
Security Cameras $45,000 2% $1 $1,875 $39,681 $34,006 $5,675 $5,319 $5,319
Interior Design 57,500 $57,500 2% $2 $2,396 $50,703 $50,703 $6,797 $6,797
Total Soft Costs $1,226,542 $2,583,380 13% $81 $107,641 $2,177,700 $1,509,380 $465,152 $203,168 $405,680 $405,680
OTHER FINANCING COSTS
Construction Period Intererst Capitalized 183,455 $185,000 24% $6 $7,708 $163,132 $163,132 $21,868 $21,868
Permanent Lender Financing Fee $75,000 10% $2 $3,125 $66,135 $66,135 $8,865 $8,865
Permanent Lender Inspection Fee $20,000 3% $1 $833 $17,636 $17,636 $2,364 $2,364
Permanent Lender Counsel Fee $50,000 7% $2 $2,083 $44,090 $44,090 $5,910 $5,910
Financial Advisor $125,000 16% $4 $5,208 $110,224 $110,224 $14,776 $14,776
Predevelopment Lender Fees/Interest 302,978 $302,978 40% $9 $12,624 $267,165 $267,165 $35,813 $35,813
Total Other Financing Costs $486,433 $757,978 4% $24 $31,582 $668,382 $668,382 $89,596 $89,596
DEVELOPER'S FEE
Fee on Non-Acquisition Costs $2, 249,020 11% $70 $93,709 $1,983,176 $1,983,176 $265,844 $65,844 $200,000
Fee on Acquisition Costs $58,530 0% $2,439 $51,612 $51,612 $6,919 $6,919
Total Developer's Fee $2,307,550 11% $96,148 $2,034,787 $1,983,176 $51,612 $272,763 $72,763 $200,000
RESERVES AND ESCROWS (funded amounts only)
Operating Reserve $59,700 26% $2 $2,488 $52,643 $52,643 $7,057 $7,057
Home Sales Reserve $78,984 34% $2 $3,291 $78,984 $78,984
Deanwood Land Trust $50,000 22% $2 $2,083 $50,000 $50,000
Resident Condo Fee Reserve $43,200 19% $1 $1,800 $43,200 $43,200
Total Reserves and Escrows $231,884 1% $7 $9,662 $174,827 $174,827 $57,057 $57,057
TOTAL USES OF FUNDS $2,883,577 $20,128,781 100% 555.52 $ 838,699.20$ $17,619,508 $6,567,695 $10,622,207 $429,607 $2,509,272 $1,482,652 $826,621 $200,000
57% 7,171,800 10,000,000 1,289,806 1,467,175 7,171,800 1,289,806 200,000
MAXIMUM DEVELOPER'S FEE 604,105 (622,207) (15,477) 604,105 33,579
Fee on Non-acquisition Costs
17,189,902 20,128,781
429,607
Less Acquisition Costs
Less Construction Contingency
Less Soft Cost + Financing Contingency Non Acquisition Fee Basis
Cost/ sq ft Cost per unit
Fee on Non-ac
quisition Costs $42 $93,709
Fee on Acquisition Costs 58,530.10$
Acquisition Costs
Cost/ sq ft Cost per unit
Fee on Acquisition Costs $2 $2,439
Total Developer's Fee $44 $58,664
DCGB Perm Home Sales
NON-RESIDENTIAL
-$757,978
Deferred
Developer Fee DMPED Grant
Less LIHTC Syndication and Bond Financing-Related Costs
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.
-$1,170,602
-$542,301
$1,407,942
$58,530
-$125,000
$14,993,466
15%
$2,249,020
$1,170,602
Type of Uses Total Budgeted
Cost
$17,589,347
% of Cost Cost per sq
ft
Total Development Costs before Developer's Fee and Guarantees and Reserves
Residential
Percentage
Cost per unit
Sources for DHCD Eligible Units/Uses
RESIDENTIAL Non-
Residential
Percentage
CD Form 202 (2023v3) 1

