Proposed Contract No. 2026-70 with 2607 Connecticut LLC

MURIEL BOWSER
MAYOR
June 24, 2026
Honorable Phil Mendelson
Chairman
Council of the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue, NW, Suite 504
Washington, DC 20004
Dear Chairman Mendelson:
Pursuant to Section 451 of the District of Columbia Home Rule Act (D.C. Official Code § 1-
204.51 ), enclosed for consideration and approval by the Council of the District of Columbia is
proposed Contract No. 2026-70 with 2607 Connecticut LLC in the amount of $5,000,000.
Under the proposed contract, the District will loan $5,000,000 from the Housing Production Trust
Fund to 2607 Connecticut LLC, which will use the proceeds of the loan to finance certain eligible
costs for 23 units of affordable housing at 2607 Connecticut Avenue NW in Ward 3.
My administration is available to discuss any questions you may have regarding the proposed
contract. In order to facilitate a response to any questions you may have, please have your staff
contact Christopher Earley, Deputy Director, Department of Housing and Community
Development, at chris.earley@dc.gov or at (202) 442-7158.
I look forward to the Council's favorable consideration of this contract.
GOVERNMENT OF THE DISTRICT OF COLUMBIA
Department of Housing and Community Development

COUNCIL CONTRACT SUMMARY

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

Proposed Contractor: 2607 Connecticut LLC

Contract Amount: $5,000,000.00

Unit and Method of Compensation: Draw Schedule

Term of Contract: 42yrs/3% simple interest

Type of Contract: Loan Agreement

(B) The goods or services to be provided, the methods of delivering goods or
services, and any significant program changes reflected in the proposed
contract:

The Department of Housing and Community Development (DHCD) proposes to
provide a loan to 2607 Connecticut LLC in the amount of $5,000,000 from the
Housing Production Trust Fund for the purpose of financing certain eligible
acquisition and development costs associated with the acquisition and
preservation of 23 affordable housing units located at 2607 Connecticut Avenue
NW in Ward 3.

(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 certain eligible acquisition and development costs
associated with the acquisition and preservation of 23 affordable housing units
located at 2607 Connecticut Avenue NW in Ward 3.

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:

2607 Connecticut LLC, an affiliate of So Others Might Eat (SOME), purchased a 23 1-bedroom
unit turnkey property in the Woodley Park neighborhood of Ward 3 with one unit reserved for
live-in staff. SOME proposes to lease units to residents with incomes at or below 50% AMI, with
2 reserved for PSH residents at or below 30% AMI supported by an LRSP rent subsidy contract -
with wrap-around services provided by Woodley House. This HPTF financing will be used to take
out the higher-interest acquisition financing SOME used to purchase 2607 Connecticut Avenue
NW.

All entities involved in the proposed contractor have satisfactory prior performance on contracts
with the District government.

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

The developers of 2607 Connecticut LLC have requested $5,000,000 in HPTF financing to fund
the acquisition of 23 units in Ward 3 for the preservation of affordable housing.

(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 demonstrating that the proposed loan 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.):

2607 Connecticut LLC is not a certified local, small, or disadvantaged business
enterprise.

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

(K) A statement indicating whether the proposed contractor is currently
debarred from providing services or goods to the District or federal
government, the dates of the debarment, and the reasons for
debarment:
The proposed contractor is not currently debarred from providing services or goods
to the District or federal government. A debarment affidavit is attached.

(L) Where the contract, if executed, will be made available online:
The contract summary will be available at www.dhcd.dc.gov.

Page 3 of 3
1101 4th Street, SW
Washington, DC 20024
Date of Notice: May 21, 2026 L0016597642Notice Number:
FEIN: **-***4890
Case ID: 18952896

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
2607 CONNECTICUT LLC
60 O ST NW
WASHINGTON DC 20001-1259

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 #: L00007537714
Entity Type: Domestic Limited Liability Company
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF LICENSING AND CONSUMER PROTECTION
CORPORATIONS DIVISION
C E R T I F I C A T E
THIS IS TO CERTIFY that all applicable provisions of the District of Columbia Business
Organizations Code (Title 29) have been complied with and accordingly, this CERTIFICATE OF
GOOD STANDING is hereby issued to
2607 Connecticut LLC
WE FURTHER CERTIFY that the domestic filing entity is formed under the law of the District on
01/06/2023; that all fees, and penalties owed to the District for entity filings collected through the
Mayor have been paid and Payment is reflected in the records of the Mayor; The entity's most recent
biennial report required by § 29-102.11 has been delivered for filing to the Mayor; and the entity has
not been dissolved. This office does not have any information about the entity’s business practices
and financial standing and this certificate shall not be construed as the entity’s endorsement.
IN TESTIMONY WHEREOF I have hereunto set my hand and caused the seal of this office to be
affixed as of 05/21/2026 5:25 PM
Muriel Bowser
Mayor

Tracking #: C2026CT0084771
Business and Professional Licensing Administration

PROJECT/CONTRACT ELIGIBILITY AFFIDAVIT 1
AUTHORIZED REPRESENTATIVE
I HEREBY AFFIRM THAT I am the President & CEO and the duly
authorized representative of SOME, inc. 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 _o_om_e_s_tic _______ _
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:
SOME, Inc.
71 O Street NW
Washington, DC 20001
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 ofmy 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 ofmy 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.
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.
D 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
Tracey Peranich 05/21/2026
SOME, Inc.
Signature of Representative
Troy Swanda
President & CEO
05/21/2026
wk
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMEN’
*
tod BeMay 26,2026
IA ELECTRONIC MAIL
CommissionerSamuelLittauerANC 3C01Washington,DC 20032ilto:3CO1@ank v

Re:2607ConnecticutAve—RFPAward
DearCommissionerLittauer,
PursuanttoD.C.OfficialCode§1-309.10(2001ed.),thisletternotifiesyouthattheDepartmentofHousingandCommunityDevelopment(“theDepartment”)proposesfundingfora23-unitaffordablehousingdevelopmentat2607ConnecticutAveNW, Washington,D.C.20008.SoOthersMightEat
(SOME)purchaseda23junior|bedroomunittumkeypropertyintheWoodleyParkneighborhoodof
‘Ward3.TheDepartmentproposestofinanceapproximately$5,000,000.00fromtheHousingPreservationTrustFund(HPTF).ThesefundswillsupplementaSOMESponsorLoanandAmazonHousingEquityFunds,ofwhichSOMEhasreceiveda$27MillioncommitmentforpropertiesintheSOMEportfolio.Thisisarequestforacquisitionfundsonlytobeusedtotakeoutfundsexpendedforthepurchaseoftheproperty

AdvisoryNeighborhoodCommission3Chasthirty(30)businessdaysfromthedateofthisnoticetosubmitcommentsontheproposedaction.AsrequiredbyDistrictlaw,theDepartmentwillgivegreatweighttoallrelevantANCconcemsorrecommendations.

CommentsmustbereceivedbyThursday,July9,2026,andshouldreferencethesubjectmatterabove.‘SubmitcommentsviaemailtoPamelaHillsmanatpamela.hillsman@dc.govorbymailto:Departmentof HousingandCommunityDevelopmentOfficeoftheDirector,Attn:PamelaHillsman1909MartinLutherKingJr.AvenueSE,4thFloorWashington,D.C.20020.Forquestions,pleasecontactGuyton
Harveyat(202)442-7140orGuyton.harvey@dc.gov

1909MartinLutherKingJr.Ave,SE,Washington,D.C.20020(202)442-7200Fax(202)645-5870
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: 2607 Connecticut LLC

Should the D.C. Council have any questions regarding this loan/grant/lease, please contact:
Project Managers: Guyton Harvey Telephone Number: (202) 442-7140

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:
2607 Connecticut LLC

6. Other:

LOAN/GRANT TYPE

1. Grant 4. Cost Reimbursement
2. Loan Price $5,000,000.00 5. Time and Material
3. Task Order

6. Advance Payment
Page 2 of 4

GRANT/LOAN/LEASE INFORMATION

Grant/Loan/Lease No. : _DHCD Amount: $5,000,000 (HPTF)
Interest Rate: 3%
Does this Grant/Loan Amount exceed $1 million: Yes No

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

LEASE INFORMATION
Lease No.: n/a
Location:
Sq. Ft. Leased:
Total Bldg. Sq. Ft.:
Total Cost
Annual Cost
Cost Per Sq. Ft.
% Sq. Ft. Leased By D.C.

BRIEF DESCRIPTION OF GRANT/LOAN/LEASE
SOURCE OF FUNDING
1. Appropriated 4. Intra-District
2. Capital 5. Inter-Jurisdictional
3. Grant ( ) 6. Other: Housing Production Trust Fund

If procurement action is funded by grant or other non-capital or non-appropriated funds, will the
District need to expend some portion of its funds prior to receiving funds from the grantor or
other funding source?
Yes No X N/A
If Yes, indicate the amount the District will need to expend and the percentage this amount
represents of the total funds required to support the effort. District Funds $ _n/a__.
Page 3 of 4
CRITICAL ISSUES ASSOCIATED WITH GRANT/LOAN ACTION
1. Is this Grant/Loan one of multiple (more than one) Grants/Loans for similar goods, services, etc.,
awarded by the Agency to this subrecipient, or related entity, within the last twelve (12) months?

