Proposed Contract No. 2025-53 with Flats at South Capitol LLC

MURIELBOWSERMAYOR
June24,2026
Honorable PhilMendelson
Chairman
Councilofthe Districtof Columbia
JohnA.WilsonBuilding1350 PennsylvaniaAvenue, NW, Suite504
Washington, DC 20004
DearChairmanMendelson:
Pursuanttosection451oftheDistrictofColumbiaHome RuleAct(D.C.OfficialCode§ 1-204.51)enclosedforconsiderationandapprovalbytheCounciloftheDistrictofColumbiaisproposedContractNo.2025-53withFlatsatSouthCapitolLLC loanintheamountof$26,206,679.
Undertheproposedcontract,theDistrictwillloan$26,206,679toFlatsatSouthCapitolLLC,ofwhich$23,602,679isfundedfromtheHousingProductionTrustFund("HPTE")(notedasContractNo.CA26-0145,previouslyapprovedbytheCounciloftheDistrictofColumbiaasofMay 11,2025)and$3,000,000isfundedfromtheHOME InvestmentPartnershipProgram(HOME Program").FlatsatSouthCapitolLLCwillusetheHPTFandHOME Programloanproceedstofinancetheeligibleacquisitioncosts,predevelopmentcosts,constructionhardcostsandsoftcostsassociatedwiththedevelopmentof106unitsofaffordablehousingat3838SouthCapitolStreetSEinWard8.
Myadministrationisavailabletodiscussanyquestionsyouhaveregardingtheproposedcontract.Inordertofacilitatearesponsetoanyquestionsyoumayhave,pleasehaveyourstaffcontact,ChristopherEarley,DeputyDirector,DepartmentofHousingandCommunityDevelopment,atchris.earley@dc.govorat(202)442-7158.
[lookforwardtotheCouncil’sfavorableconsiderationofthiscontract.
Sincerely,
MutielBawser
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: Flats at South Capitol LLC

Contract Amount: $26,602,679, of which $23,602,679 is funded from HPTF and $3,000,000 is
funded from HOME Investment Partnership Program funds (note the loan
agreement included in this package will supersede the loan agreement
approved as Contract No. CA26-014, previously approved by the Council
of the District of Columbia as of May 11, 2025).

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 $26,602,679 loan to Flats at South Capitol LLC ($23,602,679 - HPTF;
$3,000,000 - HOME) for the purpose of financing certain eligible acquisition costs,
predevelopment costs, soft costs and construction hard costs associated with
106 affordable housing units located at 3838 South Capitol Street, SE in Ward 8.

(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 costs, predevelopment costs, soft costs and construction
hard costs associated with 106 affordable housing units located at 3838 South Capitol Street,
SE in Ward 8.

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:
Kaye Stern Properties and Dantes Partners, along with NFP Affordable Housing Corp
plan to construct a ground-up affordable residential project at 3838 South Capitol
Street, SE in Washington, DC. Currently, the site is underdeveloped with two small
multifamily assets totaling thirty (30) units. The sponsors intend to demolish the
existing structures and construct a new l06-unit affordable housing community that will
improve the living conditions of the existing tenants and provide other DC residents
with a new option for modern and affordable housing.

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

(E) Performance standards and the expected outcome of the proposed contract:
In January 2025, DHCD’s loan review committee recommended approval of the original
$23,602,679 HPTF loan to Flats at South Capitol LLC (controlled by Kaye Stern
Properties, Dantes Partners and NFP Affordable Housing Corp). Subsequently, in Q2 FY
2026, the development team requested an additional $3,000,000 in development financing
due to project cost increase drivers inclusive of i) higher construction costs driven by
tariffs and inflation, ii) a reduction in federal LIHTC equity due to a pricing reduction
between January 2025 and April 2026 and iii) higher interest costs (both predevelopment
and construction).

Based on these increases, the developers of Flats at South Capitol requested an
additional $3,000,000 in development financing. DHCD is recommended this
additional request to be funded from HOME Investment Partnership Program funds.

(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 additional proceeds of the loan will be funded from HOME
Investment Partnership Program funds. Attached is the certification
demonstrating that the proposed loan is consistent with the District’s
financial plan and budget.

Page 2 of 3

(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.

(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.):

Flats at South Capitol 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: April 22, 2026 L0016570207Notice Number:
FEIN: **-***0177
Case ID: 18937902

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
FLATS AT SOUTH CAPITOL LLC
1121 12TH ST NW
WASHINGTON DC 20005-4632
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

C
As reported in the Clea
reported in the Cle
iability with the District o
ility with the Di
vices. As of the date abov
ices. As of the date abov
ertificate of Clean Hands
ertificate of Clean Hand
TITLE 47. TAXATION, L
TLE 47. TAXATION,
CHAP
CHAP
PTER II. CLEAN HAND
PTER II. CLEAN HAN
D.C. CO
D.C. CO
PROHIBITION AGAINS
ROHIBITION AGAIN
Initial File #: L00007330571
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
Flats at South Capitol LLC
WE FURTHER CERTIFY that the domestic filing entity is formed under the law of the District on
04/04/2022; 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 04/17/2026 10:13 AM
Muriel Bowser
Mayor

Tracking #: C2026CT0075908
Business and Professional Licensing Administration

AFFIDAVIT REGARDING DEBARME!
4 Buwa Binitie ,hereby attestthatallmembers
of thedevelopmentteam,who arelistedbelow,arenotlistedintheListofParties
Excluded from FederalProcurement or Non-Procurement Programs.
DEVELOPMENT TEAM
Developer: FlatsatSouthCapitolLLC
Consultant(s):
ManagementAgent: DPManagementd/b/aFariaManagement

Attorney: RenoandCavanaughPLLC
Engineer(s): WilesMenschCorporation
Architect(s): TortiGallasUrban
ConstructionContractor: BozzutoContractors.Inc
Other(s):
Ifurtherattestthatnoprincipal,majorstockholder,officer,ordirectorofa developmentteammemberisdebarredfromparticipatinginafederalprocurementornon-procurementprogram.

AuthorizedAgent
Title
SwornandsubscribedtobeforeMe this2O™ dayof.
April .2026
: /).

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

MEMORANDUM
TO: Muriel E. Bowser
Mayor
THRU: Michael T. Spencer, General Counsel
Department of Housing and Community Development
FROM: Gita F. Sankano, Assistant General Counsel
Department of Housing and Community Development
DATE: May 8, 2026

SUBJECT: Proposed Loan Contract in an aggregate principal amount not to exceed
Twenty-Six Million Six Hundred Two Thousand Six Hundred Seventy-Nine
and 00/100 Dollars ($26,602,679.00) (the “Loan”) to Flats at South Capitol
LLC (the “Borrower”)
The proposed Loan in an amount not to exceed Twenty-Six Million Six Hundred Two Thousand
Six Hundred Seventy-Nine and 00/100 Dollars ($26,602,679.00) representing a loan under the
Housing Production Trust Fund (“ HPTF Program”) in the amount of Twenty-Three Million Six
Hundred Two Thousand Six Hundred Seve nty-Nine and 00/100 Dollars ($23,602,679.00) and
representing a loan under the HOME Inves tment Partnerships Program (“HOME Loan”) in the
amount of Three Million and 00/100 Dollars ( $3,000,000.00). The Loan proceeds will finance
eligible project development expe nses, including acquisition costs, soft costs, and construction
hard costs, related to the new construction of 106 rental housing units at that certain real property
located at 3848 South Capitol Street, SE, Washington, DC 20032 (the “Project”). All 106 Project
y Deve
l
evelopm

units shall be reserved as affordable housing un its (the “Reserved Units”). Twenty-Two (22) of
the Reserved Units will be occupied by households at or below 30% of the Median Family Income
(“MFI”), Seventy-Two (72) of the Reserved Units will be occupied by households at or below 50%
of the MFI, and Twelve (12) of the Reserved Units will be occupied by households at or below
60% of the MFI. The Project affordability restrictions shall be enforced by a 40-year affordability
covenant.

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

cc: Colleen Green, Director
Christopher Earley, Deputy Director

Page 1 of 4
GOVERNMENT OF THE DISTRICT OF COLUMBIA
PROFILE SUMMARY
(CONTRACTs TO PURCHASE, SELL, ACQUIRE, TRANSFER, LEASE OF REAL
PROPERTY/ EXCLUSIVE RIGHT AGREEMENTs/LOANs & GRANTs OVER $1M/INTRA-
DISTRICTs)
Contracting Agency: Dept. Housing and Community Development Agency Code:
Using Agency: Dept. Housing and Community Development Agency Code:
Loan/Grant/Lease Sub-recipient Name: Flats at South Capitol LLC
Should the D.C. Council have any questions regarding this loan/grant/lease, please contact:
Project Managers: Bernard Guzman Telephone Number: (202) 442-4482
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:
Flats at South Capitol LLC
6. Other:
LOAN/GRANT TYPE
1. Grant 4. Cost Reimbursement
2. Loan Price




LQ+37)

3,000,000
+20(,QYHVWPHQW3DUWQHUVKLS
3URJUDPIXQGV
5. Time and Material
3. Task Order 6. Advance Payment
Page 2 of 4
GRANT/LOAN/LEASE INFORMATION
Grant/Loan/Lease No. : _DHCD Amount:
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.:
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: H20(
If procurement action is funded by grant or other non-capital or non-appropriated funds, will the
District need to expend some portion of its funds prior to receiving funds from the grantor or
other funding source?
Yes ; N/A
If Yes, indicate the amount the District will need to expend and the percentage this amount
represents of the total funds required to support the effort. District Funds $



LQ+37)
3,000,000

+20(,QYHVWPHQW3DUWQHUVKLS3URJUDPIXQGV
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?
,I\HVQDPHRI3UHGHFHVVRU$IILOLDWH
$IILOLDWHVRUMRLQWYHQWXUHVRIWKHHQWLWLHVLQYROYHGLQ)ODWVDW
6RXWK&DSLWRO//&KDYHEHHQLQYROYHGLQWKHGHYHORSPHQWRIPXOWLSOH'+&'VXSSRUWHGSURMHFWV
5. Is a former District employee an owner, officer, or affiliate of the subrecipient?
If Yes, Name and Affiliation:
Please discuss any other critical issues such as time constraints; health and safety issues; or
financial/revenue production issues that should be known. 1$
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 certifythatthisadditionalproposedfinancingby theDepartmentofHousingandCommunity
Development(DHCD)tobeprovidedtoFlatsatSouthCapitolLLC intheamountof$3,000,000
from HOME InvestmentPartnershipProgramfundswillfinanceeligibleacquisitioncosts,
predevelopmentcosts,softcosts,andconstructionhardcostsassociatedwiththedevelopmentofa 106
unitaffordablehousingcommunitylocatedat3838SouthCapitolStreetSE inWard8,andisin
compliancewiththeapplicableFederalandDistrictofColumbiaRegulationsandDHCD’spoliciesand
progédufes.
(of '|/202
‘ollee Date
Diféctor,DHCD
Cnithephe.Cathay — 5/29/2026
ChristopherEarley Date
Deputy Director,DHCD
ThavereviewedthisSaleLeasebackactionandhavedeterminedthatitiswithintheDistrict'sFinancialPlanandBudgetforFY2026 __andthatfundsareavailabletosupporttheaction.
BethanySpoonerpxt‘stacarortoss0200
BethSpooner Date
AgeneyFiscalOfficer,HCD

DETERMINATION
IhavereviewedthisproposedloanandhavedeterminedthatitiswithintheDistrict’sFinancial
Planand Budget forFY 2026 and thatfundsareavailabletosupporttheaction.
L C | || Digitallysignedby LeroyClayIII
ero y a y J Date:2026.06.01 12:04:41-04'00'
LeroyClay,IIT Date
AssociateChiefFinancialOfficer
EconomicDevelopmentandRegulationCluster
Page 4 of 4