C-1

EXHIBIT C
CONSTRUCTION DRAW SCHEDULE
[Attached]
Period/Milestone Closing Budget Closing Total Balance
Month 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24
Date 12/31/25 1/31/26 2/28/26 3/31/26 4/30/26 5/31/26 6/30/26 7/31/26 8/31/26 9/30/26 10/31/26 11/30/26 12/31/26 1/31/27 2/28/27 3/31/27 4/30/27 5/31/27 6/30/27 7/31/27 8/31/27 9/30/27 10/31/27 11/30/27 12/31/27
Development Uses
Total Acquisition Costs 1,170,602 1,170,602$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 1,170,602 0
Total Construction Costs 13,077,387 740,126$ 1,089,441 $ 1,412,387 $ 1,242,732 $ 1,305,886 $ 687,274 $ 687,274 $ 1,064,205 $ 1,064,205 $ 1,210,840 $ 970,334 $ 1,421,114 $ 85,000 $ 15,000 $ - $ 81,569$ - $ - $ - $ - $ - $ - $ - $ - $ - $ 13,077,387 0
Total Soft Costs 2,583,380 1,512,620$ 5,556 $ 5,556 $ 5,556 $ 5,556 $ 5,556 $ 5,556 $ 5,556 $ 5,556 $ 5,556 $ 5,556 $ 5,556 $ 5,556 $ 5,556 $ 5,556 $ 5,556 $ 5,556 $ 5,556 $ 5,556 $ - $ - $ 970,760$ - $ - $ - $ 2,583,380 0
Total Other Financing Costs 757,978 572,978$ 3,611 $ 521 $ 780 $ 1,052 $ 1,195 $ 1,339 $ 1,560 $ 13,172 $ 16,806 $ 22,586 $ 23,802 $ 20,495 $ 17,188 $ 13,881 $ 12,228 $ 8,094 $ 8,094 $ 11,612 $ 906 $ 906 $ 906 $ 906 $ 906 $ - $ 755,527 2,451
Total Developer's Fee 2,307,550 350,000$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 251,500$ - $ - $ - $ - $ - $ 416,244$ - $ - $ 1,289,806$ 2,307,550 0
Total Reserves and Escrows 231,884 -$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 231,884$ 231,884 0
Retainage - $ (54,472)$ (70,619) $ (62,137) $ (65,294) $ (34,364) $ (34,364) $ (53,210) $ (53,210) $ (60,542) $ (48,517) $ (71,056) $ (4,250) $ (750) $ - $ (4,078)$ - $ - $ 616,863$ - $ - $ - $ - $ - $ - $ 0 0
TOTAL USES 20,128,781$ 4,346,326 $ 1,044,135 $ 1,347,844 $ 1,186,931 $ 1,247,199 $ 659,661 $ 659,804 $ 1,018,111 $ 1,029,722 $ 1,172,660 $ 949,959 $ 1,379,416 $ 106,801 $ 36,994 $ 19,437 $ 346,774 $ 13,650 $ 13,650 $ 634,030 $ 906 $ 906 $ 1,387,910$ 906 $ 906 $ 1,521,690$ 20,126,329 2,451
4,346,326 5,390,461 6,738,306 7,925,237 9,172,436 9,832,097 10,491,902 11,510,012 12,539,734 13,712,394 14,662,353 16,041,769 16,148,570
Bridge/Construction Sources
Industrial Bank 3,007,500 572,978$ - $ - $ - $ - $ - $ - $ - $ 500,000$ 950,000 $ 200,000 $ (478,120) $ (478,120) $ (478,120) $ (239,060) $ (239,060) $ - $ - $ - $ - $ - $ - $ 310,498 2,697,002
DC Green Bank 3,000,000 150,000$ 272,360 $ 353,097 $ 310,683 $ 326,472 $ 171,819 $ 171,819 $ 266,051 $ 266,051 $ 711,649 $ (478,120) $ (478,120) $ (478,120) $ (239,060) $ (239,060) $ - $ - $ - $ - $ - $ - $ 1,087,520 1,912,480
SUBTOTAL 6,007,500$ 722,978 $ 272,360 $ 353,097 $ 310,683 $ 326,472 $ 171,819 $ 171,819 $ 266,051 $ 266,051 $ 1,211,649 $ 950,000 $ 200,000 $ (956,240) $ (956,240) $ (956,240) $ (478,120) $ (478,120) $ - $ - $ - $ - $ - $ - $ - $ - $ 1,398,018 4,609,482
Permanent Sources - Residential
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 0 0
DHCD 10,000,000 3,423,348$ 817,081 $ 1,059,290 $ 932,049 $ 979,415 $ 515,456 $ 515,456 $ 798,154 $ 798,154 $ - $ - $ - $ - $ - $ - $ - $ 161,599$ - $ - $ - $ - $ - $ - $ - $ - $ 10,000,000 0
Home Sales 7,171,800 -$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 1,195,300$ 1,195,300 $ 1,195,300 $ 1,195,300 $ 1,195,300 $ 1,195,300 $ - $ - $ - $ - $ - $ - $ - $ - $ 7,171,800 0
Deferred Fee 1,289,806 -$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 1,289,806$ 1,289,806 0
Permanent Sources - Nonresidential
Mortgage 1,467,175 -$ - $ - $ - $ -$ 1,467,175 $ - $ - $ - $ - $ - $ 1,467,175 0
Other 200,000 200,000$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 200,000 0
SUBTOTAL 20,128,781$ 3,623,348 $ 817,081 $ 1,059,290 $ 932,049 $ 979,415 $ 515,456 $ 515,456 $ 798,154 $ 798,154 $ - $ - $ 1,195,300$ 1,195,300 $ 1,195,300 $ 1,195,300 $ 1,195,300 $ 1,356,899 $ 1,467,175 $ - $ - $ - $ - $ - $ - $ 1,289,806$ 20,128,781 0
TOTAL SOURCES 26,136,281$ 4,346,326 $ 1,089,441 $ 1,412,387 $ 1,242,732 $ 1,305,886 $ 687,274 $ 687,274 $ 1,064,205 $ 1,064,205 $ 1,211,649 $ 950,000 $ 1,395,300 $ 239,060 $ 239,060 $ 239,060 $ 717,180 $ 878,779 $ 1,467,175 $ - $ - $ - $ - $ - $ - $ 1,289,806$ 21,526,799 4,609,482
SOURCES less USES 6,007,500$ - $ 45,306$ 64,543 $ 55,801 $ 58,687 $ 27,613 $ 27,470 $ 46,094 $ 34,483 $ 38,989 $ 41 $ 15,884$ 132,259 $ 202,066 $ 219,623 $ 370,406 $ 865,129 $ 1,453,525 $ (634,030) $ (906) $ (906) $ (1,387,910)$ (906) $ (906) $ (231,884)$ 1,400,469 4,607,031
CASH ON HAND 0 45,306 109,848 165,649 224,336 251,949 279,418 325,513 359,996 398,985 399,026 414,910 547,169 749,235 968,858 1,339,265 2,204,394 3,657,919 3,023,889 3,022,982 3,022,076 1,634,166 1,633,260 1,632,353 1,400,469
Residential Absorption and Construction Loan Paydown Analysis (Homeownership Only)
Senior Construction Loan Interest Rate:
Industrial Bank 7.30%
DCGB 1.00%
Number of Units Delivered 0 0 0 0 0 0 0 0 0 0 0 2 40000000000000
Number of Units Sold 0 0 0 0 0 0 0 0 00044444400000000
Average Gross Sales Proceeds per Unit 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $
Less Developer Fee per Unit
Less Sales & Marketing Payable Upon Sale
Less Other Costs (Incentives, etc)
Average Net Sales Proceeds Per Unit 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $ 298,825 $
Monthly Draw Amount - Senior Loan - $
Net Home Sales Proceeds - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 1,195,300$ 1,195,300 $ 1,195,300 $ 1,195,300 $ 1,195,300 $ 1,195,300 $ - $ - $ - $ - $ - $ - $ - $ - $
IB Loan Balance (Total Drawn) -$ - $ - $ - $ - $ - $ - $ - $ 1,872,300$ 2,372,300 $ 3,322,300 $ 3,522,300 $ 3,044,180 $ 2,566,060 $ 2,087,940 $ 1,848,880 $ 1,251,230 $ 1,251,230 $ 1,759,820 $ - $ - $ - $ - $ - $ - $
DCGB Loan Balance (Total Drawn) -$ 272,360$ 625,457 $ 936,140 $ 1,262,612 $ 1,434,430 $ 1,606,249 $ 1,872,300 $ 2,138,351 $ 2,850,000 $ 2,850,000 $ 2,850,000 $ 2,371,880 $ 1,893,760 $ 1,415,640 $ 1,176,580 $ 578,930 $ 578,930 $ 1,087,520 $ 1,087,520 $ 1,087,520 $ 1,087,520 $ 1,087,520 $ 1,087,520 $ 1,087,520 $
Excess Proceeds Available to Repay DHCD -$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Monthly Interest - $ 3,611$ 521 $ 780 $ 1,052 $ 1,195 $ 1,339 $ 1,560 $ 13,172 $ 16,806 $ 22,586 $ 23,802 $ 20,495 $ 17,188 $ 13,881 $ 12,228 $ 8,094 $ 8,094 $ 11,612 $ 906 $ 906 $ 906 $ 906 $ 906 $ 906 $
Cumulative Interest - $ 3,611$ 4,132 $ 4,912 $ 5,964 $ 7,159 $ 8,498 $ 10,058 $ 23,230 $ 40,037 $ 62,622 $ 86,425 $ 106,920 $ 124,108 $ 137,990 $ 150,217 $ 158,311 $ 166,406 $ 178,017 $ 178,924 $ 179,830 $ 180,736 $ 181,642 $ 182,549 $ 183,455 $
PROJECTED DRAW SCHEDULE
DHCD Form 202 (2023 v3)