2. Have reserved funds been obligated for payment? (If Yes, ensure documentation is included in
Grant/Loan File).

3. Is the File complete? (If Yes, please attach pertinent documentation).

4. Is the subrecipient a successor to or affiliated with another individual or business that has
Grant/Loan with the Agency?

If Yes, name of Predecessor/Affiliate:
Affiliates or joint ventures of the entities involved with SOME Inc. have been involved in the development
of multiple DHCD-financed projects.

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 Housing Production Trust Fund loan by the Department of Housing and
Community Development (DHCD) to 2607 Connecticut LLC (an affiliate of So Others Might Eat)
in the amount of $5,000,000 will fund eligible acquisition and development expenses related to the
preservation of a 23 unit affordable housing development located at 2607 Connecticut Avenue NW
in Ward 3, and is in compliance with the applicable Federal and District of Columbia Regulations
and DHCD’s policies and procedures.
Colleen Green Date
Director, DHCD
Christopher Earley Date
Deputy Director, DHCD
I have reviewed this acquisition 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.
Beth Spooner Date
Agency Fiscal Officer, DHCD
DETERMINATION
I have reviewed this proposed loan 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 10, 2026
June 10,2026
for
Bethany A Spooner
Digitally signed by Bethany A Spooner
Date: 2026.06.10 17:00:16 -04'00'
Leroy Clay III
Digitally signed by Leroy Clay III Date: 2026.06.11 14:10:36 -04'00'
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MEMORANDUM
TO: Muriel E. Bowser
Mayor
THRU: Michael Spencer, General Counsel
Department of Housing and Community Development
FROM:
DATE:
Devin Johnson, Assistant General Counsel
Department of Housing and Community Development
June , 2026
SUBJECT: Proposed Funding in the principal amount not to exceed Five Million and
No/100 ($5,000,000.00) ("Funding") to SOME 2607 Connecticut Ave LLC.
(Borrower”)
The proposed Funding consists of a Housing Production Trust Fund (“HPTF”) Loan in an
amount not to exceed Five Million and No/100 ($5, 000,000.00).
(The Funding proceeds will finance eligible acquisition costs related to the acquisition of Twenty
-three (23) units, at that certain real property located at 2607 Connecticut Ave, NW,
Washington, DC 20008 (the "Project"). All Twenty-three (23) of the Project units shall be
reserved as affordable housing units (the “Reserved Units”). Twenty-one (21) Reserved Units
shall be affordable to and occupied by households at or below 50% of Median Family Income
(“MFI”). Two (2) Reserved Units shall be affordable to and occupied by households at or below
munity Dev

30% of MFI The Project affordability restrictions shall be enforced by affordability covenants
that run with the land for 42 years.

The attached Loan Agreement evidencing the proposed contract has been prepared by the Office
of the General Counsel of the Department of Housing and Community Development and is
legally sufficient in accordance with all applicable federal and District of Columbia laws. If you
have any specific questions regarding this Loan contract, please contact Devin Johnson at (202)
442-7291.

cc: Colleen Green, Director
Devin Johnson, Assistant General Counsel, OGC
Guyton Harvey, Project Manager, DFD

#4924-5920-4788 v1 Connecticut LLC 1
LOAN AGREEMENT
between
2607 Connecticut LLC,
a District of Columbia limited liability company
as Borrower
and
DISTRICT OF COLUMBIA,
a municipal corporation,
acting by and through the DEPARTMENT OF
HOUSING AND COMMUNITY DEVELOPMENT
as Lender

Dated as of , 2026

DHCD Contract No. 2026-70
Project Name SOME 2607 Connecticut LLC

Loan Agreement (Revised Jan. 2023)
i
TABLE OF CONTENTS
Page
Section 1. Definitions .............................................................................................................. 1
Section 2. Loan ........................................................................................................................ 6
2.1. Generally ................................................................................................................ 6
2.2. Making of Payments ............................................................................................. 7
2.3. Use of Loan Proceeds ............................................................................................ 7
2.4. Additional Financing ............................................................................................ 7
Section 3. Reserved ................................................................................................................. 7
Section 4. Requirements and Conditions for Loan Disbursements ................................... 7
4.1. Initial Disbursement ............................................................................................. 7
4.2. Reserved ................................................................................................................. 8
4.3. Reserved ................................................................................................................. 8
4.4. Reserved ................................................................................................................. 8
4.5. Reserved ................................................................................................................. 8
4.6. Reserved ................................................................................................................. 9
4.7. Reserved ................................................................................................................. 9
4.8. Reserved ................................................................................................................. 9
4.9. Disbursements Not a Waiver ............................................................................... 9
4.10. Reserved; No Escrow ............................................................................................ 9
Section 5. Representations and Warranties ......................................................................... 9
5.1. Status ...................................................................................................................... 9
5.2. Authority ................................................................................................................ 9
5.3. No Conflicting Agreements .................................................................................. 9
5.4. Litigation ................................................................................................................ 9
5.5. Financial Information ......................................................................................... 10
5.6. Receivership......................................................................................................... 10
5.7. Tax Returns ......................................................................................................... 10
5.8. Liens on Property ................................................................................................ 10
5.9. Utilities ................................................................................................................. 10
5.10. Roads .................................................................................................................... 10
5.11. Zoning and Land Use.......................................................................................... 10
5.12. Cost Breakdown .................................................................................................. 11
5.13. OFAC List............................................................................................................ 11
Section 6. Covenants............................................................................................................. 11
6.1. Construction of Project ...................................................................................... 11
6.2. Insurance ............................................................................................................. 11
6.3. Accounting/Audit Requirements ....................................................................... 11
6.4. Inspection ............................................................................................................. 11
6.5. Maintenance and Repair .................................................................................... 11
6.6. Obstructions ........................................................................................................ 12

Loan Agreement (Revised Jan. 2023)
ii
6.7. Permits, Licenses ................................................................................................. 12
6.8. Structural Injury, Nuisance, Waste and Other Prohibited Uses .................... 12
6.9. Compliance with Laws ....................................................................................... 12
6.10. Reporting ............................................................................................................. 12
6.11. Records and Retention ....................................................................................... 13
6.12. Payment of Obligations ...................................................................................... 13
6.13. Notices .................................................................................................................. 14
6.14. Further Assurances ............................................................................................. 14
6.15. Fees of Lender’s Agents...................................................................................... 14
6.16. Performance of Other Agreements ................................................................... 14
6.17. Acknowledgement of Lender Financing ........................................................... 14
6.18. Property Management ........................................................................................ 14
6.19. Affordability Covenants ..................................................................................... 15
6.20. Hazardous Materials Indemnity ........................................................................ 15
Section 7. Default; Remedies ............................................................................................... 16
7.2. Remedies of Lender on Event of Default .......................................................... 17
7.3. No Remedy Exclusive; Delays or Omissions; Waiver of Breach .................... 19
Section 8. Additional Local and Federal Requirements Applicable to Borrower .......... 20
Section 9. Conflict Of Interest/ Limit of Liability ............................................................. 23
Section 10. Notice of Non-Discrimination ............................................................................ 23
Section 11. Freedom of Information Act .............................................................................. 23
Section 12. Antideficiency Act Limitations .......................................................................... 24
Section 13. Miscellaneous....................................................................................................... 24
13.1. Reimbursement of Disbursements Made or Other Costs Incurred by
Lender .................................................................................................................. 24
13.2. Interest on Additional Payments and Reimbursements .................................. 24
13.3. Indemnification of Lender ................................................................................. 24
13.4. Nonassignability .................................................................................................. 25
13.5. Liability of Lender .............................................................................................. 25
13.6. No Partnership, Joint Venture, Agency ............................................................ 26
13.7. Waiver of Jury Trial/ Service of Process/ Court Costs ................................... 26
13.8. No Third Party Beneficiaries ............................................................................. 26
13.9. Counterparts ....................................................................................................... 26
13.10. Notices .................................................................................................................. 26
13.11. Amendment ......................................................................................................... 27
13.12. Survival of Agreements ...................................................................................... 27
13.13. Entire Agreement; Successors and Assigns; Time of Essence ........................ 27
13.14. Severability .......................................................................................................... 27
13.15. Descriptive Captions; Headings......................................................................... 27
13.16. Construction ........................................................................................................ 27

Loan Agreement (Revised Jan. 2023)
iii
13.17. Governing Law .................................................................................................... 27
13.18. Conflict with Program Requirements ............................................................... 28
13.19. Subordination ...................................................................................................... 28