1

LOAN AGREEMENT
between
FLATS AT SOUTH CAPITOL LLC,
a District of Columbia limited liability company
as Borrower
and
DISTRICT OF COLUMBIA,
a municipal corporation,
acting by and through the DEPARTMENT OF
HOUSING AND COMMUNITY DEVELOPMENT
as Lender

Dated as of , 2026

DHCD Contract No. 2025-53
Project Name Flats at South Capitol

Loan Agreement (Revised Jan. 2023) i

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

Loan Agreement (Revised Jan. 2023) ii

6.4. Inspection .............................................................................................................. 19
6.5. Maintenance and Repair ....................................................................................... 19
6.6. Obstructions .......................................................................................................... 20
6.7. Permits, Licenses .................................................................................................. 20
6.8. Structural Injury, Nuisance, Waste and Other Prohibited Uses ............................ 20
6.9. Compliance with Laws ......................................................................................... 20
6.10. Reporting............................................................................................................... 20
6.11. Records and Retention .......................................................................................... 21
6.12. Payment of Obligations ......................................................................................... 21
6.13. Notices .................................................................................................................. 22
6.14. Further Assurances................................................................................................ 22
6.15. Fees of Lender’s Agents ....................................................................................... 22
6.16. Performance of Other Agreements ....................................................................... 22
6.17. Acknowledgement of Lender Financing ............................................................... 22
6.18. Property Management ........................................................................................... 22
6.19. Affordability Covenants ........................................................................................ 23
6.20. Hazardous Materials Indemnity ............................................................................ 23
Section 7. Default; Remedies ................................................................................................. 24
7.1. Defaults ................................................................................................................. 24
7.2. Remedies of Lender on Event of Default ............................................................. 25
7.3. No Remedy Exclusive; Delays or Omissions; Waiver of Breach ......................... 27
Section 8. Additional Local and Federal Requirements Applicable to Borrower ................. 28
Section 9. Conflict Of Interest/ Limit of Liability ................................................................. 30
Section 10. Notice of Non-Discrimination .............................................................................. 31
Section 11. Freedom of Information Act ................................................................................. 31
Section 12. Antideficiency Act Limitations............................................................................. 32
Section 13. Miscellaneous ..................................................................................................... .. 32
13.1. Reimbursement of Disbursements Made or Other Costs Incurred by Lender ...... 32
13.2. Interest on Additional Payments and Reimbursements ........................................ 32
13.3. Indemnification of Lender .................................................................................... 32
13.4. Nonassignability ................................................................................................... 33
13.5. Liability of Lender ................................................................................................ 33
13.6. No Partnership, Joint Venture, Agency ................................................................ 33
13.7. Waiver of Jury Trial/ Service of Process/ Court Costs ......................................... 33
13.8. No Third Party Beneficiaries ................................................................................ 34
13.9. Counterparts .......................................................................................................... 34
13.10. Notices ................................................................................................................ .. 34
13.11. Amendment ........................................................................................................... 35
13.12. Survival of Agreements ........................................................................................ 35
13.13. Entire Agreement; Successors and Assigns; Time of Essence ............................. 35

Loan Agreement (Revised Jan. 2023) iii

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

The following exhibits and riders attached hereto are incorporated into and deemed part of this
Agreement.
Exhibits
Exhibit A Summary of Loan Terms
Exhibit B Project Budget
Exhibit C Construction Draw Schedule
Exhibit D Federal Labor Standards Contract Addendum
Exhibit E Davis-Bacon Wage Determination
Exhibit F Section 3 Contract Addendum
Exhibit G Development Team Debarment Affidavit
Exhibit H Insurance Requirements
Exhibit I Certification of 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 _______,
2026 from FLATS AT SOUTH CAPITOL LLC, a District of Columbia limited liability company
(“Borrower”), and the DISTRICT OF COLUMBIA , a municipal corporation, acting by and
through the DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
(“Lender”).
RECITALS
A. Borrower owns the real property in the District of Columbia located at 3848 South
Capitol Street, SE, Washington, DC 20032;
B. Borrower has applied to Lender for a loan in a total principal amount not to exceed
Twenty-Six Million Six Hundred Two Thousand Six Hundred Seventy-Nine and 00/100 Dollars
($26,602,679.00) (the “Loan”) representing a loan under the Housing Production Trust Fund
(“HPTF Program”) in the amount of Twenty-Three Million Six Hundred Two Thousand Six
Hundred Seventy-Nine and 00/100 Dollars ($23,602,679.00) and representing a loan under the
HOME Investment Partnerships Program (“HOME Loan”) in the amount of Three Million and
00/100 Dollars ($3,000,000.00), 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

Loan Agreement (Revised Jan. 2023) 2

meaning as “Reserved Unit” as used in the HPTF Program Requirements. Notwithstanding any
provision to the contrary, an Over-Income Tenant (a s such term is defined in the Affordable
Housing Covenant) may occupy an Affordable Unit, however, once such tenant vacates an
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 prepared and executed by
Borrower and submitted to Lender, which certifies that all Affordable Units have been rented
exclusively to Qualified Tenants at rent levels consistent with the Affordable Housing Covenant
and the Program Requirements. The Annual Owner 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.
“Change Order” has the meaning set forth in Section 4.5.7.
“Closing Date” means the date of this Agreement.
“Completion Date” means the first day of the 28th month after the Closing Date, subject
to completion delays that are allowed in the Construction Contract, as may be extended with the
prior written consent of Lender.
“Construction Contract” means the agreement to be entered into between Borrower as
owner and the Contractor for the Project.
“Construction Draw Schedule” means the Lender-approved draw schedule attached hereto
as Exhibit C and incorporated herein.
“Contractor” means the general contractor for the Project and its successors and assigns.
“Cost Savings” has the meaning set forth in Section 4.8.1(4).
“Deed of Trust” means those certain Deeds of Trust, Assignment of Leases and Rents and
Security Agreement delivered from Borrower to Lender’s trustee for the benefit of Lender, and

Loan Agreement (Revised Jan. 2023) 3

will be recorded in the land records of the District of Columbia to secure the Loan as evidenced
by the Note.
“Draft Loan Reduction Calculation” has the meaning set forth in Section 4.8.1(4).
“Due Diligence and Closing Checklist” has the meaning set forth in the Loan Commitment.
“Equity Investor" has the meaning set forth in the LIHTC Rider attached hereto at Rider
1.
“Event of Default” has the meaning set forth in Section 7.1.
“Excess Proceeds” has the meaning set forth in Section 4.8.1(4).
“Fifty Percent (50%) Completion” means the date on which fifty percent (50%) of the
construction and/or rehabilitation of the Project, and all improvements, have been completed, in a
good and workmanlike manner, defect-free and free from mechanic’s and materialmen’s liens, and
in accordance with all applicable laws and codes, the Plans and Specifications, the relevant Loan
Documents and all environmental remediation laws, as evidenced by a signed certificate from the
Architect, which certificate may be included as part of the Payment Request delivered to Lender,
indicating that fifty percent (50%) of the construction and/or rehabilitation of the Project, and all
improvements, have been completed in accordance with all applicable laws and codes, the Plans
and Specifications, the relevant Loan Documents and all environmental remediation laws.
“Fifty Percent (50%) Completion Meeting” means the progress meeting convened by
Lender following Fifty Percent (50%) Completion.
“Final Loan Reduction Calculation” has the meaning set forth in Section 4.8.1(4).
“Final Loan Reduction Certificate” means that certain certificate prepared and executed by
Borrower, in substantially the form attached hereto as Exhibit J, which certifies the amount of
Final Loan Reduction Calculation in accordance with Section 4.8.1(4).
“Financing Statements” means the UCC financing statements, evidencing the Loan, that
shall be recorded in the land and chattel records, as applicable, of the District of Columbia to secure
Lender’s lien on the fixtures and equipment located at the Property.
“Fiscal Year” means the fiscal year of Borrower, which is January 1 to December 31.
“FOIA” has the meaning set forth in Section 11.1.
“Hazardous Materials” means any substance (i) the presence of which requires
investigation, remediation, or special handling under any Federal, state or local statute, regulation,
ordinance, order or policy; or (ii) is or becomes a “hazardous substance” or “hazardous waste”
under any Federal, state or local statute, 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,

Loan Agreement (Revised Jan. 2023) 4

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(4).
“Lender” has the meaning set forth in the Preamble.
“Lender Retainage” means an amount equal to the lesser of ten percent (10%) of the
Construction Contract or ten percent (10%) of the Loan amount that shall be reserved until the
final disbursement of Loan proceeds. As set forth in Exhibit A, the Lender Retainage for this
Project is $2,660,268.00.
“Loan” has the meaning set forth in the Recitals.
“Loan Commitment” means Lender’s letter of conditional commitment, and any
modifications thereto. In the event of a conflict in terms between this Agreement and the Loan
Commitment, this Agreement shall control.
“Loan Documents” means, collectively, this Agreement, the Note, the Deed of Trust, the
Affordable Housing Covenant, the Financing Statements, the Loan Commitment and any other
documents required by Lender from Borrower, as a condition precedent to disbursing the Loan
proceeds or to evidence or secure this Loan. All Loan Documents shall be incorporated herein by
reference.
“Loan Term” means the term of the Loan from the Closing Date to the Maturity Date.
“Median Family Income” or “MFI” means the median family income for a Household of
four (4) persons in the “Washington Metropolitan Statistical Area” as periodically published by
HUD, and adjusted for Household size without regard to any adjustments made by HUD for the
purposes of the programs it administers, as may be adjusted by Lender to establish income limits
pursuant to the Program Requirements. MFI is also known as Area Median Income or AMI.
Notwithstanding anything to the contrary herein, the maximum Household income for a Qualified
Tenant at eighty percent (80%) MFI shall be adjusted pursuant to Section 42(g)(4) of the Internal
Revenue Code.

Loan Agreement (Revised Jan. 2023) 5

“Net Cash Flow Calculation Worksheet” means that certain worksheet prepared and
executed by Borrower, in substantially the form attached hereto as Exhibit K, which demonstrates
Borrower’s annual calculation of Net Cash Flow (as such term is defined in the Note) and payments
owed to Lender pursuant to the Note.
“Note” means those certain Deed of Trust Notes 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 Amended and Restated Operating Agreement of
Borrower, dated as of Closing Date, as may be amended.
“OPM” has the meaning set forth in Section 4.7.1.
“Other Contingency Use” has the meaning set forth in Section 4.5.7.
“Payment Request” has the meaning set forth in Section 4.4.
“Permanent Loan Closing Date” has the meaning set forth in Section 4.8.1(4).
“Permitted Encumbrances” has the meaning set forth in the Deed of Trust.
“Permitted Transfer” means the transfers permitted in accordance with Section 1.11 of the
Deed of Trust.
“Person” means a natural person, trustee, corporation, partnership, limited liability
company or other legal entity.
“Plans and Specifications” means the plans and specifications approved or to be approved
by Lender for the Project.
“Program Requirements” means, collectively
6 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.

Loan Agreement (Revised Jan. 2023) 6

6 The requirements of the Local Rent Supplement Program, including, but not limited to, the
Federal and District of Columbia Housing Choice Voucher Program rules and regulations at 24
CFR Parts 982 and 983, and 14 DCMR Chapters 49, 51, 53, 54, 56, 59, 61, 93 and 95. The Local
Rent Supplement Program is administered by the District of Columbia Housing Authority.
6 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 § 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.
6 The requirements of the HOME Investment Partnerships Program, including, but not
limited to, the Federal rules and regulations at 24 CFR Part 92 and the HOME Written
Agreement by and between Borrower and Lender, dated as of substantially even date
herewith.
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.