D-1

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

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

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

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

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

EXHIBIT E
DAVIS-BACON WAGE DETERMINATION
[Attached]
"General Decision
Number: DC20230002
09/01/2023

Superseded General
Decision Number:
DC20220002

State: District of
Columbia

Construction Type:
Building

County: District of
Columbia Statewide.

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

Note: Contracts subject to the Davis-Bacon Act are
generally
required to pay at least the applicable minimum wage rate
required under Executive Order 14026 or Executive Order
13658.
Please note that these Executive Orders apply to covered
contracts entered into by the federal government that are
subject to the Davis-Bacon Act itself, but do not apply to
contracts subject only to the Davis-Bacon Related Acts,
including those set forth at 29 CFR 5.1(a)(2)-(60).

___________________________________________________________
___
|If the contract is entered |. Executive Order 14026
|
|into on or after January 30, | generally applies to the
|
|2022, or the contract is | contract.
|
|renewed or extended (e.g., an |. The contractor must pay
|
|option is exercised) on or | all covered workers at
|
DEANWOOD STATION PROJECT:
Building Decision No.: DC20230002
Modification No.: 9
Publication Date: 9/1/2023
LOCK-IN DATE: 9/25/2023
LABOR STANDARD- Construction must start by 3/25/2024,
otherwise a new Wage Decision must be assigned.
MONITORS Fabian Furr (Field/Admin)
|after January 30, 2022: | least $16.20 per hour (or
|
| | the applicable wage rate
|
| | listed on this wage
|
| | determination, if it is
|
| | higher) for all hours
|
| | spent performing on the
|
| | contract in 2023.
|
|______________________________|___________________________
__|
|If the contract was awarded on|. Executive Order 13658
|
|or between January 1, 2015 and| generally applies to the
|
|January 29, 2022, and the | contract.
|
|contract is not renewed or |. The contractor must pay
all|
|extended on or after January | covered workers at least
|
|30, 2022: | $12.15 per hour (or the
|
| | applicable wage rate
listed|
| | on this wage
determination,|
| | if it is higher) for all
|
| | hours spent performing on
|
| | that contract in 2023.
|
|______________________________|___________________________
__|