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

Loan Agreement (Revised Jan. 2023) 1
LOAN AGREEMENT
THIS LOAN AGREEMENT (this “Agreement”) is made as of this ____ day of June, 2026
from 2607 CONNECTICUT LLC, a District of Columbia limited liability company (“Borrower”),
and the DISTRICT OF COLUMBIA, a municipal corporation, acting by and through the
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT (“Lender”).
RECITALS
A. Borrower is acquiring the real property in the District of Columbia located at 2607
Connecticut Avenue NW, Washington DC 20008;
B. Borrower has applied to Lender for a loan in a total principal amount not to exceed
Five Million and 00/100 Dollars ($5,000,000.00) 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 the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
Section 1. Definitions As used herein:
“Act of Bankruptcy” means the filing of a petition in bankruptcy under the United States
Bankruptcy Code, 11 U.S.C. § 101 et seq. (and all future acts supplemental thereto or amendatory
thereof) or the commencement of a proceeding under any other applicable law concerning
insolvency, reorganization or bankruptcy by or against Borrower or any guarantor, as debtor.
“Affordable Housing Covenant” means that certain Affordable Housing Covenant by
Borrower for the benefit of Lender, which sets forth Borrower’s covenants to rent the Affordable
Units to Qualified Tenants in accordance with the Program Requirements and the Loan
Documents, which agreement shall be recorded against the Property as a covenant running with
the land.
“Affordability Period” means the period during which Borrower shall operate the Project
as affordable housing units in compliance with the Affordable Housing Covenant and the Program
Requirements.
“Affordable Unit” means a residential housing unit that is reserved for and leased to
Qualified Tenants at the applicable income limit for such unit and at rents that are affordable
pursuant to the Affordable Housing Covenant. “Affordable Unit” as used herein has the same
meaning as “Reserved Unit” as used in the HPTF Program Requirements. Notwithstanding any
provision to the contrary, an Over-Income Tenant (as such term is defined in the Affordable
Housing Covenant) may occupy an Affordable Unit, however, once such tenant vacates an

Loan Agreement (Revised Jan. 2023) 2
Affordable Unit, the Affordable Unit shall be rented to income eligible households in accordance
with the Affordable Housing Covenant and the Program Requirements. “Affordable Unit Index”
has the meaning set forth in the Affordable Housing Covenant.
“Agreement” has the meaning set forth in the Preamble.
“Annual Owner Certification” means that certain certification pre pared and executed by
Borrower and submitted to Lender , which certifies that all Affordable Units have been rented
exclusively to Qualified Tenants at rent levels consistent with the Affordable Housing Covenant
and the Program Requirements. The Annual Owner Certification is submitted to Lender through
its electronic asset management portal, also known as the DHCD-PAMD Owner/Borrower portal.
“Architect” means the architect for the Project and its successors and assigns.
“Attorneys’ Fees and Costs” means all reasonable costs and expenses (including, without
limitation, reasonable attorneys' fees and disbursements of Lender's counsel, whether in- house
staff, retained firms or otherwise) incurred by Lender or Trustee (as such term is defined in the
Deed of Trust) in connection with Borrower’s default under the Loan Documents.
“Authority” means any governmental entity having jurisdiction over all or part of the
Property, the Project, or over a party hereto.
“Borrower” has the meaning set forth in the Preamble.
“Closing Date” means the date of this Agreement.
“Completion Date” means June 30, 2026 as may be extended with the prior written consent
of Lender.
“Deed of Trust” means the Deed of Trust, Assignment of Leases and Rents and Security
Agreement delivered from Borrower to Lender’s trustee for the benefit of Lender, and will be
recorded in the land records of the District of Columbia to secure the Loan as evidenced by the
Note.
“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.
“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.

Loan Agreement (Revised Jan. 2023) 3
“Hazardous Materials ” means any substance (i ) the presence of which requires
investigation, remediation, or special handling under any Federal, state or local statute, regulation,
ordinance, order or policy; or (ii ) is or becomes a “ hazardous substance” or “hazardous waste”
under any F ederal, state or local statute, regulation, ordinance, order or policy, including the
Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 9601 et seq.), as amended from
time to time, or the Comprehensive Environmental Response, Compensation and Liability Act of
1980 (42 U.S.C. § 9601 et seq. ), as amended from time to time; and (iii) without limitation,
includes any lead, oil or petroleum products, polychlorinated bi -phenyls, PCB's, asbestos, urea
formaldehyde foam insulation or radon gas, except as such products are customarily found or used
in similar projects.
“Household” means all persons who will occupy the Affordable Unit, including the
tenant’s spouse or domestic partner, all children under eighteen (18) years of age, and all other
persons over eighteen (18) years of age who will be occupying the Affordable Unit.
“HUD” means the U.S. Department of Housing and Urban Development.
“Human Rights Act” has the meaning set forth in Section 10.
“Improvements” means all structures or buildings now or hereafter erected or placed on
the Property, together with any and all alterations, additions, accessions and replacements thereof.
“Increased Sources” has the meaning set forth in Section 4.8.1.
“Lender” has the meaning set forth in the Preamble.
“Loan” has the meaning set forth in the Recitals.
“Loan Commitment” means Lender’s letter of conditional commitment, and any
modifications thereto. In the event of a conflict in terms between this Agreement and the Loan
Commitment, this Agreement shall control.
“Loan Documents” means, collectively, this Agreement, the Note, the Deed of Trust, the
Affordable Housing Covenant, the Financing Statements, the Loan Commitment and any other
documents required by Lender from Borrower, as a condition precedent to disbursing the Loan
proceeds or to evidence or secure this Loan. All Loan Documents shall be incorporated herein by
reference.
“Loan Term” means the term of the Loan from the Closing Date to the Maturity Date.
“Median Family Income” or “MFI” means the median family income for a Household of
four (4) persons in the “Washington Metropolitan Statistical Area” as periodically published by
HUD, and adjusted for Household size without regard to any adjustments made by HUD for the
purposes of the programs it administers, as may be adjusted by Lender to establish income limits
pursuant to the Program Requirements. MFI is also known as Area Median Income or AMI.
“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

Loan Agreement (Revised Jan. 2023) 4
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 Operating Agreement of Borrower, dated as of January
18, 2022, as may be amended.
“Permitted Transfer” means the transfers permitted in accordance with Section 1.11 of the
Deed of Trust.
“Person” means a natural person, trustee, corporation, partnership, limited liability
company or other legal entity.
“Plans and Specifications” means the plans and specifications approved or to be approved
by Lender for the Project.
“Program Requirements” mean[, 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.
× The requirements of the Local Rent Supplement Program, including, but not limited
to, the F ederal and District of Columbia Housing Choice Voucher Program rules and
regulations at 24 CFR Part s 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.
× The requirements of the Permanent Supportive Housing Program, which provides
supportive housing for an unrestricted period of time for individuals and families who were
once homeless and continue to be at imminent risk of becoming 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

Loan Agreement (Revised Jan. 2023) 5
§ 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.
 The requirements of the HOME Investment Partnerships Program , including, but
not limited to, the Federal rules and regulations at 24 CFR Part 9 2 and the HOME Written
Agreement by and between Borrower and Lender, dated as of substantially even date herewith.
 The requirements of the National Housing Trust Fund Program, including, but not
limited to, the Federal rules and regulations at 24 CFR Part 93.
 The requirements of the Community Development Block Grant Program ,
including, but not limited to, the Federal rules and regulations at 24 CFR Part 570.
 The requirements of the 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 Improvements located or to be built on the Property that
will be financed with the Loan proceeds pursuant to this Agreement, and used as a rental housing
development.
“Project Budget” means the sources and uses of the Project and the specific uses of the
Loan proceeds that are set forth in Exhibit B attached hereto.
“Property” has the meaning set forth in the Deed of Trust.
“Qualified Tenants” means Households whose household income qualifies for the income
limit for the particular Affordable Unit the Household is leasing, as set forth in the Affordable

Loan Agreement (Revised Jan. 2023) 6
Housing Covenant and meets any additional criteria set forth in the Program Requirements. A
Qualified Tenant shall include any Over-Income Tenant who has a valid written lease and was in
good standing at the Project prior to the date of this Agreement.
“Registered Agent” means Universal Registered Agents, Inc., located at 1100 H Street,
NW, Suite 840, Washington, DC 20005.
“Rent” means the occupancy charge for each housing unit and any commercial or retail
space, if applicable, in the Project pursuant to a proprietary lease, lease or other occupancy
agreement between the tenant and Borrower.
“Senior Lender” has the meaning set forth in the Deed of Trust.
“Senior Loan” means any loan from a Senior Lender, as evidenced by a promissory note,
and other instruments, agreements and documents by and between Borrower and Senior Lender,
to evidence, secure or guarantee the repayment of the Senior Loan.
“Senior Loan Documents” means all of the financing documents entered into between
Borrower and the Senior Lender to evidence the Senior Loan.
“Subordination Agreement” means that certain Intercreditor and Subordination Agreement
dated on or about the date hereof among Borrower, Lender, the District of Columbia Housing
Finance Agency, U.S. Bank Trust Company, National Association, Senior Lender, and
Subordinate Lender.
“Subordinate Lender” means SOME, Inc. a District of Columbia nonprofit corporation.
“Subordinate Loans ” 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 Loans.
“Subordinate Loan Documents” means all of the financing documents entered into between
Borrower and the Subordinate Lenders to evidence the Subordinate Loans. “UCC” has the
meaning set forth in Section 7.2.7.
“VAWA” has the meaning set forth in Section 8.
Section 2. Loan.
2.1. Generally.
2.1.1. Use and Purpose. Borrower agrees to borrow from Lender, and Lender
agrees to lend to Borrower, the Loan proceeds; such Loan proceeds shall be used by Borrower for
the uses specified in the Project Budget, subject to Section 2.2 herein, and subject to all of the
terms, provisions and conditions of this Agreement.