Loan Agreement (Revised Jan. 2023) 7

“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
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 Corporation Service Company, with an address at 1090
Vermont Avenue NW, Washington, DC 20005.
“Rent” means the occupancy charge for each housing unit and any commercial or retail
space, if applicable, in the Project pursuant to a proprietary lease, lease or other occupancy
agreement between the tenant and Borrower.
“Returned Funds” has the meaning set forth in Section 4.8.1.
“Satisfaction Letter” has the meaning set forth in Section 4.7.9.
“Senior Lender” has the meaning set forth in the Deed of Trust.
“Senior Loan” means any loan from a Senior Lender, as evidenced by a promissory note,
and other instruments, agreements and documents by and between Borrower and Senior Lender,
to evidence, secure or guarantee the repayment of the Senior Loan.
“Senior Loan Documents” means all of the financing documents entered into between
Borrower and the Senior Lender to evidence the Senior Loan.
“Seventy-Five Percent (75%) Completion” means the date on which seventy-five percent
(75%) of the construction and/or rehabilitation of the Project, and all improvements, have been
completed, in a good and workmanlike manner, defect-free and free from mechanic’s and
materialmen’s liens, and in accordance with all applicable laws and codes, the Plans and
Specifications, the relevant Loan Documents and all environmental remediation laws, as evidenced
by a signed certificate from the Architect, which certificate may be included as part of the Payment
Request delivered to Lender, indicating that seventy-five percent (75%) of the construction and/or
rehabilitation of the Project, and all improvements, have been completed in accordance with all
applicable laws and codes, the Plans and Specifications, the relevant Loan Documents and all
environmental remediation laws.
“Subordinate Lender” has the meaning set forth in the Deed of Trust.

Loan Agreement (Revised Jan. 2023) 8

“Subordinate Loan” means any loan from a Subordinate Lender, as evidenced by a
promissory note, and other instruments, agreements and documents by and between Borrower and
Subordinate Lender, to evidence, secure or guarantee the repayment of a Subordinate Loan.
“Subordinate Loan Documents” means all of the financing documents entered into between
Borrower and a Subordinate Lender to evidence a Subordinate Loan.

“UCC” has the meaning set forth in Section 7.2.7.
“VAWA” has the meaning set forth in 1)a)i)(1)(a)(z)
Section 2. Loan.
2.1. Generally.
2.1.1. Use and Purpose. Borrower agrees to borrow from Lender, and Lender
agrees to lend to Borrower, the Loan proceeds; such Loan proceeds shall be used by Borrower for
the uses specified in the Project Budget, subject to Section 2.2 herein, and subject to all of the
terms, provisions and conditions of this Agreement.
2.1.2. Expenses and Disbursements Secured by Deed of Trust . The Loan
proceeds, Attorneys’ Fees and Costs (if any) and all other Loan expenses, as and when disbursed
or incurred by Lender, will be secured by the Deed of Trust.
2.2. Making of Payments . All payments (including prepayments) of principal of, or
interest on, the Loan, shall be made in accordance with the terms of the Note. All such payments
shall be made without any set-off or counterclaim, and free and clear of any restrictions or
conditions, and free and clear of and without deduction for or on account of, any present or future
taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any nature now or
hereafter imposed by any governmental or other authority.
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 Loan, 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

Loan Agreement (Revised Jan. 2023) 9

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
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.

Loan Agreement (Revised Jan. 2023) 10

(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. Subsequent Disbursements:
4.2.1. Following the initial disbursement, Lender shall retain the balance of the
Loan proceeds to fund subsequent disbursements in accordance with the Project Budget and the
Construction Draw Schedule, subject to the requirements set forth in Sections 4.4 and 4.5.
4.2.2. Lender will make subsequent disbursements of the Loan proceeds to
Borrower in the form of an Automated Clearing House (ACH) payment.
4.2.3. Lender will make subsequent disbursements of the Loan proceeds to
Borrower in a timely manner, subject to the requirements set forth in Sections 4.4 and 4.5.
4.3. Final Disbursement: The conditions for the final disbursement of Loan proceeds
are further described in Section 4.7, and Lender’s ability to withhold a portion of funds from the
final disbursement is further described in Section 4.8.
4.4. Payment Procedures and Requirements : Borrower shall submit to Lender a
fully executed, complete, and accurate disbursement or draw request package (the “ Payment
Request”), as hereafter described, at least thirty (30) days before the date funding is being
requested. Payment procedures and requirements are as follows:
4.4.1. Borrower’s submission of the Payment Request must document eligible
costs in accordance with the Project Budget and Construction Draw Schedule, as the same may be
adjusted from time-to-time as construction progresses with Lender approval, if applicable.
4.4.2. Borrower shall create and submit Payment Requests in an electronic
format through the DC Vendor Portal or a successor system. The DC Vendor Portal is an online
system that allows Borrower/vendor to create and submit invoice packages by selecting the
applicable purchase order number. All Borrowers/vendors must be registered in the portal prior to
invoice submission. Additional details and instructions are available on the portal website.
4.4.3. Each Payment Request must be submitted in the form of a proper invoice
package to Lender, including all required forms and documents, in accordance with Lender’s most
recent published guidelines. Per Lender’s published guidelines and in accordance with Section 4.5,
Lender may require additional substantiating documentation be included as part of the Payment

Loan Agreement (Revised Jan. 2023) 11

Request submitted through the DC Vendor Portal or shared separately utilizing Lender’s cloud
platform for construction period monitoring.
4.4.4. Each Payment Request shall include the Certification of Borrower’s
Representations and Warranties, attached hereto at Exhibit I and incorporated herein, and shall be
submitted through the DC Vendor Portal. The Payment Request shall also contain all details
concerning the Project which Lender reasonably requires, and adequate supporting documentation
to substantiate every expenditure that Lender is requested to fund.
4.4.5. If the Loan proceeds will be used to fund construction costs, the Payment
Request must include a copy of the Contractor’s application for payment to Borrower, signed by
the Architect and confirmed by Lender’s inspector, on notarized AIA Forms G702 and G703 or
other forms acceptable to Lender. The Contractor’s application for payment shall be subject to the
Senior Lender’s retainage requirements, as applicable.
4.4.6. Disbursements shall be made within thirty (30) days of Lender’s receipt
of a proper Payment Request.
4.4.7. Lender shall not be required to disburse more frequently than once every
thirty (30) days.
4.4.8. Regardless of whether Borrower is requesting a disbursement of Loan
proceeds for a particular month, Borrower shall provide Lender with a copy of each disbursement
or draw request submitted to the Senior Lender or other financing parties on a monthly basis. This
copy shall include the monthly application for payment from the Contractor and documentation
for all other expenditures for which funding from other parties is being requested.
4.5. Conditions Precedent to Subsequent Disbursements . Lender’s obligation to
make any disbursements hereunder shall be subject to the procedures and requirements in
Sections 4.4 and Borrower’s satisfaction of the following conditions, as determined by Lender in
its sole discretion:
4.5.1. Confirmation that any outstanding items on the Due Diligence and
Closing Checklist have been provided to Lender, including final executed and recorded documents
that were not available at the time of initial disbursement. Lender shall be in receipt of a final
electronic closing binder.
4.5.2. Lender has held a preconstruction meeting for the Project and issued a
Notice to Proceed to Borrower and Contractor.
4.5.3. Following Fifty Percent (50%) Completion as determined by the
Architect, Lender shall hold a Fifty Percent (50%) Completion Meeting. The Fifty Percent (50%)
Completion Meeting must be conducted to Lender’s satisfaction and any outstanding compliance
concerns must be addressed before Lender shall make disbursements subsequent to Fifty Percent
(50%) Completion.
4.5.4. Field progress meetings shall be held on a regularly scheduled monthly
basis. Borrower, Contractor, Architect, and all necessary subcontractors shall agree on the

Loan Agreement (Revised Jan. 2023) 12

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

Loan Agreement (Revised Jan. 2023) 13

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

Loan Agreement (Revised Jan. 2023) 14

(4) There are no outstanding crosscutting compliance violations for District
external agencies such as First Source, apprenticeship, minimum wage and
Certified Business Enterprises.
4.7.2. Updated Form 202, including comparison to the Project Budget as of the
Closing Date. If requested by Lender, satisfactory Change Order and Other Contingency Use
documentation must also be submitted.
4.7.3. Draft third party cost certifications for the Project from Borrower and
Contractor.
4.7.4. Completion of a final, in-person site visit by Lender’s inspector to
confirm all work was completed in accordance with approved Plans and Specifications. Final
approval of the Project in accordance with the Plans and Specifications, as built, is required.
4.7.5. A completed and notarized Contractor’s Certificate and Release Form
from Borrower.
4.7.6. Final waivers and releases of liens from the Contractor and first-tier
subcontractors and suppliers that have furnished labor, material, or services to Project. Conditional
lien releases are acceptable in cases where pending payments will be made upon release of the
Lender Retainage.
4.7.7. The issuance of a final or temporary certificate of occupancy for the
intended, funded use of the Project.
4.7.8. Architect’s Certificate of Substantial Completion (AIA G-704) with
corresponding punch-lists.
4.7.9. A letter of satisfaction from the Architect and Borrower for satisfactory
completion of the Project (the “Satisfaction Letter”). The Satisfaction Letter shall affirm that the
punch-list items associated with the AIA G-704 have been satisfied, or adequate funds reasonably
necessary to pay the costs of completion of remaining punch-list items, if any, as determined by
the Senior Lender, shall have been escrowed in accordance with the Senior Lender’s requirements.
In addition, the Satisfaction Letter shall confirm that certified warranties and related documents
required by the Construction Contract have been provided by the Contractor.
4.7.10. Copies of all permit trade inspection sign-off approvals, including, but
not limited to, electrical, plumbing, mechanical, structural and fire safety.
4.7.11. Documentation that the Project has been registered on the Housing
Locator Website (as such term is defined in the Affordable Housing Covenant).
4.7.12. Enterprise Green Communities Step 2 Certification or comparable
documentation acceptable to Lender.
4.7.13. Receipt of the final as-built Plans and Specifications certified by the
Architect and engineer of record.

Loan Agreement (Revised Jan. 2023) 15

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

Loan Agreement (Revised Jan. 2023) 16

Calculation”) prior to requesting its final disbursement from Lender by
submitting a draft Loan Reduction Certificate. If the Draft Loan Reduction
Calculation is less than the remaining Lender Retainage, Lender reserves
the right to withhold disbursing an equal portion of the remaining Lender
Retainage, unless Borrower can demonstrate that doing so would result in
a construction/stabilization period funding gap for the Project. If the Draft
Loan Reduction Calculation exceeds the remaining Lender Retainage,
Lender reserves the right to withhold disbursing all of its remaining Loan
proceeds, including the remaining Lender Retainage, unless Borrower can
demonstrate that doing so would result in a construction/stabilization
period funding gap for the Project.
(5) Borrower shall update the Draft Loan Reduction Calculation by submitting
a revised Loan Reduction Certificate (the “ Final Loan Reduction
Calculation”) with the Borrower’s request for a United States Department
of the Treasury Internal Revenue Service Low-Income Housing Credit
Allocation and Certification (Form 8609).
4.8.2. If the Final Loan Reduction Calculation pursuant to this section exceeds
the remaining Lender Retainage, or if the full amount of Lender Retainage has previously been
released, the net amount of Excess Proceeds due to Lender to reduce the Loan shall be paid within
ninety (90) days of issuance of the Form 8609 and the final executed Loan Reduction Certificate
shall be delivered on the same day.
4.8.3. Notwithstanding the foregoing, any loan reduction under this section that
is made after Loan Closing but prior to full disbursement of the Loan proceeds shall be subject to
the consent and approval of the Senior Lender, Equity Investor, and other financing parties, as
applicable.
4.9. Insufficiency of Loan Proceeds. If at any time during the term of this Agreement,
Lender determines that the remaining undisbursed Loan proceeds are insufficient for any reason
to complete the Project substantially in accordance with the Plans and Specifications, Borrower
shall, within ten (10) days after receipt of Notice thereof (including a statement of the basis for
such insufficiency) from Lender, deposit with Lender or its designee such sums of money in cash
(from sources other than the Loan) as reasonably are required to eliminate the insufficiency. Any
amount so deposited by Borrower shall stand as additional security for Borrower’s obligations
under this Agreement, and may be disbursed at Lender’s option before any further Loan
disbursements are made hereunder.
4.10. Authorized Disbursements . Notwithstanding any other term of this Section 4,
Borrower hereby irrevocably authorizes Lender, at Lender’s option to make disbursements of Loan
proceeds (i) jointly to Borrower, Borrower’s construction manager and to any contractor or
materialmen furnishing labor, services or materials in the c onstruction of the Project for any
amounts due them in connection therewith, or (ii) directly to Lender for interest, fees and any other
amounts required to be paid to Lender under the Note or the other Loan Documents. No further
authorization from Borrower shall be necessary for Lender to make such direct disbursements, and
all such disbursements shall satisfy pro tanto Lender’s obligation hereunder and shall be secured
by the Deed of Trust.