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

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

Modification Number Publication Date
0 01/06/2023
1 01/13/2023
2 04/07/2023
3 05/05/2023
4 06/02/2023
5 06/30/2023
6 07/21/2023
7 07/28/2023
8 08/04/2023
9 09/01/2023

ASBE0024-007 04/01/2021

Rates Fringes

ASBESTOS WORKER/HEAT & FROST
INSULATOR........................$ 39.27 18.67+a

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

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

-----------------------------------------------------------
-----
ASBE0024-008 04/01/2021

Rates Fringes

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

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

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

-----------------------------------------------------------
-----
ASBE0024-014 04/01/2021

Rates Fringes

FIRESTOPPER......................$ 29.41 8.73+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 04/30/2023

Rates Fringes

BRICKLAYER.......................$ 36.50 13.47
-----------------------------------------------------------
-----
CARP0197-011 05/01/2023

Rates Fringes

CARPENTER, Includes Drywall
Hanging, Form Work, and Soft
Floor Laying-Carpet..............$ 32.21 13.87
-----------------------------------------------------------
-----
CARP0219-001 05/01/2023

Rates Fringes

MILLWRIGHT.......................$ 37.65 14.54
-----------------------------------------------------------
-----
CARP0441-001 05/01/2022

Rates Fringes

PILEDRIVERMAN....................$ 34.62 13.45
-----------------------------------------------------------
-----
ELEC0026-016 12/06/2021

Rates Fringes

ELECTRICIAN, Includes
Installation of
HVAC/Temperature Controls........$ 50.00 20.49
-----------------------------------------------------------
-----
ELEC0026-017 09/07/2022

Rates Fringes

ELECTRICAL INSTALLER (Sound
& Communication Systems).........$ 33.95 11.39

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 01/01/2023

Rates Fringes

ELEVATOR MECHANIC................$ 52.49 37.335+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 06/01/2023

Rates Fringes

IRONWORKER, STRUCTURAL AND
ORNAMENTAL.......................$ 36.10 25.19
-----------------------------------------------------------
-----
IRON0005-012 05/01/2023

Rates Fringes

IRONWORKER, REINFORCING..........$ 30.70 23.33
-----------------------------------------------------------
-----
LABO0011-009 06/01/2022

Rates Fringes

LABORER: Skilled................$ 27.48 8.98

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 04/30/2023

Rates Fringes

MARBLE/STONE MASON...............$ 43.16 20.28

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 04/30/2023

Rates Fringes

TERRAZZO WORKER/SETTER...........$ 33.41 12.67
-----------------------------------------------------------
-----
MARB0003-007 04/30/2023

Rates Fringes

TERRAZZO FINISHER................$ 27.68 11.63
-----------------------------------------------------------
-----
MARB0003-008 04/30/2023

Rates Fringes

TILE SETTER......................$ 33.41 12.67
-----------------------------------------------------------
-----
MARB0003-009 04/30/2023

Rates Fringes

TILE FINISHER....................$ 27.68 11.63
-----------------------------------------------------------
-----
PAIN0051-014 06/01/2023

Rates Fringes

GLAZIER
Glazing Contracts $2
million and under...........$ 30.52 13.85
Glazing Contracts over $2
million.....................$ 34.76 13.85
-----------------------------------------------------------
-----
PAIN0051-015 06/01/2022

Rates Fringes

PAINTER
Brush, Roller, Spray and
Drywall Finisher............$ 26.61 11.41
-----------------------------------------------------------
-----
PLAS0891-005 07/01/2021

Rates Fringes

PLASTERER (Including
Fireproofing)....................$ 30.53 7.93
-----------------------------------------------------------
-----
PLAS0891-006 02/01/2020

Rates Fringes

CEMENT MASON/CONCRETE FINISHER...$ 28.82 11.68
-----------------------------------------------------------
-----
* PLUM0005-010 08/01/2023

Rates Fringes

PLUMBER..........................$ 49.00 23.46+a

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

-----------------------------------------------------------
-----
PLUM0602-008 08/01/2023

Rates Fringes

PIPEFITTER, Includes HVAC
Pipe Installation................$ 50.27 23.32+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 07/01/2022

Rates Fringes

ROOFER...........................$ 32.26 14.71
-----------------------------------------------------------
-----
SFDC0669-002 04/01/2023

Rates Fringes

SPRINKLER FITTER (Fire
Sprinklers)......................$ 40.46 25.22
-----------------------------------------------------------
-----
SHEE0100-015 11/01/2021

Rates Fringes

SHEET METAL WORKER (Including
HVAC Duct Installation)..........$ 44.37 21.33+a

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

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

Rates Fringes

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

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

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

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

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

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

** Workers in this classification may be entitled to a
higher
minimum wage under Executive Order 14026 ($16.20) or 13658
($12.15). Please see the Note at the top of the wage
determination for more information.