Loan Agreement (Revised Jan. 2023) 7
2.1.2. Expenses and Disbursements Secured by Deed of Trust . The Loan
proceeds, Attorneys’ Fees and Costs (if any) and all other Loan expenses, as and when disbursed
or incurred by Lender, will be secured by the Deed of Trust.
2.2. Making of Payments . All payments (including prepayments) of principal of, or
interest on, the Loan, shall be made in accordance with the terms of the Note. All such payments
shall be made without any set -off or counterclaim, and free and clear of any restrictions or
conditions, and free and clear of and without deduction for or on account of, any present or future
taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any nature now or
hereafter imposed by any governmental or other authority.
2.3. Use of Loan Proceeds . In compliance with and subject to all terms of this
Agreement, Lender will disburse the Loan to or for the account of Borrower. Borrower shall
provide to Lender a cost breakdown, in trade form, and loan budget, which shall be approved by
Lender, in its sole discretion. Lender shall disburse the proceeds of the Loan, so long as no Event
of Default (defined herein) has occurred and is continuing, only for purposes that are permitted by
the Program Requirements, and for no other purposes. Furthermore, the Loan proceeds shall only
be applied to the uses specified in the Project Budget, except as may be modified with the prior
written consent of Lender, which consent shall not be unreasonably withheld, conditioned or
delayed.
2.4. Additional Financing.
2.4.1. Except for the Senior Loan(s), the Subordinate Loans and low income
housing tax credit equity, Borrower shall not receive any additional funds from any source,
concerning this Project without the express written consent of Lender, except that Borrower shall
be permitted to refinance the balance of the Senior Loan at any time, (i) for not more than the
outstanding balance of principal and accrued interest and reasonable and necessary closing costs,
(ii) for a term that does not exceed the remaining term of the Loan, and (iii) upon terms that Lender
has determined as commercially reasonable and for which Lender has provided its prior written
approval in accordance with the Program Requirements (which approval shall not be unreasonably
withheld, conditioned or delayed).
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

Loan Agreement (Revised Jan. 2023) 8
paid with Loan proceeds as determined at Lender’s sole discretion, regardless of when the costs
were incurred.
4.1.2. Lender’s obligation to make the initial disbursement of Loan proceeds is
subject to Borrower’s satisfaction of the following requirements and conditions unless waived in
writing by Lender:
(1) Borrower must obtain, at its sole cost and expense, and submit to Lender
evidence that it has satisfied each of the Closing Conditions (as such term
is defined in the Loan Commitment), which shall be subject to Lender’s
review and approval, both as to substance and form, and shall be updated
and effective as of the date hereof.
(2) On or before the Closing Date, Borrower shall have executed and delivered
to Lender the Loan Documents to be executed by Borrower and all other
documents and instruments required from Borrower and Lender in
connection with the Loan.
(3) Lender shall have received an opinion of Borrower’s counsel to the effect
that Borrower is duly organized and validly existing and in good standing
under the laws of the state of its organization, authorized to do business in
the District of Columbia, with full power to own the Project and to execute,
deliver and perform its obligations under this Agreement; that the Loan
Documents executed and delivered for the Loan are valid and legally
binding and enforceable against Borrower in accordance with their
respective terms, subject to laws pertaining to bankruptcy and insolvency;
and opining as to such other matters as may be required by Lender.
(4) The representations and warranties set forth in Section 5 shall be true and
correct in all material respects on and as of the Closing Date, and no Event
of Default shall then exist under this Agreement.
(5) The Deed of Trust and the related UCC financing statements and all other
Loan Documents requiring filing or recordation shall have been filed or
recorded in the appropriate public records as necessary and appropriate to
evidence and perfect the liens and security interests thereby created.
(6) Satisfy the payment and procedures requirements set forth in Sections 4.4.1
– 4.4.4.
4.2. Reserved.
4.3. Reserved.
4.4. Reserved.
4.5. Reserved.

Loan Agreement (Revised Jan. 2023) 9
4.6. Reserved.
4.7. Reserved.
4.8. Reserved.
4.9. 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.
4.10. Reserved; No Escrow . Any and all Loan proceeds disbursed to Borrower in
accordance with this Agreement mus t be placed in a non- interest bearing account and must be
expended in accordance with Section 4. In no event shall Borrower escrow the Loan proceeds.
Section 5. Representations and Warranties. Borrower represents and warrants to Lender as
of the date hereof, and shall be deemed to represent and warrant as of the date it submits any
disbursement request to Lender hereunder, that:
5.1. Status. Borrower is a Person in good standing under the law s of the District of
Columbia. All representations and warranties made by Borrower in the other Loan Documents are
true, complete and correct when made.
5.2. Authority. Borrower has the power and authority to enter into and execute and
deliver this Agreement and each other Loan Document executed and delivered by it, and to incur
and perform the obligations provided for herein and therein (including borrowing and guaranteeing
the Loan, as applicable), all of which have been duly authorized by all proper and necessary action
and all material governmental licenses, authorizations, consents and approvals required. No
consent or approval of any other Person or Authority is required as a condition to the validity or
enforceability of this Agreement or any of such other Loan Documents, or if required it has been
obtained.
5.3. No Conflicting Agreements. There is (a) no provision of any existing mortgage,
pledge, lien, security interest, charge, encumbrance, contract or agreement binding on Borrower
or affecting its property nor any judgment, decree, or order of court binding on Borrower, and
(b) to the best knowledge of Borrower, no law, statute, rule or regulation binding on Borrower or
affecting any of its property, which would conflict with or in any way prevent the execution,
delivery or performance of the terms of this Agreement or of any other Loan Document executed
and delivered by Borrower, or which would be in default or violated as a result of that execution,
delivery or performance.
5.4. Litigation. T here is no litigation, proceeding or investigation, pending or
threatened in writing , which may result in any material and adverse change in the financial
condition, assets, liabilities, business or prospects of Borrower, and Borrower does not know of
any basis for any such litigation, proceeding or investigation.

Loan Agreement (Revised Jan. 2023) 10
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 adverse change is pending or
threatened), and Borrower has not guaranteed the obligations of, or made any investment in or
advances to, any Person except as disclosed in such information. Borrower has good and
marketable title to all of its properties and assets, free and clear of encumbrances (other than
Permitted Encumbrances or 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, storm and sanitary sewer facilities of adequate
capacities, gas, electric and telephone facilities. Borrower has procured, or hereby agrees to use its
best efforts to procure, from the District of Columbia, and other authorities and corporations,
connection and discharge arrangements for the supply of water, gas, electricity and other utilities
and sewage and industrial waste disposal for the operation of the Project.
5.10. Roads. All roads necessary for the full use of the Project for its intended purposes
have either been completed or the necessary rights of way therefor have either been acquired by
Borrower or the appropriate Authority or have been dedicated to public use and accepted by such
Authority or will be so acquired or dedicated within a period of time satisfactory to Lender, and
all necessary steps have been taken by Borrower and such Authority to assure the complete
construction and installation thereof in accordance with law and all applicable governmental
requirements.
5.11. Zoning and Land Use. The Project, and the use of the Project for its intended use,
will not violate any zoning or other ordinance, regulation or law, restrictive covenant or agreement
of Borrower (either now in existence or known by Borrower to be proposed) applicable to the
Property, the Project or its use, and all requirements for such use have been satisfied. Borrower
shall not initiate, join in, or consent to any change in any restrictive covenant, easement, zoning
ordinance or other public or private restriction limiting or defining the uses which may be made
of the Property, the Project or any part thereof.

Loan Agreement (Revised Jan. 2023) 11
5.12. Cost Breakdown. The cost breakdown (in trade breakdown form) for the Project
supplied to Lender is complete and accurate as of the date hereof, based on all information now
available to Borrower, and Borrower has no knowledge of any material change in the amount
shown thereon which is likely to occur.
5.13. OFAC List. Borrower, and to the best of Borrower’s knowledge after having made
diligent inquiry, and all persons or entities owning an interest in Borrower (i ) are not currently
identified on the United States Office of Foreign Assets Control (“ OFAC”) List, and (ii) are not
persons or entities with whom a citizen of the United States is prohibited to engage in transactions
by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or
Executive Order of the President of the United States. The OFAC List currently is accessible
through the internet website http://www.treas.gov/offices/eotffe/ofac/sdn/t11sdn.pdf.
Section 6. Covenants. Borrower covenants and agrees that, as long as any part of the Loan
remains unpaid, Borrower will:
6.1. Construction of Project. Cause the Project to be completed substantially in
accordance with the final Plans and Specifications on or before the Completion Date, free and clear
of all liens other than the Deed of Trust and the Permitted Encumbrances (as such term is defined
in the Deed of Trust) . Borrower shall not permit any material changes in the Plans and
Specifications without the prior written consent of Lender and all authorities to whom such Plans
and Specifications are required to be submitted.
6.2. Insurance. At all times during the term of this Agreement, Borrower will maintain
at its sole cost and expense, for the mutual benefit of Borrower and Lender, all of the insurance
specified in Exhibit H, and will not permit any condition to exist on the Property that would
invalidate any part of any insurance coverage required under this Agreement.
6.3. Accounting/Audit Requirements . Maintain complete and accurate records and
documentation of all costs incurred under the Loan in accordance with the instructions of Lender
and organized in a manner that identifies cost categories in the itemized budget.
6.4. Inspection. Permit Lender, its agents and Lender’s inspect or to enter on the
Property at all reasonable times and as often as may be reasonably requested, to inspect the Project
and all materials to be used in connection with the construction thereof, and to examine all detailed
plans and drawings which are or may be kept at the construction site and access to the books,
records and such other documents of Borrower as Lender shall reasonably require to inspect, audit
and examine the same and to make extracts therefrom and to make copies thereof . Furthermore,
throughout the Loan Term, Borrower must be prepared for and facilitate monitoring by Lender in
compliance with Federal and District requirements, including, but not limited to, the following:
creating, storing and maintaining all Project records in accordance with Lender’s requirements;
permitting desk monitoring, site visits, and audits; and permitting all inspections of the Project
records as Lender deems necessary to ensure the upkeep and operation of the Project in compliance
with District and Federal laws.
6.5. Maintenance and Repair. Keep and maintain the Project and each part thereof in
good condition, working order and repair, make all necessary or appropriate repairs, replacements