Loan Agreement (Revised Jan. 2023) 17

4.11. Disbursements Not a Waiver. No disbursement of any Loan proceeds by Lender
shall constitute a waiver of any of the conditions for disbursement contained in this Agreement, or
an obligation of Lender to make further disbursements. If Borrower is unable to satisfy any such
condition, no such disbursement shall have the effect of precluding Lender from thereafter
declaring that inability to be an Event of Default.
4.12. Stored Materials . No disbursements will be made for materials that are not
physically incorporated into the Project, other than for materials actually delivered to the Project
site or off-site, and stored in a place, secured and insured against theft, vandalism and other
damage, all in a manner satisfactory to Lender.
4.13. No Escrow. Any and all Loan proceeds disbursed to Borrower in accordance with
this Agreement must be placed in a non-interest bearing account and must be expended in
accordance with Section 4. In no event shall Borrower escrow the Loan proceeds.
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 laws of the District of
Columbia. All representations and warranties made by Borrower in the other Loan Documents are
true, complete and correct when made.
5.2. Authority. Borrower has the power and authority to enter into and execute and
deliver this Agreement and each other Loan Document executed and delivered by it, and to incur
and perform the obligations provided for herein and therein (including borrowing and guaranteeing
the Loan, as applicable), all of which have been duly authorized by all proper and necessary action
and all material governmental licenses, 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. There is no litigation, proceeding or investigation, pending or
threatened in writing, which may result in any material and adverse change in the financial
condition, assets, liabilities, business or prospects of Borrower, and Borrower does not know of
any basis for any such litigation, proceeding or investigation.
5.5. Financial Information. All financial information heretofore furnished to Lender
concerning Borrower is complete and correct in all material respects, and fairly presents

Loan Agreement (Revised Jan. 2023) 18

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 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.
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

Loan Agreement (Revised Jan. 2023) 19

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. 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 inspector to enter on the
Property at all reasonable times and as often as may be reasonably requested, to inspect the Project
and all materials to be used in connection with the construction thereof, and to examine all detailed
plans and drawings which are or may be kept at the construction site and access to the books,
records and such other documents of Borrower as Lender shall reasonably require to inspect, audit
and examine the same and to make extracts therefrom and to make copies thereof. Furthermore,
throughout the Loan Term, Borrower must be prepared for and facilitate monitoring by Lender in
compliance with Federal and District requirements, including, but not limited to, the following:
creating, storing and maintaining all Project records in accordance with Lender’s requirements;
permitting desk monitoring, site visits, and audits; and permitting all inspections of the Project
records as Lender deems necessary to ensure the upkeep and operation of the Project in compliance
with District and Federal laws.
6.5. Maintenance and Repair. Keep and maintain the Project and each part thereof in
good condition, working order and repair, make all necessary or appropriate repairs, replacements
and renewals thereto so that each part thereof is at all times in good condition, fit and proper for
the respective purposes for which it was originally intended, erected, or installed, and to ensure

Loan Agreement (Revised Jan. 2023) 20

that the security for the Loan is not impaired, and make all necessary or appropriate deposits to a
replacement reserve for the Project.
6.6. Obstructions. Use its reasonable efforts to keep and maintain all parts of the
Project and the sidewalks, curbs and passageways adjoining it in a clean and orderly condition,
free of dirt, rubbish, snow, ice and unlawful obstructions.
6.7. Permits, Licenses. Procure or cause to be procured, any and all necessary permits,
certificates, licenses or other authorizations required for use of the Project as 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 Office of Management and Budget guidelines, and any other applicable Federal 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;
(5) Copy of current business license;

Loan Agreement (Revised Jan. 2023) 21

(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,
materials, and supplies that, if unpaid, might become liens on the property of Borrower, except
those being contested in good faith by appropriate proceedings.

Loan Agreement (Revised Jan. 2023) 22

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, cancelable on sixty (60) days’ notice, and otherwise in form and substance
satisfactory to Lender in its reasonable judgment. Borrower shall notify Lender at least sixty (60)
days in advance of any change in management and shall provide Lender with a copy of the
proposed management agreement for Lender’s review and approval prior to Borrower’s execution
thereof. Such approval shall not be unreasonably withheld, conditioned or delayed. The proposed
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
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

Loan Agreement (Revised Jan. 2023) 23

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
(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

Loan Agreement (Revised Jan. 2023) 24

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

Loan Agreement (Revised Jan. 2023) 25

7.1.6. Any mechanic’s lien is established against the Project and not discharged
or bonded against by Borrower within thirty (30) days after it receives notice of the establishment
thereof; or
7.1.7. Borrower fails to comply with any requirement of any Authority having
jurisdiction within thirty (30) days after the 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 ot her 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.
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.

Loan Agreement (Revised Jan. 2023) 26

7.2.5. Completion of Project. Lender shall have no obligation to disburse any
portion of the undisbursed proceeds of the Loan to Borrower. Lender may enter the Project or the
Property for the purpose of causing Borrower’s obligations hereunder to be fulfilled, and for such
purposes Borrower hereby appoints Lender as its lawful attorney-in-fact, with full power of
delegation and substitution, to act for such purpose in its name, to take any or all of the following
actions:
(1) Continue the Project; and/or
(2) Avail itself and procure performance of all contracts theretofore made by
Borrower; and/or
(3) Modify such contracts, or to enter into new contracts with the same or other
contractors, architects, suppliers or agents; and/or
(4) Pay, settle or compromise any bills, claims or liens incurred in connection
with the completion of the Project; and/or
(5) Prosecute or defend any action or proceeding in connection therewith, to
execute such applications and certificates as may be required by
governmental authority or any agreement by Borrower; and/or
(6) Perform any other act and execute and deliver all documents and
instruments as may be appropriate for such purposes; and/or
(7) Use any funds not yet disbursed hereunder or otherwise allocated or made
available therefor to pay the cost thereof, it being specifically agreed that
this power of attorney is a power coupled with an interest which cannot be
revoked.
Any disbursement of funds for such purposes shall be deemed disbursements pursuant to this
Agreement and evidenced by the Note. In addition, if it is necessary for Lender to disburse any
amounts in order to accomplish such purposes, Borrower shall reimburse Lender for the amount
of such excess, with interest thereon as provided in Section 8, and authorize Lender to apply funds
received from the sale or rental of any portions of the Project to the repayment of such excess
before the same are applied for any other purpose. Any action taken by Lender hereunder may, in
the sole discretion of Lender, be thereafter 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;
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:

Loan Agreement (Revised Jan. 2023) 27

(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
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

Loan Agreement (Revised Jan. 2023) 28

modification of this Agreement shall be established by conduct, custom or course of dealing, but
solely by a document signed by Lender. In order to entitle Lender to exercise any remedy reserved
to it in this Section, it shall not be necessary to give any notice, other than any notice be herein
expressly required.
Section 8. Additional Local and Federal Requirements Applicable to Borrower . In
addition to the Program Requirements, Borrower shall fully comply with the following Federal
and District requirements as they may be applicable to Borrower, the Project or the Property,
including implementation of such requirements through handbooks, guides and notices, and all
future updates, changes and amendments thereto applicable to Borrower, the Project or the
Property, as they become effective:
(a) Compliance with Equal Opportunity Obligations in Contracts (Affirmative Action
Plan) – Mayor’s Order 1985-85;
(b) Certified Business Enterprise Requirements – D.C. Official Code § 2-218.46 et
seq.;
(c) D.C. Human Rights Act of 1977 – D.C. Official Code § 2-1401.1 et seq.;
(d) Fair Criminal Record Screening for Housing Act of 2016 – D.C. Official Code
§ 42-3541.01 et seq.;
(e) First Source Program – D.C. Official Code § 2-219.01 et seq.;
(f) Freedom of Information Act – D.C. Official Code § 2-531 et seq.;
(g) Inclusionary Zoning Implementation Act of 2006 – D.C. Official Code § 6-1041.01
et seq.;
(h) Relocation Assistance – 10B DCMR Chapter 22;
(i) Rental Housing Act of 1985 – D.C. Official Code § 42-3501.01 et seq.;
(j) Rental Housing Conversion and Sale Act of 1980 – D.C. Official Code § 42-
3401.01 et seq.;
(k) Sections 9a and 9b of Historic Landmark and Historic District Protection Act of
1978, as amended – D.C. Official Code § 6-1101 et seq.;
(l) Age Discrimination Act of 1975 – 42 U.S.C. § 6101 et seq. , including, but not
limited to, implementing regulations at 24 CFR Part 146;
(m) Americans with Disabilities Act of 1990 – 42 U.S.C. § 12101 et seq.;
(n) Broadband Infrastructure in HUD-Funded New Construction & Substantial
Rehabilitation – 24 CFR § 891.
(o) Civil Rights Act of 1964 - 42 U.S.C. § 2000d et seq.;

Loan Agreement (Revised Jan. 2023) 29

(p) Conflict of Interest – 24 CFR § 570.611;
(q) Davis-Bacon and Related Acts – 40 U.S.C. § 3141 et seq. and 42 U.S.C. § 5310:
40 U.S.C. § 3701 et seq.; 29 CFR Parts 1, 3, and 5;
(i) The Federal statutory and regulatory requirements of the Davis-Bacon Act
(40 U.S.C. § 3141 et seq.) and the Contract Work Hours and Safety Standards Act (40
U.S.C. § 3701 et seq.) shall survive the term of the Loan. The Davis-Bacon Act requires
the payment of prevailing wage rates to all laborers and mechanics on Federal government
and District of Columbia construction contracts in excess of $2,000. The Davis-Bacon Act
labor standards also apply to the “Related Acts,” under which construction projects are
assisted through Federal funded grants, loans, loan guarantees, and insurance. Each
contract subject to Davis-Bacon labor standards requirements must contain in full the labor
standards clauses set forth in 29 CFR § 5.5(a) relating to minimum wages, apprentices and
trainees, withholding, payrolls and basic records, and liabilities and penalties for violations.
The mandatory Davis-Bacon contract provisions, the Federal Labor Standards Contract
Addendum (HUD Form 4010), are attached hereto as Exhibit D and incorporated herein.
The wage determination applicable to 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 subcontractor or his or her agent who
pays or supervises the payment of the persons employed under the contract. (29
CFR § 5.5(a)(3)(ii)(B)). Upon the request of Lender, Borrower shall provide or
shall cause its contractor or 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;
(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;