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

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

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

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

Union Rate Identifiers

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

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

Survey Rate Identifiers

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

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

Union Average Rate Identifiers

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

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

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

WAGE DETERMINATION APPEALS PROCESS

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

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

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

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

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

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

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

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

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

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

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

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

END OF GENERAL DECISIO"

F-1

EXHIBIT F
SECTION 3 CONTRACT ADDENDUM
Section 3 Opportunities Plan
and Certification
Purpose of this form:
The Department of Housing and Community Development (DHCD) requires this plan and certification from those
who receive Federal and/or District funding for housing projects over $200,000. The plan outlines how jobs and other
economic opportunities generated by these funds will be directed to low- and very low-income residents and businesses
that provide them with jobs, training and contracts.*
DHCD and/or the developer may also require a Section 3 Opportunities Plan and Certification from the general
contractor (GC) and/or subcontractors.
PART 1: PROJECT INFORMATION
___________________________________________________ ___________________________________________________
Project name Business name
___________________________________________________ ___________________________________________________
Primary contact name Phone
Grant/Contract/Loan amount ___________________________ Total cost _________________________________________
PART 2: PLAN GOALS
A. Section 3 requirements. The project developer will:
1. Provide meaningful jobs and/or training for the District’s Section 3 residents who work on the funded project named
in Part 1.
• Section 3 workers will complete at least 25% of the project’s total labor hours.
• Targeted Section 3 workers will complete at least 5% of the total labor hours.
2. Contract with Section 3 businesses when possible.
3. Require all subcontractors to submit a Section 3 Opportunities Plan and Certification to DHCD.
4. Document efforts and activities used to fulfill Section 3 goals.
5. Incur all costs required to comply with Section 3 and DHCD requirements.
B. DHCD requirements. In addition to Federal Section 3 law, you must:
1. Identify a Section 3 point of contact for each plan or subcontract, or require the GC to do so.
2. Require the GC to submit a Section 3 Opportunities Plan and Certification.
3. Document Section 3 workers by having each one complete a DHCD Section 3 Resident Worksheet.
This replaces previous versions of this form. It is not to be changed without DHCD permission. 1 Revision date: March 2023
*For details: Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u)(24CFR part 75)
Deanwood Station Medici Road
Kristina Mayne 202-630-1115
14,740,673 21,700,000
4. Maintain records (correspondence, memos etc.) to document your process and activities. They must show how you
encouraged residents and businesses to take advantage of your project’s Section 3 job training, employment and
contracting opportunities.
5. Submit quarterly reports to DHCD with a list of all subcontracts and positions filled during the reporting period.
6. Allow DHCD to monitor your project or program for compliance, and accept penalties for noncompliance, if necessary.
PART 3: YOUR ACTION PLAN
Use the space below to describe how you’ll achieve your Section 3 goals. Be sure to identify any of the Part 2 requirements
that you won’t meet and explain why. Provide specifics on how and when you’ll hire Section 3 residents and/or contract
with Section 3 businesses. If you’ll have multiple subcontractors, identify who/what they will be.
The Section 3 Best Practices at the end of this document and the appendix to the Code of Federal Regulations (24 CFR 75)
provide information that may help with your plan.
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PART 4: CONFIRMATION AND SIGNATURE
I certify that I have read, understand and will comply with my obligations under Section 3 (in 24 CFR 75) and in accordance
with DHCD’s Section 3 requirements. I understand that DHCD:
• Can consider me non-compliant if I don’t make bona fide attempts to comply with the plan outlined in Part 3.
• May rely on this certification when it reviews and approves my funding proposals.
• Could penalize me if I misrepresent information or fail to comply with conditions of this certification. Penalties
can include temporary or permanent exclusion from all DHCD administered programs.
___________________________________________________________________________ ______________________________________
Recipient/Developer signature Date (mm/dd/yy)
___________________________________________________________________________ ______________________________________
General contractor/Subcontractor signature Date (mm/dd/yy)
Use this email opm.questions@dc.gov to send your signed and dated plan to DHCD’s:
Section 3 Coordinator
Office of Program Monitoring, Fair Housing Division
This replaces previous versions of this form. It is not to be changed without DHCD permission. 3 Revision date: March 2023
DHCD treats everyone the same. We don’t look at race, ethnicity , religion or where you were born. We don’t treat you differently based
on your family status, sex, sexual or gender identity or expression. Where you live, what you do for work, your education or your political
beliefs don’t affect how we treat you. This is also true for vic tims of threats or crimes by some one you’re related to by blood, adoption,
custody or marriage, or someone you live with or share a child with. We don’t allow harassment or discrimination of any kind based on
these differences. We will discipline violators.
nt/Developer signature
____________________________
l contractor/Subcontractor sig
nclude temporary or permanent exclusion from all
________________________________________________ 
10/23/2023
Section 3 Best Practices
This information is for you only. Do not return it to DHCD. It includes steps you can take to make Section 3 workers and
businesses aware of opportunities. It also has tips for completing your action plan. Be sure your plan outlines the steps you
will take to use Section 3 residents or businesses. If you aren’t using them, explain why.
Tactics for reaching Section 3 workers and businesses
We recommend that you appoint a company or agency executive as Equal Opportunity Officer. They implement and coordinate
all Section 3 activities to maximize opportunities and ensure compliance with Federal and local Section 3 requirements.
Hiring tactics for Section 3 workers
1. Advertise jobs and training programs in media that reach the general public, Section 3 audiences, minorities
and/or women.
2. Target YouthBuild programs that provide disadvantaged youth with opportunities for employment, education, leadership
development and training.
3. Post signs at project sites and send jobs and training notices to residents in the neighborhood or service area. List specific
opportunities they’re likely to succeed at.
4. Require the minimum job qualifications for your job descriptions.
5. Ask resident councils and community organizations to help you identify and notify residents who reside in your project or
its service area.
Contracting tactics for Section 3 certified businesses
1. Coordinate pre-bid meetings with local subcontractors in the project area.
2. Advertise contracting opportunities in community publications and with community organizations.
3. Require subcontractors you work with regularly to become Section 3 certified.
4. Create joint venture agreements or secure contracts with negotiations instead of bids.
5. Include your Section 3 plan in your bid documents or contract solicitations.
6. Help eligible businesses meet insurance, bonding and other contracting requirements.
7. Work with the Chamber of Commerce Small Business Service Center to help Section 3 businesses with their profiles and
other administrative activities.
Tips for your action plan
Include the who, what, when, where and how of your plan to solicit and hire Section 3 residents and businesses. Answer key
questions and tell how you’ll follow the hiring and contracting preferences required by DHCD.
A. Hiring
Preferences and priorities
Employment and Training Preferences
Priority 1:* Workers with income below HUD’s established annual income limit for the previous or annualized
calendar year
Priority 2: Workers employed by a Section 3 business
Priority 3: Workers participating in YouthBuild
Priority 4: Other Section 3 residents
* Homeless people living in the Section 3 project neighborhood or service area have top priority for projects assisted by the
Stewart B. McKinney Homeless Assistance Act.
This replaces previous versions of this form. It is not to be changed without DHCD permission. 4 Revision date: 
-
# ƝƛƝƞ