Loan Agreement (Revised Jan. 2023) 12
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, as may be required by Senior Lender.
6.6. Obstructions. Use its reasonable efforts to keep and maintain all parts of the
Project and the sidewalks, curbs and passageways adjoining it in a clean and orderly condition,
free of dirt, rubbish, snow, ice and unlawful obstructions.
6.7. Permits, Licenses. Procure or cause to be procured, any and all necessary permits,
certificates, licenses or other authorizations required for use of the Project as rental housing, and
comply with all conditions and requirements necessary to preserve and extend all rights, licenses,
permits, privileges, franchises and concessions now or hereafter applicable to the Project.
6.8. Structural Injury, Nuisance, 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. Within one-hundred twenty (120) days
after the end of each Fiscal Year, the audited balance sheet of Borrower for such year, and the
related audited statements of income, retained earnings and cash flows for such year, each setting
forth in comparative form the figures for the previous Fiscal Year, in reasonable detail and all
prepared in accordance with generally accepted accounting principles , consistently applied,
applicable O ffice of Management and Budget guidelines, and any other applicable F ederal or
District audit requirements , without qualification, by an independent certified public accountant
acceptable to Lender.
6.10.2. Supplemental Annual Submission. Together with the audited financial
statement, Borrower shall submit the following information for the Project:
(1) Evidence of commercial property insurance with Lender listed as an
additional insured;
(2) Evidence of liability property insurance with Lender listed as an additional
insured;
(3) Copy of reserve account statements, if applicable;
(4) Evidence of payment of real estate property taxes;

Loan Agreement (Revised Jan. 2023) 13
(5) Copy of current business license;
(6) Project operating statements;
(7) Annual Owner Certification; and
(8) Net Cash Flow Calculation Worksheet.
6.10.3. Tax Returns. Within thirty (30) days of the applicable required annual
filing date, including any standard extensions for which Borrower may have validly filed and
copies of which are provided to Lender, complete copies of all Federal and state tax or information
returns of Borrower (including form K -1s and all schedules), certified as true and correct by the
principal financial or accounting officer of Borrower.
6.10.4. Internal Financial Statements . Upon thirty (30) days’ prior written
request from Lender, Borrower’s internal consolidated financial statements for the preceding
financial quarter prepared by Borrower and certified by Borrower’s principal financial or
accounting officer, including a statement of activities, a statement of financial position, a statement
of cash flow, a break -down of gross lease revenues, and during construction, a reconciliation of
expenditures paid with Loan proceeds.
6.10.5. Affordable Housing. Upon thirty (30) days’ prior written request from
Lender, (i) any information about the leasing and occupancy of the Affordable Units, including a
rent roll for the Project, summarizing the terms of all residential leases and the Household incomes
of the tenants, as of the end of December of the prior year no later than March 1 of each year, or
more frequently as reasonably determined by Lender; 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.
6.10.6. Additional Financial Information. Upon thirty (30) days’ prior written
request from Lender, any additional information necessary to evaluate the financial position of the
Project, as reasonably determined by Lender.
6.10.7. Ongoing Project Updates . Upon five (5) days’ prior written request
from Lender, provide Lender with regular Project updates.
6.11. Records and Retention . Keep and maintain at all times complete and accurate
books of account and records (including copies of supporting bills and invoices) adequate to reflect
correctly the operation of the Project or the Property and the use of the Loan proceeds and copies
of all written contracts, leases, and other instruments which affect the Project or the Property. Keep
records for a period of five (5) years from the date that such records are generated. If any litigation,
claim or audit has begun before the expiration of the 5-year retention period, the records shall be
retained no less than five (5) years after all litigation, claims, audits or monitoring findings
involving the records have been resolved and final action taken.
6.12. Payment of Obligations. Pay and discharge at or before maturity all its material
obligations and liabilities, including tax liabilities, the expenses of the Project, and claims for labor,

Loan Agreement (Revised Jan. 2023) 14
materials, and supplies that, if unpaid, might become liens on the property of Borrower, except
those being contested in good faith by appropriate proceedings.
6.13. Notices. Promptly give Notice to Lender of (i) all litigation affecting Borrower, the
Property, or any portion of the Project, and (ii) all complaints and charges made by any Authority
having jurisdiction over the Project which may materially delay or require material changes in the
construction of the Project or otherwise impair the security of Lender.
6.14. Further Assurances. On request by Lender, do any act or execute any additional
documents (including security agreements and financing statements on any personalty owned by
Borrower and included or to be included in the Project) reasonably required by Lender to confirm
the lien and security interest of the Deed of Trust, or any other collateral document.
6.15. Fees of Lender’s Agents. Pay Attorneys’ Fees and Costs and the reasonable fees
of Lender’s agents, if any, in connection with the Project or the Loan.
6.16. Performance of Other Agreements . Jointly and severally, duly and timely
perform and observe all covenants, agreements and conditions on its part to be performed or
observed in all material respects.
6.17. Acknowledgement of Lender Financing.
(a) Allow Lender to, or as reasonably approved by Lender, place suitable signage
indicating that the Project is being developed with financial assistance provided by Lender in such
manner as Lender may elect. Any such sign shall be provided at the expense of Lender; provided,
however, that if Lender provides a sign to Borrower, then Borrower agrees to provide a prominent
and suitable location of the display of the sign and to maintain the display of such sign for the
duration of development or until the Loan has been fully satisfied, whichever event shall occur
first.
(b) Ensure that all written or printed materials distributed or posted by Borrower, which
publicize the Project, shall include information that the Project is being funded, partially or fully,
through Lender. Further, announcement of all events that publicize the Project shall acknowledge
funding by Lender. This may include, but is not limited to, social media, newspaper
announcements or advertisements, flyers, postings, any radio and television announcements.
6.18. Property Management. At all times during the term of this Agreement, Borrower
shall enter into a management contract with a District licensed professional management company
for the Project , cancelab le on sixty ( 60) days’ notice, and otherwise in form and substance
satisfactory to Lender in its reasonable judgment. Borrower shall notify Lender at least sixty (60)
days in advance of any change in management and shall provide Lender with a copy of the
proposed management agreement for Lender’s review and approval prior to Borrower’s execution
thereof. Such approval shall not be unreasonably withheld, conditioned or delayed. The proposed
successor manager shall be a management company, in good standing with the District of
Columbia, and experienced in managing properties of a similar type and size as the Project. The
proposed successor manager shall deliver all organizational documents and other documents, upon
the request of Lender, regarding the manager’s suitability to manage the Project. Any successor
management contract entered into by Borrower shall be approved by Lender, such approval shall

Loan Agreement (Revised Jan. 2023) 15
not be unreasonably withheld, conditioned or delayed and shall provide that it shall be subject to
termination, without penalty, upon written request by Lender, addressed to Borrower if the
property manager fails, after being provided funds therefore from Borrower, to take action to cure
any material default under the property management contract within sixty (60) days’ notice thereof
by Lender with a copy to Borrower. In the event of an emergency situation, the sixty (60) day
notice period shall be shortened, at Lender’s reasonable discretion. Upon receipt of a request to
terminate the manager, Borrower shall terminate the management contract no later than sixty (60)
days from the date of the notice, provided that (i ) Lender has approved of a new manager and
management contract, (ii) the change will not result in the Project being without a manager for any
period of time, and (iii) Borrower has received the prior written consent of the Senior Lender.
6.19. Affordability Covenants.
(a) Comply in all respects with the Affordable Housing Covenant and rent and
maintain the Affordable Units in accordance with the Affordable Housing Covenant.
(b) Maintain accurate records of the tenant household incomes and rent levels each
time that an Affordable Unit is rented, and rent rolls updated on a monthly basis, and available for
inspection by Lender within ten (10) days of Lender’s request therefore.
(c) Register any available Affordable Unit with the Housing Locator website
established pursuant to the Affordable Housing Clearinghouse Directory Act of 2008, D.C. Law
17-215, D.C. Official Code § 42- 2131 et seq. 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 environmental, health, fire or safety law or regulation has been violated
and such violation has been caused by Borrower or its agents, provide Lender with a bond or letter
of credit, or similar financial assurance, satisfactory to Lender, in an amount sufficient to cover
the cost of any clean up or of remediation of the violation, as the case may be; and