Loan Agreement (Revised Jan. 2023) 30

(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. 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 to the Section 3 requirements;
(aa) Section 106 of the National Historic Preservation Act of 1966 – 16 U.S.C. § 470 et
seq., including, but not limited to, implementing regulations at 36 CFR Part 800;
(bb) Section 504 of Rehabilitation Act of 1973 – 29 U.S.C. § 794 et seq., including, but
not limited to, implementing regulations at 24 CFR Part 8;
(cc) Uniform Administrative Requirements, Cost Principles, and Audit Requirements
for Federal Awards – 2 CFR Part 200;
(dd) Uniform Relocation Act – 42 U.S.C. Chapter 61; and
(ee) Violence Against Women Act (“VAWA”) - 42 U.S.C. § § 13701–14040. Title VI
of the Violence Against Women Reauthorization Act of 2013, Safe Homes for Victims of
Domestic Violence, Dating Violence, Sexual Assault, and Stalking, expanded the applicability of
the Act to the Low Income Housing Tax Credit program. VAWA protects both child and adult
victims of domestic violence, dating violence, sexual assault, and stalking. All owners and
managers shall comply with the requirements of this Act and shall use the applicable VAWA
forms, including, but not limited to, the HUD-5380 Notice of Occupancy Rights under the
Violence Against Women Act, HUD-5381 Model Emergency Transfer Plan for Victims of
Domestic Violence, Dating Violence, Sexual Assault, or Stalking, HUD-5382 Certification of
Domestic Violence, Dating Violence or Stalking, and Alternate Documentation, HUD-5383
Emergency Transfer Request for Certain Victims of Domestic Violence, Dating Violence, Sexual
Assault, or Stalking and HUD-91067 VAWA Lease Addendum.
8.1. Duty to Comply with Lender Compliance Certifications. The Borrower acknowledges
that any misrepresentation of information or failure to comply with any agreement contained in its
certifications to comply with federal and District laws and regulations governing fair housing,
equal opportunity, accessibility and affirmative marketing requirements applicable to the Project
shall be deemed an Event of n Default.
Section 9. Conflict Of Interest/ Limit of Liability

Loan Agreement (Revised Jan. 2023) 31

9.1.1. Federal and District laws strictly prohibit any person who exercises or
has exercised any functions or responsibilities with respect to Lender-assisted activities or who is
in a position to participate in a decision making process or gain inside information with regard to
such activities from obtaining a financial interest or benefit from a Lender-assisted activity, or
have a financial interest in any contract, subcontract, or agreement with respect to a Lender-
assisted activity. Further, as it relates to the procurement of supplies, equipment, construction and
services, recipients and subrecipients of loan funds from Lender are held to the conflict of interest
provisions of the Program Requirements. In addition to the general conflict of interest prohibition,
these sections require that fund recipients maintain written standards of conduct governing the
performance of its employees engaged in the award and administration of contracts to address the
prohibition against any real or apparent conflict of 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 2023-131 (Sexual
Harassment Policy, Guidance and Procedures). In addition, harassment based on any of the above
protected categories is also prohibited by the Human Rights Act..
Section 11. Freedom of Information Act.
11.1 The District of Columbia Freedom of Information Act of 1976, Pub. L. 90-614 D.C.
Official Code §§ 2-531-539 (the “ FOIA”) provides for the disclosure of public information.
Specifically, the law provides that “any person has a right to inspect, and at his or her discretion,
to copy any public record except as expressly 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.
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.

Loan Agreement (Revised Jan. 2023) 32

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
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

Loan Agreement (Revised Jan. 2023) 33

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, ade quacy 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.
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

Loan Agreement (Revised Jan. 2023) 34

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 othe r 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: Flats at South Capitol LLC
c/o Dantes Partners LLC
1121 12th Street NW
Washington, DC 20005

with copy to: Reno & Cavanaugh PLLC
455 Massachusetts Avenue NW, Suite 400
Washington, DC 20001

Loan Agreement (Revised Jan. 2023) 35

Attention: Matt Greeson

Kaye Stern Properties L.L.C.
76 Forrester SW
Washington, DC 20032
Attention: Jason Stern and Jesse Kaye

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 section, subsection, paragraph or
subparagraph of this Agreement.
13.17. Governing Law. The law of the District of Columbia (ignoring its conflicts of laws
principles) shall govern the interpretation, 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) 36

13.18. Conflict with Program Requirements . In the event of a conflict between this
Agreement and the Program Requirements, the Program Requirements shall control.
[Remainder of page intentionally left blank]

Loan Agreement (Revised Jan. 2023) 37

IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be
executed and delivered as of the date first above written.

LENDER:

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

By: _________________________
Colleen Green
Director

Approved as to Legal Sufficiency:

By ____________________________
Gita F. Sankano
Assistant General Counsel

[Signatures continue on following page]
Loan Agreement (Revised Jan. 2023) 38
BORROWER:
FLATS AT SOUTH CAPITOL LLC,
a District of Columbia limited liability
company

By: _____________________________
Buwa Binitie
Authorized Signatory
_______________________________________________________________ ____________________________________________________________________________ ____
BuBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB wa Binitie

A-1

EXHIBIT A
SUMMARY OF LOAN TERMS
LOAN REVIEW COMMITTEE VERSION ONLY

SUMMARY OF LOAN TERMS AND PROJECT DETAILS

Project Name: The Flats at South Capitol
Borrower Name: Flats at South Capitol LLC
Project Address: 3838-3848 South Capitol Street SE, Washington, DC 20032
DHCD Project Manager: Bernard Guzman
Funding Round: 2021
Last Updated: N/A

Funding Description
Gap Funding Amount: Amount not to exceed $26,602,679
Tax Credit Allocation: [$0] 9% LIHTC
Funding Source(s): X Housing Production Trust Fund (HPTF)--$23,602,679
_X_ HOME Investment Partnerships Program (HOME)--$3,000,000
__ Community Development Block Grant Program (CDBG)
__ National Housing Trust Fund (NHTF)
__ Department of Behavioral Health (DBH)
__ CDBG-Section 108 Loan Guarantee Program
__ Other [Specify]
Product Type: _X_ Loan repayable from Net Cash Flow
__ Grant
Eligible Purpose and
Uses:
X Acquisition (including refinancing an acquisition loan)
X Soft Costs, including Predevelopment and Financing Costs
X New Construction - Hard Costs
__ Rehabilitation - Hard Costs
__ Cash Collateralization of Tax-Exempt Bonds
__ Critical Repairs (only select if acquisition financing only)
__ Other HPTF or federally-eligible costs as defined in the
Development Project Budget (Form 202) [Specify]

x Funds may be used to reimburse predevelopment and acquisition
costs at DFD’s discretion, regardless of when the costs were
incurred.
x Eligible uses must be identified and approved in the Form 202.
x Draw schedule will be established prior to the Closing Date.
Loan Term: 42 years from the Closing Date
Interest Rate: 3% simple interest
Accrual starts on the Closing Date on amounts drawn down
Construction/Stabilization
Period:
# months for construction plus # months for stabilization, including
lease-up and conversion

2
Retainage Amount: $2,360,268 [The lesser of ten percent (10%) of the
construction contract or ten percent (10%) of the Loan amount]
Repayment Start: Commences on May 1 of calendar year after the projected Placed in
Service date (or comparable documentation is projected to be received),
subject to Net Cash Flow waterfall in Deed of Trust Note
Repayment Source: The Loan is to be repaid from Net Cash Flow and proceeds resulting
from any Capital Transaction, as set forth in the Loan Documents and
Borrower’s organizational documents.
Recourse: Non-recourse
Collateral Position: Second priority deed of trust on the Property and Project, including all of
Borrower’s right, title and interest in the land, improvements, rents and
leases, fixtures, personalty and all collateral located on or used in
connection with the Project.
Tax-Exempt/Taxable
Bonds/ State and Federal
LIHTC:
_X_ 4% Low Income Housing Tax Credits (LIHTC) – Amount:
[$28,074,006]
__ 9% Low Income Housing Tax Credits (LIHTC) – Amount: [$X]
__ State Low Income Housing Tax Credits (DC LIHTC) – Amount: [$X]
__ Short-term Bonds – Estimated Amount: [$X]
__ Long-term Bonds – Estimated Amount: [$X]
__ None
Other Subsidies Awarded
Through RFP:
_X_ Local Rent Supplement Program (LRSP)
__ Annual Contributions Contract (ACC) (Public Housing Operating
Subsidy)
__ Department of Human Services (DHS) Permanent Supportive
Housing (PSH) Case Management Supportive Services
__ Other: [Specify]
Other Non-RFP or
Existing Subsidies:
__ Section 8 Project-Based Subsidy (i.e., PBV or PBRA HAP contract)
__ Rental Assistance Demonstration (RAD) conversion or transfer of
assistance
__ Annual Contributions Contract (ACC) (Public Housing Operating
Subsidy)
__ Department of Behavioral Health operating subsidy
_X_ Nonprofit Affordable Housing Developer Tax Relief
__ Other: [Specify]
District Land: ___ PADD ____ DMPED
Project Description/Application Commitments
Project Type: __ Production __ Preservation _X_ Preservation and Production
__ Net New Units Totaling [#X]
__ Rental ___ Homeownership __ Limited Equity Cooperative

Total Units in Project: 106 units
Total Affordable Units in
Project:
106 units
LIHTC Set-Aside
Election:
_X_ 40% of Units at 60% MFI
__ 20% of units at 50% MFI
__ Average Income (See Average MFI in Table 2)

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

LIHTC:
__ Perpetual __ 99 years __ 60 years __ 50 years
_X_ 40 years (minimum requirement starting 2025) __ 30 years
x Commences with the first year of the tax credit period

Federal Funds:
[ ] years from the Closing Date

__ Use of Ground Lease Structure: [ ] years

Leverage: $2,645.932 Minimum Deferred Developer Fee Commitment
$______________Minimum Sponsor Loan/Other Owner Subsidy
Commitment
$______________Other: [Specify]
[__]% DHCD Participation (Overall leverage) $[__________] per unit
[__]% Subsidy Leverage (eligible non-RFP sources)
Unit Affordability Mix
and Applicable
Program(s):
See table below
Income Levels Served: 47% Weighted Average MFI Served
Mixed-Income: Inclusion of 20%+ Market Rate Units: ___ Yes _X__ No
Minimum of 10% of units in three of the following income categories:
__X_ Yes ___ No
x 0 percent to 30 percent MFI: 21 %
x 31 percent to 50 percent MFI: 68 %
x 51 percent to 80 percent MFI: 11 %
x Market-rate (unrestricted, unsubsidized): [__] %
Permanent Supportive
Housing (PSH):
_X_ 20% __ 10% __5% [X] PSH units
__ None __ Other: [Specify]
__ DBH Units
__ Scattered Site __ Limited Site-Based __ Site-Based
Office Space Required? ___ Y ___ N
Security Plan Required? ___ Y ___ N
Family-Oriented Units: 19% 2+ Bedroom units 30% 3+ Bedroom units

4
Programs to Address
Additional Barriers to
Housing:
___ Returning citizens
___ Households of unknown immigration status
___ Residents with developmental or intellectual disabilities
___ Residents with diverse language needs
___ Youth aging out of foster care
___ Housing for Persons With AIDS
___ Other (Describe):
Housing for Older Adults: ___ Assisted Living that accommodates seniors and people with
disabilities
___ Independent Living that accommodates seniors and people with
disabilities
___ Age restricted housing 55+
___ Age restricted housing 62+

Accessible Housing: ___ Utilizing Universal Design (The Kelsey Silver, Gold, or Platinum
Standard or Virginia Universal Design Standard)
___ All units meet the ANSI Type A accessibility standards
___ Provides twice the number of accessible and audio/visual units
required by Section 504
Homeownership and
Wealth-Building :
___ Immediate homeownership opportunities

___ Structured to transfer to tenant ownership after the initial 15-year
compliance period
___ Provides wealth-building services that may better prepare tenants to
be homeowners
Vacancies filled from
Section 8 and Public
Housing Waiting List:
__X_Yes ____No
Qualified Non-Profit
Majority Owner with
ROFR:
_X__Yes ___ No
___ N/A for non-LIHTC projects
Right to seek a Qualified
Contract waived:
__X_Yes (No is not an option)
___ N/A for non-LIHTC projects
Green Design and
Building Threshold
Requirements:
Minimum Green Building Certification Required:
____ 2020 Enterprise Green Communities Criteria (EGC) (rehabilitation
projects of any size and new construction buildings less than 50,000 sf)
__X__ 2020 Enterprise Green Communities Criteria Plus (EGC+) (new
construction buildings with at least 50,000 sf)
____ Level 1 Accelerated Savings Recognition Alternative Compliance
Pathway (ACP) Option for compliance with DOEE’s BEPS
(rehabilitation projects of at least 50,000 sf if not waived by DOEE due
to current compliance)
____ Other (with DHCD approval): [Specify]___________________