Key questions
1. When do you anticipate hiring?
2. Where and when will you advertise the Section 3 jobs – outside of the District’s Department of Employment Services
(DOES)? List the publications and dates.
3. If you hold a job fair, when and where will it be? How will you market it?
4. What community organizations will you contact for help finding applicants? List their names.
B. Contracting
Preferences and priorities
Contracting Preferences
Priority 1: 51% or more owned and controlled by low- or very low-income people
Priority 2: 75% or more of the business’ labor hours in the prior 3 months are performed by Section 3 workers
Priority 3: 51% or more owned and controlled by residents living in public or Section 8-asisted housing
Key questions
1. When will the GC put the work out to bid?
2. What marketing or outreach will you or the GC use to target businesses that are or might qualify as Section 3 certified?
Describe what they are and when they will occur.
3. Describe how you’ll break up the Section 3 contracting – how much goes to housing and building trades work and how
much to other types of contracts?
4. What will you or the developer do to ensure that the GC you hire is complying with Section 3?
This replaces previous versions of this form. It is not to be changed without DHCD permission. 5 Revision date: 
-
# ƝƛƝƞ

G-1

EXHIBIT G
DEVELOPMENT TEAM DEBARMENT AFFIDAVIT
[Attached]
PROJECT/CONTRACT ELIGIBILITY AFFIDAVIT1

AUTHORIZED REPRESENTATIVE

I HEREBY AFFIRM THAT I am the _______________________________ and the duly
authorized representative of ________________________________ and that I possess the legal
authority to make this Affidavit on behalf of myself and the organization for which I am acting.

CERTIFICATION OF ORGANIZATIONAL REGISTRATION AND TAX PAYMENT

I FURTHER AFFIRM THAT the organization named above is a ______________________
corporation, unincorporated association or partnership duly registered in accordance with the laws of
the District of Columbia and is in good standing. The name and address of its resident agent is:

_______________________________
_______________________________
_______________________________

I FURTHER AFFIRM THAT, except as validly contested, the organization and any related
entities, has paid, or will have paid all real property, income, and withholding taxes due to the
District of Columbia prior to execution of any funding agreement awarded by the District of
Columbia.

AFFIRMATION REGARDING BRIBERY CONVICTIONS

I FURTHER AFFIRM, to the best of my knowledge, information, and belief, that within the
past five years, I have not been indicted, convicted of, or have had probation before judgment
imposed, or have pleaded nolo contender to a charge of bribery, attempted bribery, or conspiracy to
bribe in violation of any District of Columbia or federal law.

AFFIRMATION REGARDING OTHER CONVICTIONS

I FURTHER AFFIRM, to the best of my knowledge, information, and belief, that within the
past five years, I have not been indicted or convicted of a criminal offense incident to obtaining,
attempting to obtain, or performing a public or private contract; fraud, embezzlement, theft, forgery,
falsification or destruction of records; receiving stolen property; or admitted in writing or under
oath, during the course of an official investigation or other proceeding, acts or omissions that would
constitute grounds for conviction or liability under any law or statute described above.

AFFIRMATION REGARDING CIVIL LIABILITY

I FURTHER AFFIRM, to the best of my knowledge, information, and belief, that within the
past five years, neither I nor the above organization has been found civilly liable for commission of
fraud or a criminal offense incident to obtaining, attempting to obtain or performing a public or

1 Project/Contract Eligibility Affidavit is also known as the Contract Affidavit.

Medici Road
Executive Director
Domestic
OSI Management, Inc.
1629 K St, NW Suite 300
Washington, DC 20006








 


private contract; violation of federal or state antitrust statutes; commission of embezzlement, theft,
forgery, falsification or destruction of records; making false statements; or receiving stolen property.

AFFIRMATION REGARDING CURRENT CRIMINAL OR CIVIL LIABILITY

I FURTHER AFFIRM, to the best of my knowledge, information, and belief that I am not
currently indicted or otherwise criminally or civilly charged by a governmental entity with
commission of any of the offenses enumerated in the three preceding paragraphs of this Affidavit.