Loan Agreement (Revised Jan. 2023) 16
(d) Indemnify and forever hold Lender harmless from any loss, claim, damage or
liability arising out of, or in connection with, the unlawful presence at the Project or on the Property
of, or contamination by, any Hazardous Materials or the violation of environmental, health, fire or
safety laws or regulations if such loss, claim, damage or liability was caused by Borrower or its
agents and has occurred since Borrower took title to the Property; provided, however, Borrower
shall have no liability to the extent a ny loss arises as a result of the gross negligence or willful
misconduct of Lender. This indemnification shall survive repayment of the Loan.
(e) Further, Borrower shall pay Lender, upon demand, for all costs reasonably incurred
by Lender in connection with inspecting the Project or the Property with respect to Hazardous
Materials, which Lender may do at any time and from time to time, and/or in connection with
reviewing any Hazardous Material, environmental, health, fire or related safety reports, including
Attorneys’ Fees and Costs, engineering fees and other fees and expenses if such costs are incurred
as a result of actions caused by Borrower or its agents after the date Borrower takes title to the
Property.
Section 7. Default; Remedies.
7.1.1. 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, provided such
default remains uncured after the notice and cure periods provided in Section 7.1.3 below:
7.1.2. Any representation or warranty made herein or any statement or
representation made in any certificate, report or opinion (including legal opinions), financial
statement or other instrument furnished in connection with this Agreement (including requests),
any application materials for the Loan, or any of the other Loan Documents, proves to have been
incorrect in any material respect when made; or
7.1.3. Borrower fails to pay, within ten ( 10) days after the date on which it is
due and payable (a) the principal of, premium, if any, or interest or any other charges or sums on
or under the Note (whether on maturity, on any installment date, after acceleration, after notice of
prepayment, or otherwise), or (b) any other payment required by this Agreement or any of the
other Loan Documents to be paid by Borrower, including, but not limited to, any payments due to
Lender in accordance with the Final Loan Reduction Calculation; or
7.1.4. Borrower fails to duly and promptly perform, comply with or observe
any of the terms, covenants, conditions or agreements contained herein or in the Program
Requirements, other than pertaining to insurance requirements herein for which there shall be no
such cure period, which default remains unremedied for thirty (30) days (or such other cure period
as may be specified herein) after Notice to the non -performing entity thereof, except that if the
default is such that it cannot be corrected within thirty (30) days (or any other cure period specified
herein), it shall not be an Event of Default if, in the opinion of Lender reasonably exercised, the
non-performing entity is taking appropriate corrective action to cure the default and the default
will not, in Lender’s sole judgment, impair the security for the Loan; or

Loan Agreement (Revised Jan. 2023) 17
7.1.5. 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
7.1.6. An Event of Default occurs under any other Loan Document; or
7.1.7. 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
7.1.8. Borrower fails to comply with any requirement of any Authority having
jurisdiction within thirty ( 30) days after the Authority gives it written notice of the requirement;
or if any proceeding is begun or action taken to enforce any remedy for a violation of any
requirement of the Authority or any restrictive covenant affecting the Property.
7.2. Remedies of Lender on Event of Default. Whenever any Event of Default referred
to in subsection 7.1 has occurred, Lender may refuse to disburse any amounts hereunder, accelerate
the payments due on the Note and declare all other of Borrower’s obligations to be immediately
due and payable, bring suit on the Note, and take such other actions against Borrower as Lender
may deem to be appropriate, as permitted by law. In addition, Lender, in its sole discretion, may
take any one or more of the following remedial steps:
7.2.1. Acceleration. Declare the unpaid principal of the Note and all interest
accrued thereon, together with all other moneys payable hereunder, to be immediately due and
payable, by notice in writing to that effect delivered to Borrower, and on such declaration, all such
moneys shall become immediately due and payable, without protest, presentment, further notice
or demand, all of which are expressly waived by Borrower, at the place of payment provided in
such notice, anything in this Agreement or in the Note to the contrary notwithstanding.
7.2.2. Legal Action. By mandamus or other suit, action or proceeding at law
or in equity, enforce all rights of Lender, and require Borrower to carry out any agreement with or
for the benefit of Lender, and to perform its duties under this Agreement, the Deed of Trust, and
the other Loan Documents; and/or
(1) Bring suit on the Note; and/or
(2) By action or suit in equity enjoin any acts or things which may be unlawful
or in violation of the rights of Lender; and/or
(3) Take whatever action at law or in equity appears necessary or desirable to
collect the payments and other amounts then due and thereafter to become
due or to enforce performance and observance of any obligation, agreement
or covenant of Borrower or any other Person under this Agreement or any
other Loan Document.
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.

Loan Agreement (Revised Jan. 2023) 18
7.2.4. Protection of Property . Without resort to judicial process, take such
steps as it deems appropriate to protect the Project or the Property from depredation or injury,
including employment of watchmen or other protective services, and Borrower shall pay any
expenses incurred by Lender in taking such steps.
7.2.5. Completion of Project. Lender shall have no obligation to disburse any
portion of the undisbursed proceeds of the Loan to Borrower. Lender may enter the Project or the
Property for the purpose of causing Borrower’s obligations hereunder to be fulfilled, and for such
purposes Borrower hereby appoint s Lender as its lawful attorney -in-fact, with full power of
delegation and substitution, to act for such purpose in its name, to take any or all of the following
actions:
(1) Continue the Project; and/or
(2) Avail itself and procure performance of all contracts theretofore made by
Borrower; and/or
(3) Modify such contracts, or to enter into new contracts with the same or other
contractors, architects, suppliers or agents; and/or
(4) Pay, settle or compromise any bills, claims or liens incurred in connection
with the completion of the Project; and/or
(5) Prosecute or defend any action or proceeding in connection therewith, to
execute such applications and certificates as may be required by
governmental authority or any agreement by Borrower; and/or
(6) Perform any other act and execute and deliver all documents and
instruments as may be appropriate for such purposes; and/or
(7) Use any funds not yet disbursed hereunder or otherwise allocated or made
available therefor to pay the cost thereof, it being specifically agreed that
this power of attorney is a power coupled with an interest which cannot be
revoked.
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 13, and authorize Lender to apply
funds received from the sale or rental of any portions of the Project to the repayment of such excess
before the same are applied for any other purpose. Any action taken by Lender hereunder may, in
the sole discretion of Lender, be thereafter terminated or changed, and this Agreement or any
action taken hereunder shall in no way be construed 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, lease and operate it on such terms and for such period of time as Lender deems proper;

Loan Agreement (Revised Jan. 2023) 19
and collect and receive all rents, income and profits of the Project , with or without taking
possession of the Project, with full power to make from time to time all alterations, renovations,
repairs or replacements thereto as seem proper to Lender, and to apply such rents, income and
profits to the payment of:
(1) The cost of such alterations, renovations, repairs and replacements and
expenses incident to the taking and retaining possession of the Project and
the management and operation thereof and keeping the same properly
insured, and
(2) All taxes and any other encumbrances which may be prior in lien or
payment to the obligations of Borrower hereunder, and
(3) The obligations of Borrower hereunder, together with all costs and
Attorneys’ Fees and Costs, in such order of priority as to any of such items
as Lender in its sole discretion may determine, any law, custom or use to
the contrary notwithstanding.
7.2.7. Repossession of Collateral . Proceed under the District of Columbia
Uniform Commercial Code as to all or any part of the collateral, and in conjunction therewith
exercise all rights, remedies and powers of a secured party under the District of Columbia Uniform
Commercial Code as then in effect in the District of Columbia ( “UCC”), including taking
possession of the collateral pursuant to Section 9-503 of the UCC without resort to judicial process.
If an Event of Default occurs, Borrower shall assemble all of the collateral, and make it available
at the Property. Any notice required by Section 9-504 of the UCC shall be deemed reasonably and
properly given if given in the manner specified for other Notices under this Agreement, at least
fifteen (15) days before any sale or other disposition of the collateral. Disposition of the collateral
shall be deemed commercially reasonable if made pursuant to a public offering advertised at least
twice in a newspaper of general circulation in the community where the collateral is located.
7.2.8. Foreclosure. Declare a default under the Loan Documents and exercise
its rights of foreclosure and other remedies available under the Deed of Trust.
7.3. No Remedy Exclusive; Delays or Omissions; Waiver of Breach. No action taken
pursuant to this Section 7 shall relieve Borrower from its obligations hereunder or under any other
Loan Document, all of which shall survive any such action, and Lender (to the extent provided
above) may take whatever action at law or in equity appears necessary and desirable to collect the
payments and other amounts then due, and thereafter to become due and/or to enforce the
performance and observance of any obligation, agreement or covenant of Borrower hereunder or
of any other Person under any Loan Document.
No remedy herein conferred on or reserved to Lender is intended to be exclusive of
any other available remedy or remedies, but each such remedy shall be cumulative and shall be in
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