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

5
Resilient Buildings and
Innovative Design:
Advanced Certification(s) or Innovative Design Features Pursued:
____ 2020 Enterprise Green Communities Criterion 5.4 Achieving Zero
Energy
____ 2020 Enterprise Green Communities Plus (EGC Plus)
(rehabilitation projects of any size and new construction buildings less
than 50,000 sf)
____ TRUE Zero Waste Certification
____ Whole Building Life-Cycle Assessment (LCA) Supported Low-
Embodied Carbon Design
__X__ 2015 Enterprise Green Communities Criterion 6.5
Environmentally Responsible Material Selection for Concrete, Steel, and
Insulation
____ Mass-Timber Construction; and/or Modular Construction
____ Building Electrification (no on-site combustion)
____ Use of DOEE Resilience and Solar Assessment Tool
Resident Services: _X___ Per Resident Services Plan

% of core service costs funded outside of project budget:
____ Up to 33%
____ Between 33% and 50%
____ Over 80%

Budget Source (check all that apply): ___ Developer Fee ___
Fundraising ___ Operating Budget ___ Other

Services Offered (check all that apply):
____ Training & Educational Programming – Academic and Economic
Empowerment
____ Training & Educational Programming – Environment, Health and
Wellness
____ Resident Involvement and Organizational Capacity-Building
____ Onsite Daycare Services

Community-Oriented
Amenities:
Community Amenities (check all that apply):
____ High Speed Internet (at least 5 years at no charge; entire building)
____ Playground ____ Daycare/Preschool
___X_ Community/Multi-purpose Room __X__ Fitness Center
____ Onsite Grocer/Farmers Market/Food Provision/Garden
____ Health Facility Onsite
____ In-unit washer/dryer
Workforce Development: ____ A local apprenticeship program exceeding minimum
apprenticeship hours worked by DC residents by 10% or more
____ Exceeding the District’s First Source Hiring requirement by 10%
or more
____ Certified Business Enterprise (CBE) participation of 50% or more
____ Utilizing one or more of the DC Green Jobs or Workforce
Development Programs
Other Project Features: ____Commercial Space(s): ______ SF
_X___Resident/Community Amenity Spaces: 107,068 SF

6
__X__ Parking Spaces __17_ # of spaces
____ Other: [Describe]
____ Utilization of Condo or Tax Lot Regime for Ineligible Uses
Additional Explanation: __________________________________
Development Team Members
Developer/Sponsor: Developer/Sponsor 1: Kaye Stern Properties & Dantes Partners
Developer/Sponsor 2 (if applicable): NFP Affordable Housing Corp.
General
Partner/Managing
Member:
Non-Profit Member ( 51%):
For-Profit Member ( 49%):
General Contractor: %R]]XWR Construction
Architect: Torti Gallas Urban
Management Agent: Faria Management
Development Consultant:
Construction Manager: No. 07 Consultants
Supportive Services
Provider (PSH):
Community Connections DC
Resident Services
Provider (Property-wide):
Equally Crafted Management
Other:
Conditions
Standard Conditions: 1. Compliance with all applicable regulations and requi rements,
including but not limited to OPM clearance, Council approval, and
standard DHCD due diligence items.
2. Receipt of 2024 (or later) offer of Sale and evidence of Tenants’
Association assignment of rights (also 2024 or later).
3. Loan Right-sizing. The Loan is a not-to-exceed amount intended to
provide the minimum gap financing needed to complete the Project
after taking into consideration the additional sources of financing,
including maximized debt, equity, income and grants, and any
Project budget savings due to unspent contingency funds or other
cost savings. The Loan will be right-sized prior to the Closing Date
and after the Closing Date as follows:
A. Prior to the Closing Date:
i. Any increase in non-Lender sources between the date of
Lender’s Loan Review Committee approval and the Closing
Date will decrease the Loan on a dollar ($1.00) for dollar
($1.00) basis. An exception may be made for additional non-
Lender sources raised to fund unanticipated cost increases or
decreases in other sources available for the Project.
ii. Any decrease in Project uses between the date of
Lender’s Loan Review Committee approval and the Closing
Date will decrease the Loan on a dollar ($1.00) for dollar

7
($1.00) basis. An exception may be made for decreases in
Project uses made to offset unanticipated cost increases or
decreases in non-Lender sources available for the Project.

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

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

B. After the Closing Date:

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

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

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

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

8
5. Repayment Related Requirements.

A. Net Cash Flow Waterfall. For the distribution of Net Cash
Flow, Lender’s minimum standard waterfall is as follows:
i. Investor’s asset management fee, which is subject to
Lender’s limit; described in subparagraph S(5) below (the “Fee
Limit”);
ii. Other amounts owed to investor (tax liability, adjusters);
iii. Replenishment of operating and debt service reserves,
including any advances, only if required by senior lender and/or
investor;
iv. Partnership/Company management fee, which is subject
to the Fee Limit;
v. Until the deferred developer fee is paid in full, 90% to
pay the deferred developer fee and 10% to pay the Loan; and
vi. After the deferred developer fee is paid in full, 75% to
pay the Loan.
vii. If applicable, any deferred property management fee (if
agent is an affiliate of Borrower), sponsor/managing member
loans, accrued partnership/company management fees, accrued
interest on deferred developer fee, or other liabilities may be
repaid from Net Cash Flow after the priorities listed above.

B. Fee Limit. The initial, aggregate amount of the Federal LIHTC
investor’s asset management fee and the Partnership/Company
management fee cannot exceed the lesser of $15,000 or $200 per
unit per annum. Each fee can increase by 3% annually, subject
to investor approval.

C. Net Capital Proceeds Waterfall. For the distribution of net
proceeds resulting from any Capital Transaction, Lender
requires that the first priority in the waterfall be payment of any
debts owed by Borrower in order of lien priority/recording
order, except those due to the partners/members of Borrower
and/or their affiliates.
Special Conditions: 1. N/A
Definitions
Capital Contribution: The amount of money or the fair market value of other property
contributed to Borrower by its members/partners in accordance with the
Borrower’s organizational documents.

Capital Expenditures: Customary and reasonable costs and expenses incurred by Borrower in
connection with certain major repairs, replacements and improvements
of the Project which are normally capitalized under generally accepted
accounting principles, including, but not limited to, the performance of
work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps,
driveways, balconies, porches, patios, exterior walls, exterior doors and
doorways, windows, elevators, interior walls, appliances, carpeting,
painting, vinyl flooring, plumbing, plumbing fixtures, countertops,

9
cabinets, water heaters, electrical systems, electrical fixtures, clubhouse
repairs, pool, spa, landscaping, fences, gates, parking areas, carports,
garages, sidewalks, light fixtures, shingles, woods, bricks, stucco,
security systems, smoke detectors, stairs, boilers, laundry room, window
treatments, bath vanities, bathtubs and mechanical and HVAC
equipment.
Capital Transaction: Any transaction out of the ordinary course of Borrower's business that is
capital in nature, including without limitation, the disposition, whether
by sale (except when such sale proceeds are to be used pursuant to a
plan or budget approved by all of Borrower’s members/partners),
casualty (where the proceeds are not to be used for reconstruction),
condemnation, refinancing or similar event of any part or all of the
Project.
Closing Date: Date of initial financial closing.
Net Cash Flow: Operating Revenue less (a) Operating Expenses (including required
reserve amounts), (b) must-pay debt service, (c) payments for Capital
Expenditures that exceed applicable reserves or other sources, as
approved by Lender.
Operating Expenses: “Operating Expenses” shall mean with respect to each fiscal year or
portion thereof, the sum of the following cash expenditures and all
expenses unpaid, but properly accrued, that are incurred incident to the
operation of the Project by Borrower during such period: operating costs
incurred by Borrower for the management, operation, cleaning, leasing,
marketing, and maintenance of the Project, including without limitation
wages, payroll and accounting costs, utilities, maintenance costs other
than Capital Expenditures, license fees and business taxes, the property
management fee, except to the extent such fee is deferred and paid from
available Net Cash Flow, application fees, compliance monitoring fees,
and any delinquent rent that is written off; ;reasonable monthly reserves
for all real estate taxes and assessments imposed upon the Project and
required to be paid by Borrower, but only to the extent such taxes and
assessments are paid or set aside as a reserve by Borrower during such
fiscal year; reasonable monthly reserves for insurance premiums; and
required deposits into the replacement reserve and other reserves or
escrow accounts.

The term “Operating Expenses” shall not include any of the following:
depreciation, amortization, depletion or other non-cash expenses; must-
pay debt service; all costs, liabilities and expenses associated with
acquiring, constructing/rehabilitating, developing or operating the
Project, including, but not limited to, those costs reflected in the Form
202 and including payment of the developer fee (net of any deferred
developer fee), which have been incurred to (i) acquire the Project, (ii)
achieve the Placed in Service Date, (iii) remedy any defects in the
construction of the Project and/or any variance in construction from the
Plans and Specifications that is discovered within one (1) year after
initial occupancy of all of the housing units or should have been
discovered within such time period and is discovered not later than three
(3) years after initial occupancy of all of the housing units, (iv) all
Operating Expenses and must-pay debt service attributable to the period

10
prior to the Permanent Loan Closing Date, (v) the initial funding of any
required reserves and escrows in the amounts approved by Lender as of
the Closing Date, and (vi) achieve conversion to permanent financing;
and any other fees or payments contingent on available Net Cash Flow.
Operating Revenue: All actual collected revenue received from rents, lease payments, and all
other sources (including any release of funds from reserves or escrows),
but excluding tenant security or other deposits (except to the extent
forfeited to Borrower); Capital Contributions and interest thereon;
proceeds from Capital Transactions; interest earned on reserves not
available for distribution; and net proceeds of any insurance (including
rental loss or interruption insurance), other than fire and extended
coverage and title insurance, to the extent not used for rebuilding of the
Project.
Placed in Service Date: the date that the Project receives a certificate of occupancy from the
District of Columbia government certifying that the development of the
Project is complete and the Project can be occupied by tenants. In the
event that the Project does not need a certificate of occupancy to be
occupied by tenants, then the Placed in Service Date shall be the date of
substantial completion of the Project as certified by the Project architect.