AFFIRMATION REGARDING DEBARMENT

I FURTHER AFFIRM, to the best of my knowledge, information, and belief, that within the
past five years, I have not been debarred, proposed for debarment, suspended, declared ineligible,
excluded from or determined ineligible (including being issued a limited denial of participation) by
any public entity.

AFFIRMATION REGARDING DEBARMENT OF RELATED ENTITIES

I FURTHER AFFIRM THAT (a) the organization was not established, and it does not
operate in a manner designed to evade the application of or defeat the purpose of debarment; and (b)
the organization is not a successor, assignee, subsidiary, or affiliate of a suspended or debarred
organization.

SUBCONTRACT AFFIRMATION

I FURTHER AFFIRM, to the best of my knowledge, information, and belief, that neither I
nor the above organization, has knowingly entered into a contract with a public body under which a
person debarred or suspended will provide, directly or indirectly, supplies, services, architectural
services, construction-related services, leases of real property, or construction.

AFFIRMATION REGARDING PAST PROJECT PERFORMANCE

I FURTHER AFFIRM, to the best of my knowledge, information, and belief, that within the
past five years, neither I, nor the above organization and its related entities have while acting as a
sponsor, developer, guarantor, or owner of a project development team been removed as a general
partner or managing member, as applicable; had chronic past due accounts; had substantial liens,
judgments, foreclosures, or bankruptcies; had unresolved defaults; issued chronic housing code
violations; received excessive tenant complaints; failed to receive IRS Form 8609 for a completed
project; or failed to correct a report of Low-Income Housing Credit Agencies Report of
Noncompliance or Building Disposition (Form 8823).








 


AFFIRMATION REGARDING PAST DHCD PROJECT PERFORMANCE

I FURTHER AFFIRM, to the best of my knowledge, information, and belief, that I and the
above organization and its related entities are in compliance with all existing and prior agreements
with DHCD and/or the District of Columbia, including major health, safety and building codes. I
and the above organization and its related entities have not consistently failed to provide information
to DHCD about existing developments or other loan applications. Within the past three years, I and
the above organization and its related entities have not had an award terminated by DHCD or
received an unsatisfactory rating from DHCD or HUD, if applicable.

If the Affiant cannot certify that he/she nor the above organization has not been debarred,
suspended, proposed for debarment, declared ineligible, excluded from, participation in a public
contract; or cannot certify that he/she nor the above organization has not been indicted, convicted,
or civilly charged by a governmental entity with an offense incident to obtaining, attempting to
obtain, or performing a public or private contract, fraud, embezzlement, theft, forgery, falsification
or destruction of records; or receiving stolen property; or cannot certify that within the past five
years, he/she, nor the above organization has a history of removal from a project development team;
substantial liens, defaults, judgments, foreclosures, and/or bankruptcies; he/she shall provide an
explanation with this Affidavit. An explanation will not necessarily result in denial of participation
in a Request for Proposal award. Failure to submit this Affidavit will disqualify the authorized
representative and the above organization from a Request for Proposal award.

_____ Check here if an explanation is attached to this Affidavit.

ACKNOWLEDGMENT

I ACKNOWLEDGE THAT this Affidavit is to be furnished to the District of Columbia
Department of Housing and Community Development and may be distributed to units of (a) the
District of Columbia government; (b) other states; and (c) the federal government. I further
acknowledge that this Affidavit is subject to applicable laws of the United States and the District of
Columbia, both criminal and civil, and that nothing in this Affidavit or any agreement resulting from
the submission of this proposal shall be construed to supersede, amend, modify, or waive, on behalf
of the District of Columbia, or any unit of the District of Columbia having jurisdiction, the exercise
of any statutory right or remedy conferred by the Constitution and the laws of the District of
Columbia with respect to any misrepresentation made or any violation of the obligations, terms and
covenants undertaken by the above organization with respect to (a) this Affidavit, (b) the project
proposal, (c) the funding award, (d) the funding contract, and (e) other Affidavits comprising part of
the contract.

I DO SOLEMNLY DECLARE AND AFFIRM UNDER THE PENALTIES OF PERJURY
THAT THE CONTENTS OF THIS AFFIDAVIT ARE TRUE AND CORRECT TO THE BEST OF
MY KNOWLEDGE, INFORMATION, AND BELIEF.

WITNESS __________________________________

Signature of Witness
___________________ __________
Signature of Representative
____________________ __________
____________________

Medici Road
October 28, 2024 October 28, 2024Thomas E. Houston, III
Executive Director








 



H-1

EXHIBIT H
INSURANCE REQUIREMENTS

INSURANCE

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

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

If the Borrower and/or its subcontractors main tain 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 Borrower and subcontractors.

B. INSURANCE REQUIREMENTS

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

H-2

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, and a $2,000,000
general aggregate.

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

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

Auto Physical Damage Coverage - The Borrower shall provide auto physical damage insurance
to cover "loss" to a covered "auto" or its equipment:

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

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

H-3

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

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

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

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

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

5. Professional Liability Insurance (Errors & Omissions) - The Borrower shall provide
Professional Liability Insurance (Errors and Omissions) to cover liability resulting from
any error or omission in the performance of professional services under this Contract.

H-4

The policy shall provide limits of $1,000,000 per claim or per occurrence for each
wrongful act and $2,000,000 annual aggregate. The Borrower warrants that any
applicable retroactive date precedes the date the Borrower first performed any
professional services for the Government of the District of Columbia and that continuous
coverage will be maintained or an extended reporting period will be exercised for a
period of at least ten years after the completion of the professional services. Limits may
not be shared with other lines of coverage.