Loan Agreement (Revised Jan. 2023) 20
or failure of performance hereunder or under the Loan Documents shall impair any such right or
power or be construed to be a waiver thereof, but any such right and power may be exercised from
time to time and as often as is deemed expedient. If any term of this Agreement is breached by
Borrower and is thereafter waived by Lender, that waiver shall be limited to the particular breach
so waived, and shall not be deemed to waive any other breach. No waiver, amendment, release or
modification of this Agreement shall be established by conduct, custom or course of dealing, but
solely by a document signed by Lender. In order to entitle Lender to exercise any remedy reserved
to it in this Section, it shall not be necessary to give any notice, other than any notice be herein
expressly required.
Section 8. Additional Local and Federal Requirements Applicable to Borrower. In
addition to the Program Requirements, Borrower shall f ully comply with the following F ederal
and District requirements as they may be applicable to Borrower , the Project or the Property ,
including implementation of such requirements through handbooks, guides and notices , and all
future updates, changes and amendments thereto applicable to Borrower , the Project or the
Property, as they become effective:
(a) Compliance with Equal Opportunity Obligations in Contracts (Affirmative Action
Plan) – Mayor’s Order 1985-85;
(b) Certified Business Enterprise Requirements – D.C. Official Code § 2- 218.46 et
seq.;
(c) D.C. Human Rights Act of 1977 – D.C. Official Code § 2-1401.1 et seq.;
(d) Fair Criminal Record Screening for Housing Act of 2016 – D.C. Official Code
§ 42-3541.01 et seq.;
(e) First Source Program – D.C. Official Code § 2-219.01 et seq.;
(f) Freedom of Information Act – D.C. Official Code § 2-531 et seq.;
(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.;
(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;

Loan Agreement (Revised Jan. 2023) 21
(m) Americans with Disabilities Act of 1990 – 42 U.S.C. § 12101 et seq.;
(n) Broadband Infrastructure in HUD -Funded 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 F ederal funded grants, loans, loan guarantees, and insurance. Each
contract subject to Davis-Bacon labor standards requirements must contain in full the labor
standards clauses set forth in 29 CFR § 5.5(a) relating to minimum wages, apprentices and
trainees, withholding, payrolls and basic records, and liabilities and penalties for violations.
The mandatory Davis -Bacon contract provisions , the Federal Labor Standards Contract
Addendum (HUD Form 4010), are attached hereto as Exhibit D and incorporated herein.
The wage determination applicable to this Project is 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 the persons employe d under the contract. (29
CFR § 5.5(a)(3)(ii)(B)). Upon the request of Lender, Borrower shall provide or
shall cause its c ontractor or subcontractor to provide for Lender’s review, any
contract or subcontract upon which a certified payroll is based;
(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;

Loan Agreement (Revised Jan. 2023) 22
(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
subcontracts subject the Section 3 requirements;
(aa) Section 106 of the National Historic Preservation Act of 1966 – 16 U.S.C. § 470 et
seq., including, but not limited to, implementing regulations at 36 CFR Part 800;
(bb) Section 504 of Rehabilitation Act of 1973 – 29 U.S.C. § 794 et seq., including, but
not limited to, implementing regulations at 24 CFR Part 8;
(cc) Uniform Administrative Requirements, Cost Principles, and Audit R equirements
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, dating violence, sexual assault, and stalking. All owners and
managers shall comply with the requirements of this Act and shall use the applicable VAWA
forms, including, but not limited to , the HUD -5380 Notice of Occupancy Rights under the
Violence Against Women Act, HUD -5381 Model Emergency Transfer Plan for Victims of
Domestic Violence, Dating Violence, Sexual Assault, or Stalking, HUD -5382 Certific ation of
Domestic Violence, Dating Violence or Stalking, and Alternate Documentation, HUD -5383
Emergency Transfer Request for Certain Victims of Domestic Violence, Dating Violence, Sexual
Assault, or Stalking and HUD-91067 VAWA Lease Addendum.
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,

Loan Agreement (Revised Jan. 2023) 23
equal opportunity, accessibility and affirmative marketing requirements applicable to the Project
shall be deemed an Event of n Default.
Section 9. Conflict Of Interest/ Limit of Liability
9.1.1. Federal and District laws strictly prohibit any person who exercises or
has exercised any functions or responsibilities with respect to Lender-assisted activities or who is
in a position to participate in a decision making process or gain inside information with regard to
such activities from obtaining a financial interest or benefit from a Lender -assisted activity, or
have a financial interest in any contract, subcontract, or agreement with respect to a Lender -
assisted activity. Further, as it relates to the procurement of supplies, equipment, construction and
services, recipients and subrecipients of loan funds from Lender are held to the conflict of interest
provisions of the Program Requirements. In addition to the general conflict of interest prohibition,
these sections require that fund recipients maintain written standards of conduct governing the
performance of its employees engaged in the award and administration of contracts to address the
prohibition against any real or a pparent 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 appearance, sexual orientation, gender identity or
expression, familial status, family responsibilities, matriculation, political affiliation, genetic
information, disability, source of income, status as a victim of an intrafamily offense, place of
residence or business, and status as a victim or family member of a victim of domestic violence, a
sexual offense, or stalking. Sexual harassment is a form of sex discrimination, which is also
prohibited by the Human Rights Act and is prohibited by Mayor’s Order 2017- 313 (Sexual
Harassment Policy, Guidance and Procedures). In addition, harassment based on any of the above
protected categories is also prohibited by the Human Rights Act..
Section 11. Freedom of Information Act.
11.1 The District of Columbia Freedom of Information Act of 1976, Pub. L. 90-614 D.C.
Official Code §§ 2-531-539 (the “FOIA ”) provides for the disclosure of public information.
Specifically, the law provides that “any person has a right to inspect, and at his or her discretion,
to copy any public record except as expr essly exempted by the FOIA. Further, a “ public record”
has been defined by the District of Columbia Public Records Management Act of 1985 as “ any
document, book, photographic image, electronic data recording paper, 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.

Loan Agreement (Revised Jan. 2023) 24
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 and payable by Borrower on demand therefor, as
additional payments hereunder, with interest thereon as provided in Section 13.2. In addition,
notwithstanding anything in this Agreement to the contrary, if Borrower defaults under any term
of this Agreement, and Lender employs attorneys or incurs other expenses for collection of
amounts due hereunder or enforcement of performance or observance of any obligation or
agreement by Borrower herein, Borrower shall on demand therefor pay to Lender all Attorneys’
Fees and Costs.
13.2. Interest on Additional Payments and Reimbursements . Without limiting any
other terms for the payment of interest, additional interest, late charges, premiums or like charges
under the Loan Documents, in any instance in which any sum other than principal, premium (if
any), and interest is due from Borrower to Lender as a direct payment, reimbursement or otherwise,
and no specific provision is made as to the payment of interest thereon or the rate of interest thereon
is not otherwise specified, the sum shall bear interest from the date on which it becomes due until
paid in full at the Default Interest Rate (as defined in the Note).
13.3. Indemnification of Lender.
13.3.1. Claims in Connection with the Project. Except where it is the result of
Lender’s gross negligence or willful misconduct, (a) Borrower shall protect, indemnify, and save
harmless Lender, its employees , agents and representatives against and from all claims incurred
by, or asserted or imposed against, any of them, and any loss or expense (including all Attorneys’
Fees and Costs) in connection therewith, due to Lender’s participation in the financing of the
Project, any accident, injury (including death) or damage to any Person or property, however

Loan Agreement (Revised Jan. 2023) 25
caused, resulting from, connected with or growing out of any act of commission or omission of
Borrower, or any agents, assignees, contractors or subcontractors of Borrower, or any use, nonuse,
possession, occupation, condition, operation, service, design, construction, acquisition,
maintenance or management of, or on, or in connection with, the Project, until this Agreement is
terminated, regardless of whether the claims are against or are sustained by Lender, it employees,
its agents or its representatives; (b) Lender shall not be liable for any damage or injury occurring
during the Loan term to Persons or property of Borrower or any of its agents or any other Person
who or which is on the Property, and Borrower hereby releases Lender from, and agrees that
Lender shall not be liable for, and Borrower, jointly and severally, shall hold Lender harmless
from, any such liability; and (c) Borrower, jointly and severally, may, and if so requested by
Lender, shall undertake to defend, at its sole expense, all claims brought against Lender or any of
Lender’s employees, agents or representatives in connection with any of the matters mentioned in
this subsection, provided that Lender gives Borrower timely Notice of and forwards to Borrower
every demand, notice, summons or other process received concerning any claim within the
purview hereof.
13.3.2. Approvals of Project . No inspections or approvals of the Project by
Lender during or after construction shall constitute a warranty or representation by Lender or any
of its agents as to the technical sufficiency, adequacy or safety of any structure or any of its
component parts, including any fixtures, equipment or furnishings, and such approvals or
inspections shall not constitute such a warranty or representation as to the subsoil conditions or
any other physical condition or feature pertaining to the Project. All acts, including any failure to
act, relating to the Project by any agent, representative or designee of Lender are performed solely
for the benefit of Lender to assure repayment of the Loan, and are not for the benefit of Borrower
or any other Person.
13.4. Nonassignability. Neither the Loan nor any disbursement thereunder may be
assigned by Borrower without Lender’s prior written consent. Neither the Loan nor any
disbursements thereunder shall be subject to the process of any court on legal action by or against
Borrower or its principals, officers, directors or shareholders or by or against anyone claiming
under or through Borrower or its principals, officers, directors or shareholders. For purposes of
this Agreement, the Loan shall remain in the custody of Lender until Borrower complies with all
provisions hereof, except that nothing herein shall be deemed to modify, affect or subordinate the
obligations heretofore given or to be given by Borrower as security for the Loan, all of which shall
be and remain in full force and effect, this Agreement being intended only as additional security
and protection for the Loan and to assure its use for the purposes intended by Lender.
13.5. Liability of Lender . All conditions of the obligations of Lender hereunder,
including any obligation to make disbursements under the Loan, are imposed solely and
exclusively for the benefit of Lender and its successors and assigns, and no other Person shall have
standing to require satisfaction of such conditions in accordance with its terms or be entitled to
assume that Lender will refuse to disburse sums under the Loan in the absence of strict compliance
with any and all thereof. No other Person shall, under any circumstances, be deemed to be a
beneficiary of such conditions, any and all of which may be freely waived in whole or in part by
Lender at any time if in its discretion it deems it desirable to do so.