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B-1

EXHIBIT B
PROJECT BUDGET
DHCD- DEVELOPMENT BUDGET
TOTAL DEVELOPMENT COSTS Total Residential Units 106 Total Gross Square Footage 107,071
Source: Source: Source: Sour ce: Source: Source: Source:
100.0% HPTF Senior Loan
Fed LIHTC
Equity
DC LIHTC
Equity DDF
Solar ITC
Equity Seller Note
ACQUISITION
Building Acquisition $ -
Land Acquisition 4,770,000 $4,770,000 $ - 100% $45 $45,000 $4,770,000 $4,770,000
Closing Cost $ -
Other Acquisition Costs 2 $ -
Other Acquisition Costs 3 $ -
Other Acquisition Costs 4 $ -
Other Acquisition Costs 5 $ -
Total Acquisition Costs $4,770,000 $4,770,000 $ - 6% $45 $45,000 $4,770,000 $4,770,000
CONSTRUCTION
Construction Costs 28,465,468 $30,126,762 $1,661,294 77% $281 $284,215 $30,126,762 -$14,234,838 $10,499,495 $27,957,119 $5,904,985
Site work (Incl. Public Work) 403,707 $263,762 ($139,945) 1% $2 $2,488 $263,762 $263,762
Environmental Remediation 132,880 $72,880 ($60,000) 0% $1 $688 $72,880 $72,880
Profit 1,435,169 $1,812,280 $377,111 5% $17 $17,097 $1,812,280 $1,812,280
Overhead 430,788 $603,984 $173,196 2% $6 $5,698 $603,984 $603,984
General Conditions/Requirements 2,597,534 $1,815,598 ($781,936) 5% $17 $17,128 $1,815,598 $1,815,598
Bond Premium 229,753 $231,608 $1,855 1% $2 $2,185 $231,608 $231,608
Contingency 2,672,994 $2,780,320 $107,326 7% $26 $26,229 $2,780,320 $2,780,320
GC GL insurance 215,394 $316,226 $100,832 1% $3 $2,983 $316,226 $316,226
GC Cost Cert 15,000 $15,000 0% $0 $142 $15,000 $15,000
BR insurance 165,000 $600,000 $435,000 2% $6 $5,660 $600,000 $600,000
Solar System Install 547,390 $722,000 $174,610 2% $7 $6,811 $722,000 $722,000
Allowance
Other Construction Cost 5
Total Construction Costs $37,311,077 $39,360,420 $2,049,343 53% $368 $371,325 $39,360,420 -$14,234,838 $11,099,495 $36,590,777 $5,904,985
SOFT COSTS
Architect & Engineer 1,448,407 $1,462,130 $13,723 22% $14 $13,794 $1,462,130 $1,462,130
Architect & Engineer Supervision 471,500 $486,500 $15,000 7% $5 $4,590 $486,500 $486,500
A&E Reimbursables (Cost Review, LEED) 104,218 $104,218 2% $1 $983 $104,218 $104,218
Owner's Rep (Construction Monitoring) 651,586 $673,030 $21,444 10% $6 $6,349 $673,030 $673,030
Borrower Legal 456,000 $465,000 $9,000 7% $4 $4,387 $465,000 $465,000
Appraisal 50,000 $50,000 1% $0 $472 $50,000 $50,000
Permits and Tap Fees (Incl Expediter) 573,986 $591,615 $17,629 9% $6 $5,581 $591,615 $591,615
Lease Up Fee 53,000 $53,000 1% $0 $500 $53,000 $53,000
Utility Connection Fees $250,000 $250,000 4% $2 $2,358 $250,000 $250,000
Market Study 15,000 $15,000 0% $0 $142 $15,000 $15,000
Environmental & Soil Reports 72,550 $137,550 $65,000 2% $1 $1,298 $137,550 $137,550
Testing and Inspection 161,077 $167,463 $6,386 2% $2 $1,580 $167,463 $167,463
Title, Transfer and Recordation 261,330 $273,945 $12,615 4% $3 $2,584 $273,945 $273,945
Owner General Liability Insurance 125,000 $109,000 ($16,000) 2% $1 $1,028 $109,000 $109,000
Const. Period Taxes $55,000 $55,000 1% $1 $519 $55,000 $55,000
Accounting Fees & Cost Certification 50,000 $50,000 1% $0 $472 $50,000 $50,000
Marketing 155,000 $105,000 ($50,000) 2% $1 $991 $105,000 $105,000
Survey 44,473 $57,056 $12,583 1% $1 $538 $57,056 $57,056
FFE 300,000 $250,000 ($50,000) 4% $2 $2,358 $250,000 $250,000
Security & Access Controls 55,373 $55,373 1% $1 $522 $55,373 $55,373
Soft Cost Contingency 373,725 $533,195 $159,470 8% $5 $5,030 $533,195 $533,195
Total Budgeted Cost
LRC January 2025
Delta (Apr 2026-
Jan 2025)Type of Uses Total Budgeted
Cost April 2026 % of Cost Cost per sq
ft
Residential
PercentageCost per unit
Sources for DHCD Eligible Units/Uses
RESIDENTIAL Non-
Residential
Percentage
HCD Form 202 (rev. November 2021) 1
Source: Source: Source: Sour ce: Source: Source: Source:
100.0% HPTF Senior Loan
Fed LIHTC
Equity
DC LIHTC
Equity DDF
Solar ITC
Equity Seller Note
Total Budgeted Cost
LRC January 2025
Delta (Apr 2026-
Jan 2025)Type of Uses Total Budgeted
Cost April 2026 % of Cost Cost per sq
ft
Residential
PercentageCost per unit
Sources for DHCD Eligible Units/Uses
RESIDENTIAL Non-
Residential
Percentage
Other Consultants (Traffic Engineer) 31,535 $31,535 0% $0 $298 $31,535 $31,535
Organization Cost 15,000 $20,000 $5,000 0% $0 $189 $20,000 $20,000
Tenant Relocation 636,000 $580,000 ($56,000) 9% $5 $5,472 $580,000 $580,000
Zoning Legal 155,000 $161,000 $6,000 2% $2 $1,519 $161,000 $161,000
Total Soft Costs $6,259,760 $6,736,610 $476,850 9% $63 $63,553 $6,736,610 $4,172,379 $2,564,231
DCHFA FINANCING COSTS
DCHFA Bond Application Fee 30,000 $34,911 $4,911 0% $0 $329 $34,911 $34,911
DCHFA McKinney Application Fee $5,000 $5,000 0% $0 $47 $5,000 $5,000
DCHFA McKinney Financing Fee $20,000 $20,000 0% $0 $189 $20,000 $20,000
DCHFA Financing Fee 1,014,814 $698,220 ($316,594) 7% $7 $6,587 $698,220 $698,220
DCHFA Construction Monitoring Fee 371,482 $393,384 $21,902 4% $4 $3,711 $393,384 $393,384
DCHFA QPP Fee
DCHFA Issuer's Counsel Fee 50,000 $45,000 ($5,000) 0% $0 $425 $45,000 $45,000
DCHFA Issuer Fee (ST Bonds) $261,821 $261,821 3% $2 $2,470 $261,821 $261,821
DCHFA Issuer Fee (LT Bonds) $174,564 $174,564 2% $2 $1,647 $174,564 $174,564
DCHFA LIHTC Allocation Fee 167,670 $172,829 $5,159 2% $2 $1,630 $172,829 $172,829
McKinney Interest
Total DCHFA Financing Costs $1,633,966 $1,805,729 $171,763 2% $17 $17,035 $1,805,729 $1,606,165 $199,564
OTHER FINANCING COSTS
DHCD LIHTC Allocation Fee 111,780 $115,219 $3,439 1% $1 $1,087 $115,219 $115,219
DC LIHTC Fee 1,222,589 $72,012 ($1,150,577) 1% $1 $679 $72,012 $72,012
Bond Counsel 115,000 $160,000 $45,000 2% $1 $1,509 $160,000 $160,000
Bond Purchaser's Counsel
Underwriter Fee 84,625 $84,625 1% $1 $798 $84,625 $84,625
Underwriter's Counsel
Trustee Setup Fee/Legal 15,000 $15,000 0% $0 $142 $15,000 $15,000
Rating Agency/Printing Fee 2,000 $2,000 0% $0 $19 $2,000 $2,000
Negative Arbitrage
Tax Credit Fees/Legal $40,000 $40,000 0% $0 $377 $40,000 $40,000
Construction Period Intererst Capitalized 4,120,000 $5,000,000 $880,000 49% $47 $47,170 $5,000,000 $5,000,000
Construction LoC Fee
Construction LoC Annual Fee
Construction Lender's Fee 297,170 $513,888 $216,718 5% $5 $4,848 $513,888 $513,888
Construction Lender's Counsel 225,000 $140,000 ($85,000) 1% $1 $1,321 $140,000 $140,000
Construction Lender's Inspection Fee 40,000 $45,000 $5,000 0% $0 $425 $45,000 $45,000
Conversion Fee
Permanent Lender Financing Fee 83,988 ($83,988)
Permanent Lender Inspection Fee
Permanent Lender Counsel Fee
Financial Advisor 660,000 $660,000 7% $6 $6,226 $660,000 $660,000
Cash Flow Verification Analyst
GIC Brokerage Fee
Pre-development Lender Legal 40,000 $40,000 0% $0 $377 $40,000 $40,000
Acquisition Loan Refi Costs 299,220 $140,239 ($158,981) 1% $1 $1,323 $140,239 $140,239
Predevelopment Loan Interest 1,132,005 $2,174,937 $1,042,932 22% $20 $20,518 $2,174,937 $2,174,937
Plan and Cost Review
Other Financing Cost 3 (Bond UW Fees/3rd party Reports) 100,000 $100,000 1% $1 $943 $100,000 $100,000
Other Financing Cost 4: Proffers 2,000 $791,774 $789,774 8% $7 $7,470 $791,774 $791,774
Other Financing Cost 5: Utility Cost 5,000 $20,000 $15,000 0% $0 $189 $20,000 $20,000
Total Other Financing Costs $8,555,377 $10,114,693 $1,559,316 14% $94 $95,422 $10,114,693 $8,456,294 $1,658,399
HCD Form 202 (rev. November 2021) 2
Source: Source: Source: Sour ce: Source: Source: Source:
100.0% HPTF Senior Loan
Fed LIHTC
Equity
DC LIHTC
Equity DDF
Solar ITC
Equity Seller Note
Total Budgeted Cost
LRC January 2025
Delta (Apr 2026-
Jan 2025)Type of Uses Total Budgeted
Cost April 2026 % of Cost Cost per sq
ft
Residential
PercentageCost per unit
Sources for DHCD Eligible Units/Uses
RESIDENTIAL Non-
Residential
Percentage
DEVELOPER'S FEE
Fee on Non-Acquisition Costs 7,607,019 $8,526,925 $919,906 11% $80 $80,443 $8,526,925 $4,735,712 $3,791,213
Fee on Acquisition Costs 238,500 ($238,500)
Total Developer's Fee $7,845,519 $8,526,925 $681,406 11% $80,443 $8,526,925 $4,735,712 $3,791,213
RESERVES AND ESCROWS (funded amounts only)
Operating Reserve 425,653 $466,379 $40,726 14% $4 $4,400 $466,379 $466,379
Lease Up Reserve 150,000 $200,000 $50,000 6% $2 $1,887 $200,000 $200,000
Replacement Reserve Deposit (Initial Payment) 238,500 $238,500 7% $2 $2,250 $238,500 $238,500
Debt Service Reserve 386,688 $614,666 $227,978 19% $6 $5,799 $614,666 $614,666
Resident Services Reserve 50,000 ($50,000)
State Credit Bridge Reserve $1,800,000 $1,800,000 54% $17 $16,981 $1,800,000 $1,800,000
Other Reserve 3
Other Reserve 4
Other Reserve 5
Total Reserves and Escrows $1,250,841 $3,319,545 $2,068,704 4% $31 $31,316 $3,319,545 $3,319,545
TOTAL USES OF FUNDS $67,626,540 $74,633,922 $7,007,382 100% 617.41 $ 704,093.61$ $74,633,922 $15,869,495 $49,068,229 $5,904,985 $3,791,213
26,602,679 (26,602,679)
MAXIMUM DEVELOPER'S FEE
Fee on Non-acquisition Costs
Less Acquisition Costs
Less Construction Contingency
Less Soft Cost + Financing Contingency
Non Acquisition Fee Basis
Cost/ sq ft Cost per unit
Fee on Non-acquisition Costs $60 $60,777
Fee on Acquisition Costs
Acquisition Costs
Cost/ sq ft Cost per unit
Fee on Acquisition Costs $2 $2,250
Total Developer's Fee $62 $63,027
$62,787,452Total Development Costs before Developer's Fee and Guarantees and Reserves
$6,680,813
$238,500
-$533,195
$42,948,754
15%
$6,442,313
$4,770,000
Less LIHTC Syndication and Bond Financing-Related Costs
Maximum Developer Fee Calculation
5%
Fee on Development Costs Fee on Acquisition Costs
Eligible development costs for calculating the
maximum fee do not include the following:
hard or soft cost contingencies,
syndication/bond-financing related costs;
funded guarantee and reserve accounts that are
required by lenders or investors; and
developers' fees.
If there is an identity of interest between the
seller and the purchaser, no fee shall be
calculated on the acquisition price.
15% 5%
Any fee in excess of $2 million shall be deferred up to the amount that can be recovered from cash flow
over 12 years of operations. Amounts that cannot be repaid during this period will be added to the initial $2
million paid fee.
-$4,770,000
-$2,780,320
-$11,755,184
HCD Form 202 (rev. November 2021) 3