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

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

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

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

Construction Projects Controlled by the Borrower

H-5

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

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

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

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

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

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

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

C. SUBCONTRACTOR INSURANCE REQUIREMENTS
Any and all subcontractors engaged by Borrower for work under this agreement shall be required
to have the same insurance required of Borrower. Should the Borrower wish to propose different
insurance requirements than outlined below, then, prior to commencement of work by the
subcontractor, the Borrower shall submit in writing the name and brief description of work to be
performed by the subcontractor on the Subcontractors Insurance Requirement Template provided
to the Office of Risk Management (ORM). ORM will determine the insurance requirements
applicable to the subcontractor and promptly deliver such requirements in writing to the
Borrower. In either instance, the Borrower 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-insurance including any deductible or retention, maintained by the
Government of the District of Columbia.

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

H-6

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

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

H. Measure of Payment. The Government of the District of Columbia shall not make any
separate measure or payment for the cost of insurance and bonds. The Borrower shall
include all of the costs of insurance and bonds in the contract price.

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

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

The Government of the District of Columbia
1909 Martin Luther King, Jr., Avenue, SE
Washington, DC 20020

And mailed to the attention of:
Tiphanie Jones/DHCD
(p) 202-442-7261 (c) 202-316-2910
Tiphanie.Jones2@dc.gov

H-7

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

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

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

I-1

EXHIBIT I
CERTIFICATION OF BORROWER’S REPRESENTATIONS AND WARRANTIES

[Attached]
DMEAST #43991636 v8
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] [Borrower to update as applicable] 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 obligation to verify the validity, sufficiency 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 Bo rrower contained in any of the Loan
Documents 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 notice of any such lien,
attachment, claim or security in terest has been received, such lie n, attachment, claim or security
DMEAST #43991636 v8 2
interest has been releas ed, discharged, insured or bonded over or will be rel eased, discharged,
insured or bonded over upon payment of this Payment Request.
(i) All conditions precedent for disburse ment 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 waivers and lien releases required by Section 4.5.5 of the Loan
Agreement.
(j) This statement and all exhibits hereto, shall be conclusive evidence 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 w ithin this Certification shall have the
meaning set forth in the Loan Agreement.

OWNER:

2151 CALIFORNIA ASSOCIATES LLC,
a District of Columbia limited liability
company
By: 2151 California Associates Manager
LLC,
a District of Columbia limited
liability company,
its Managing Member

By: NHPF 2151 California MM,
LLC,
a District of Columbia
limited liability company,
its Managing Member

By: The NHP Foundation,
a District of Columbia
nonprofit corporation,
its sole member

DMEAST #43991636 v8 3
B y :
____________________________
John Welsh
Senior Vice
President

J-1

EXHIBIT J
FORM OF FINAL LOAN
REDUCTION CERTIFICATE
[Attached]
A.
B.
(1)
(2)
(3)
(4) For an Excess Proceeds totaling the following: - $
-$
The Lender Retainage that remains undisbursed equals:
-$
BORROWER:
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 Deanwood Station LLC (“Borrower”):
Deanwood Station, LLC a District of Columbia
limited liability company
Lender made a loan to the Borrower in a total principal amount not to exceed $10,000,000 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 condominum housing units at , 4276 Sheriff Road, 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___.

K-1

EXHIBIT K
FORM OF NET CASH FLOW
CALCULATION WORKSHEET

[Attached]
DC DHCD - Surplus Cash, Net Cash Flow and Loan Repayment Analysis
[Items in blue and highlighted in yellow are to be completed; Items in black are formula]
[Please use 2019 HUD Chart of Accounts as a reference: https://www.hud.gov/sites/documents/43703C6HSGH.PDF ]
Borrower:
Project Name:
Account Number:
Date of Audit:
Auditor:
# of Units:
SURPLUS CASH
Current Assets Notes:
Cash
Tenant Subsidy due for the Period Covered by
the Financial Statements -
Tenant Security Deposits
Other Current Asset:
Other Current Asset:
Other Current Asset:
Other Current Asset:
Other Current Asset:-
Total Current Assets -$
Current Obligations
Accrued Mortgage Interest -$
Delinquent Mortgage Principal Payments -
Accounts Payable - Trade (due within 30 days) -
Scheduled Payments and Deposits -
Deficient tax. Insurance, or MIP Escrow Deposits -
Accrued Expenses (Not Escrow) -
Prepaid Rents -
Tenant Security Deposits Liability -
Other Current Obligation: -
Other Current Obligation: -
Other Current Obligation: -
Other Current Obligation: -
Other Current Obligation: -
Total Current Obligations -$
-$
-$
-
-
-
-
-
Surplus Cash Available for Distribution
Net Cash Flow Waterfall per Loan Agreement & Deed of Trust Note
Current years Asset Management Fee
Accrued Management Fee
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
[Note to drafter: Any changes to form are to be incorporated here. Sample language is provided
below.]

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

1. Section _______ is deleted and replaced with the following: ___________________

2. A new Section __ is added, as follows
Proposed Contract No. 2025-47 with Deanwood Station LLC

Plain English Breakdown

Proposed Contract No. 2025-47 with Deanwood Station LLC

What This Bill Does

Limits and Unknowns

Bill History

Official Summary Text

Current Bill Text