Loan Agreement (Revised Jan. 2023) 26
13.6. No Partnership, Joint Venture, Agency. Borrower and Lender acknowledge that
the relationship between them created hereby and by the other Loan Documents is that of debtor
and creditor and is not intended to be and shall not in any way be construed to be that of a
partnership, joint venture, or principal and agent.
13.7. Waiver of Jury Trial/ Service of Process/ Court Costs . Borrower and Lender
agree that any lawsuit between Lender and Borrower shall be decided by a judge, without a
jury. Borrower agrees to pay all court costs and Attorneys’ Fees and Costs incurred by Lender in
connection with successfully enforcing any provision of this Agreement. Borrower hereby
irrevocably designates Registered Agent, as the true and lawful attorney of Borrower for the
purpose of receiving service of all legal notices and process issued by any court in the District of
Columbia as well as service of all pleadings and other documents related to any legal proceeding
or action arising out of this Agreement. Notwithstanding the above, Borrower shall have the right
to change its Registered Agent, in which event Borrower shall give written notice to Lender of any
such change, including a current address.
13.8. No Third Party Beneficiaries. The terms and provisions of this Agreement are for
the benefit of the parties hereto, and no other person shall have any right or cause of action on
account hereof.
13.9. Counterparts. This Agreement may be signed in counterparts, any of which
together with all executed signature pages shall constitute a fully executed and binding agreement.
13.10. Notices. All notices, requests and demands on the respective parties hereto (each ,
a “Notice”) shall be given in writing, and deemed to have been given three (3) business days after
having been sent to Lender or Borrower, as applicable, at its respective address listed below, by
regular and certified US mail, or one (1) business day after having been delivered by courier or
overnight delivery service to the appropriate party at the address listed below and with receipt for
delivery or refusal of delivery. Copies of notices to the entities listed below to receive copies shall
be sent by regular mail or electronic mail. Any party or entity may change its address to receive
notice or copies thereof by sending a written notice of the change to all other parties or entities
listed below.
If to Lender: D.C. Department of Housing and
Community Development
1909 Martin Luther King Jr. Avenue, S.E.
Washington, D.C. 20020
Attn: Director
with copy to: D.C. Department of Housing and
Community Development
1909 Martin Luther King Jr. Avenue, S.E.
Washington, D.C. 20020
Attn: General Counsel
If to Borrower: 2607 Connecticut Ave LLC
60 O Street, NW

Loan Agreement (Revised Jan. 2023) 27
Washington, DC 20001
Attention: Amoni Woodby

with copy to: Ballard Spahr LLP
1909 K Street, NW, 12th floor
Washington, DC 20006

Attention: Molly R. Bryson

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

Loan Agreement (Revised Jan. 2023) 28
13.18. Conflict with Program Requirements . In the event of a conflict between this
Agreement and the Program Requirements, the Program Requirements shall control.
13.19. Subordination. The rights of the Lender and any holder of the Note under any of
the Loan Documents (except the Affordable Housing Covenant) shall be subordinate in all respects
to the rights of the Senior Lender under the Senior Loan Documents and are subject in all respects
to the terms and provisions of the Subordination Agreement
[Remainder of page intentionally left blank]

Loan Agreement (Revised Jan. 2023) 29
IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be
executed and delivered as of the date first above written.

LENDER:

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

By: _________________________
Colleen Green
Director

Approved as to Legal Sufficiency:

By ____________________________
Name: Devin Johnson
Title: Assistant General Counsel
[Signatures continue on following page]

Loan Agreement (Revised Jan. 2023) 30

BORROWER:

2607 CONNECTICUT AVE LLC,
a District of Columbia limited liability company

By: Affordable Housing Opportunities, Inc.,
a District of Columbia nonprofit corporation

By: ____________________
Name: Troy Swanda__________________
Title: _President and CEO_________________

#4924-5920-4788 v1 A-1
4927-2237-0106, v. 3
EXHIBIT A
SUMMARY OF LOAN TERMS
[Attached]

B-1
EXHIBIT B
PROJECT BUDGET
[Attached]
DHCD- DEVELOPMENT BUDGET
TOTAL DEVELOPMENT COSTS Total Residential Units 23 Total Gross Square Footage
Source: Source: Source: Source: Source: Source:
100.0%
ACQUISITION
Building Acquisition $7,500,000 65% $326,087 $7,500,000
Land Acquisition
test
Interest Reserve $68,000 1% $2,957 $68,000
Purchase Premium Based off of Apprasia $4,000,000
35% $173,913 $4,000,000
T
otal Acquisition Costs $11,568,000 100% $502,957 $11,568,000
Type of Uses Total Budgeted Cost % of
Cost
Cost per sq
ft
Residential
PercentageCost per unit
Sources for DHCD Eligible Units/Uses
RESIDENTIAL Non-
Residential
Percentage
DHCD Form 202 (rev. November 2021) 1
Source Amount $/Unit $/SF % Use Amount $/Unit $/NSF %
First Mortgage/Bonds -$
-$
0.00% Total Acquisition Costs 11,568,000$ 502,957$ -$
100.00%
DHCD -$
-$
0.00% Total Construction Costs -$
-$
-$
0.00%
LIHTC Equity -$
-$
0.00% Total Soft Costs -$
-$
-$
0.00%
Amazon HEF -$
-$
0.00% Total Financing Costs -$
-$
-$
0.00%
SOME Loans/ GAP -$
-$
0.00% Developer fee -$
-$
-$
0.00%
LISC -$
-$
0.00% Reserves -$
-$
-$
0.00%
-$
-$
0.00%
-$
-$
0.00%
Total Construction Sources -$
-$
-$
0.00% Total Construction Uses 11,568,000$ 502,957$ -$
100%
Surplus
Source Amount $/Unit $/SF % Use Amount $/Unit $/NSF %
First Mortgage 622,670$
27,073$
-$
5.38% Total Acquisition Costs 11,568,000$ 502,957$ -$
100.00%
Amazon Perm Loan 4,124,361$ 179,320$ 35.65%
Deferred Developer Fee -$
-$
-$
0.00% Total Construction Costs -$
-$
-$
0.00%
SOME Loans (Other Res Debt) 1,820,969.35$ 79,173$
-$
15.74% Total Soft Costs -$
-$
-$
0.00%
Federal LIHTC Equity -$
-$
-$
0.00% Total Financing Costs -$
-$
-$
0.
00%
DC LIHTC Equity -$
-$
0.00% Total Developer's Fee -$
-$
-$
0.00%
Other Equity Sources -$
-$
-$
0.00% Total Reserves and Escrows -$
-$
-$
0.00%
HPTF Funds 5,
000,000$ 217,391$
-$
43.22%
Total Permanent Sources 11,568,000$ 502,956.52$ -$
100.00% Total Permanent Uses 11,568,000$ 502,957$ -$
100.00%
CONSTRUCTION SOURCES AND USES
PERMANENT SOURCES AND USES
SUMMARY SOURCES AND USES OF FUNDS
DHCD Form 202 (rev. November 2021)

C-1
EXHIBIT C
CONSTRUCTION DRAW SCHEDULE
Not Applicable

D-1
EXHIBIT D
FEDERAL LABOR STANDARDS CONTRACT ADDENDUM
Not Applicable.

E-1
EXHIBIT E
DAVIS-BACON WAGE DETERMINATION
Not Applicable.

F-1
EXHIBIT F
SECTION 3 CONTRACT ADDENDUM

G-1
EXHIBIT G
DEVELOPMENT TEAM DEBARMENT AFFIDAVIT
[Attached]
PROJECT/CONTRACT ELIGIBILITY AFFIDAVIT 1
AUTHORIZED REPRESENTATIVE
I HEREBY AFFIRM THAT I am the President & CEO and the duly
authorized representative of SOME, inc. 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 _o_om_e_s_tic _______ _
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:
SOME, Inc.
71 O Street NW
Washington, DC 20001
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 ofmy 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 ofmy 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.
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.
D 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
Tracey Peranich 05/21/2026
SOME, Inc.
Signature of Representative
Troy Swanda
President & CEO
05/21/2026

H-1
EXHIBIT H
INSURANCE REQUIREMENTS

J-1
4927-2237-0106, v. 3
EXHIBIT I
CERTIFICATION OF BORROWER’S REPRESENTATIONS AND WARRANTIES

[Attached]

J-2
4927-2237-0106, v. 3
EXHIBIT J
FORM OF FINAL LOAN
REDUCTION CERTIFICATE
Not Applicable.
K-1
EXHIBIT K
FORM OF NET CASH FLOW
CALCULATION WORKSHEET
[not applicable]
L-1
EX
HIBIT L
MODIFICATIONS TO LOAN AGREEMENT
[not applicable]

#4924-5920-4788 v1
4927-2237-0106, v. 3
RIDER 1
LOW-INCOME HOUSING TAX CREDIT PROVISIONS
Not Applicable.