C-1

EXHIBIT C
CONSTRUCTION DRAW SCHEDULE
a. Sources Uses
123456789 1 0 1 1 1 2 1 3 1 4 1 5 1 6 1 7 1 8 1 9 2 0 2 1 2 2 2 3 2 4 2 5 2 6 2 7 2 8 2 9
Construction Construction Construction Construction Construction Construction Construction Construction Construction Construction Constru ction Construction Construction Construction Construction Construction Construction Construction Construction Construction Lease-up Lease-up Lease-up Lease-up Lease-up Lease-up Stabilization Stabilization Stabilization
100.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00%
Apr-2025 May-2025 Jun-2025 Jul-2025 Aug-2025 Sep-2025 Oct-2025 Nov-2025 Dec-2025 Jan-2026 Feb-2026 Mar-2026 Apr-2026 May-2026 Jun-2026 Jul-2026 Aug-202 6 Sep-2026 Oct-2026 Nov-2026 Dec-2026 Jan-2027 Feb-2027 Mar-2027 Apr-2027 May-2027 Jun-2027 Jul-2027 Aug-2027 Sep-2027
Categories % at Closing Project Budget Amt. Paid at Closing Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24 Month 25 Month 26 Month 27 Month 28 Month 29
Acquisition 5,184,795 5,184,795 - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Construction 40,810,177 - 2,040,509 2,040,509 2,040,509 2,040,509 2,040,509 2,040,509 2,040,509 2,040,509 2,040,509 2,040,509 2,040,509 2,040,509 2,040,509 2,040,509 2,040,509 2,040,509 2,040,509 2,040,509 2,040,509 2,040,509 - - - - - - - - -
Permits & Bonds 465,656 465,656 - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Utilities/Testing & Inspection 327,112 80,000 12,356 12,356 12,356 12,356 12,356 12,356 12,356 12,356 12,356 12,356 12,356 12,356 12,356 12,356 12,356 12,356 12,356 12,356 12,356 12,356 - - - - - - - - -
Architect & Engineering 2,408,561 1,669,781 36,939 36,939 36,939 36,939 36,939 36,939 36,939 36,939 36,939 36,939 36,939 36,939 36,939 36,939 36,939 36,939 36,939 36,939 36,939 36,939 - - - - - - - - -
Legal 1,105,500 730,000 18,775 18,775 18,775 18,775 18,775 18,775 18,775 18,775 18,775 18,775 18,775 18,775 18,775 18,775 18,775 18,775 18,775 18,775 18,775 18,775 - - - - - - - - -
Financing 4,360,141 2,755,661 80,224 80,224 80,224 80,224 80,224 80,224 80,224 80,224 80,224 80,224 80,224 80,224 80,224 80,224 80,224 80,224 80,224 80,224 80,224 80,224 - - - - - - - - -
Carrying Costs & Reserves 2,991,507 1,571,178 7,950 7,950 7,950 7,950 7,950 7,950 7,950 7,950 7,950 7,950 7,950 7,950 7,950 7,950 7,950 7,950 7,950 7,950 7,950 157,950 - - - - - - - - 1,111,329
Miscellaneous & Other 1,084,600 42,500 10,200 10,200 10,200 10,200 10,200 10,200 10,200 10,200 10,200 10,200 10,200 10,200 10,200 10,200 10,200 10,200 10,200 10,200 10,200 267,700 - - 96,767 96,767 96,767 96,767 96,767 96,767 -
Soft Cost Contingency 0% 390,012 - 19,501 19,501 19,501 19,501 19,501 19,501 19,501 19,501 19,501 19,501 19,501 19,501 19,501 19,501 19,501 19,501 19,501 19,501 19,501 19,501
Capitalized Interest - First Trust - 4,200,000 - 48,513 60,381 72,310 84,302 96,357 108,474 120,655 132,899 145,207 157,579 170,015 182,517 183,112 183,112 183,112 175,897 175,897 175,897 175,897 175,897 175,897 175,897 175,897 114,460 114,460 114,460 114,460 114,460 114,460
Subtotal Project Costs 63,328,061 12,499,571 2,274,966 2,286,834 2,298,763 2,310,755 2,322,810 2,334,927 2,347,108 2,359,352 2,371,660 2,384,032 2,396,468 2,408,970 2,409,565 2,409,565 2,409,565 2,402,350 2,402,350 2,402,350 2,402,350 2,809,850 175,897 175,897 272,663 211,227 211,227 211,227 211,227 211,227 1,225,790
Developer Fee 1% 8,127,378 1,090,299 - - - - - - - - - - - - - - - - - - - - - - 1,090,299 - - - - - 5,946,780
Developer Fee (Acquisition) 100% - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(Reserved) 100% - - - - - - - - - - - - - - - - - - - - - -
TOTAL PROJECT COSTS 71,455,439 13,589,870 2,274,966 2,286,834 2,298,763 2,310,755 2,322,810 2,334,927 2,347,108 2,359,352 2,371,660 2,384,032 2,396,468 2,408,970 2,409,565 2,409,565 2,409,565 2,402,350 2,402,350 2,402,350 2,402,350 2,809,850 175,897 175,897 1,362,962 211,227 211,227 211,227 211,227 211,227 7,172,570
Construction Loan Payoff 22,365,000
SOURCES
Ist Trust Proceeds $12,736,315 9,299,609 2,274,966 2,286,834 2,298,763 2,310,755 2,322,810 2,334,927 2,347,108 2,359,352 2,371,660 2,384,032 2,396,468 114,032 (1,383,129) - - - - - - - (11,776,916) - - - - - (9,204,955)
DHCD Gap Financing [HPTF] 23,602,679 - - - - - - - - - - - - 2,294,938 2,409,565 2,409,565 - 2,402,350 2,402,350 2,402,350 2,402,350 2,809,850 175,897 175,897 - 211,227 211,227 211,227 211,227 211,227 2,661,435
LIHTC Equity 25,284,623 3,792,693 - - - - - - - - - - - - - - 3,792,693 - - - - - - - 12,642,311 - - - - - 5,056,925
[Reserved] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Deferred Developer Fee 4,856,154 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 4,856,154
DC LIHTC 4,975,668 497,567 - - - - - - - - - - - - - - - - - - - - - - 497,567 - - - - - 3,980,534
[Reserved] - - -
[Reserved] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Total Sources 71,455,439 13,589,870 2,274,966 2,286,834 2,298,763 2,310,755 2,322,810 2,334,927 2,347,108 2,359,352 2,371,660 2,384,032 2,396,468 2,408,970 2,409,565 2,409,565 2,409,565 2,402,350 2,402,350 2,402,350 2,402,350 2,809,850 175,897 175,897 1,362,962 211,227 211,227 211,227 211,227 211,227 7,350,093

D-1

EXHIBIT D
FEDERAL LABOR STANDARDS CONTRACT ADDENDUM
HuD-4010 U.S.DepartmentofHousingandUrbanDevelopment
FederalLaborStandardsProvisions OfficeofDavis-BaconandLaborStandards

‘A.APPLICABILITY
TheProjectorProgramtowhichtheconstructionworkcoveredbythisContractpertainsisbeing
assistedbytheUnitedStatesofAmerica,andthefollowingFederalLaborStandardsProvi
includedinthisContractpursuanttotheprovisionsapplicabletosuchFederalassistance.
1. Minimumwagesandfringebenefits
Alllaborersandmechanicsemployedorworkinguponthesiteofthework(orotherwiseworkingin
constructionordevelopmentoftheprojectundera developmentstatute),willbepaid
unconditionallyandnotlessoftenthanonceaweek,andwithoutsubsequentdeductionorrebate‘onanyaccount(exceptsuchpayrolldeductionsasarepermittedbyregulationsissuedbythe
SecretaryofLaborundertheCopelandAct(29CFRpart3)),thefullamountofbasichourlywages
andbonafidefringebenefits(orcashequivalentsthereof)dueattimeofpaymentcomputedat
ratesnotlessthanthosecontainedinthewagedeterminationoftheSecretaryofLaborwhichis
attachedheretoandmadeaparthereof,regardlessofanycontractualrelationshipwhichmaybe
allegedtoexistbetweenthecontractorandsuchlaborersandmechanics.Asprovidedin29CFR
5.5(d)and(e),theappropriatewagedeterminationsareeffectivebyoperationoflawevenifthey
havenotbeenattachedtothecontract.Contributionsmadeorcostsreasonablyanticipatedforbona
fidefringebenefitsundertheDavis-BaconAct(40U.S.C.3141(2)(B))onbehalfoflaborersor
mechanicsareconsideredwagespaidtosuchlaborersormechanics,subjecttotheprovisionsof
paragraph(a)(1)(v)ofthesecontractclauses;also,regularcontributionsmadeorcostsincurredfor
morethanaweeklyperiod(butnotlessoftenthanquarterly)underplans,funds,orprogramswhich
covertheparticularweeklyperiod,aredeemedtobeconstructivelymadeorincurredduringsuch
weeklyperiod.Suchlaborersandmechanicsmustbepaidtheappropriatewagerateandfringe
benefitsonthewagedeterminationfortheclassification(s)ofworkactuallyperformed,without
regardtoskill,exceptasprovidedin29CFR5.5(a)(4).Laborersormechanicsperformingworkin
‘morethanoneclassificationmaybecompensatedattheratespecifiedforeachclassificationforthe
timeactuallyworkedtherein:Provided,Thattheemployer'spayrollrecordsaccuratelysetforththe
timespentineachclassificationinwhichworkisperformed.Thewagedetermination(includingany
additionalclassificationsandwageratesconformedunder29CFR5.5(a)(1)(ii))andtheDavis-Bacon
poster(WH-1321)mustbepostedatalltimesbythecontractoranditssubcontractorsatthesiteof
‘theworkinaprominentandaccessibleplacewhereitcanbeeasilyseenbytheworkers.fi,Frequentlyrecurringclassifications
‘A.Inadditiontowageandfringebenefitratesthathavebeendeterminedtobeprevailingunder
theproceduressetforthin29CFRpart1,awagedeterminationmaycontain,pursuantto§1.3(f),
wageandfringebenefitratesforclassificationsoflaborersandmechanicsforwhichconformance
requestsareregularlysubmittedpursuantto29CFR5.5(a)(1)(ii),providedthat:
1.Theworkperformedbytheclassificationisnotperformedbyaclassificationinthewage
determinationforwhichaprevailingwageratehasbeendetermined;
2. Theclassificationisusedintheareabytheconstructionindustry;and
3. Thewageratefortheclassificationbearsareasonablerelationshiptotheprevai
containedinthewagedetermination.
B. TheAdministratorwillestablishwageratesforsuchclassificationsinaccordancewith29CFR
5.5(a)(1)(ii)(A)(3).Workperformedinsuchaclassificationmustbepaidatnolessthanthewage
andfringebenefitratelistedonthewagedeterminationforsuchclassification.Conformance
‘A.Thecontractingofficermustrequirethatanyclassoflaborersormechanics,includinghelpers,
whichisnotlistedinthewagedeterminationandwhichistobeemployedunderthecontractbe
Previouseditionsobsolete 1 FormHUD-4010,(10/2023)
ref.Handbook1344.1

1BWagerates

classifiedinconformancewiththewagedetermination.Conformanceofanadditionalclassification
andwagerateandfringebenefitsisappropriateonlywhenthefollowingcriteriahavebeenmet:1,Theworktobeperformedbytheclassificationrequestedisnotperformedbyaclassificationin
thewagedetermination;and
2. Theclassificationisusedintheareabytheconstructionindustry;and
3. Theproposedwagerate,includinganybonafidefringebenefits,bearsareasonable
relationshiptothewageratescontainedinthewagedetermination.
Theconformanceprocessmaynotbeusedtosplit,subdivide,orotherwiseavoidapplicationof
classificationslistedinthewagedetermination.
. Ifthecontractorandthelaborersandmechanicstobeemployedintheclassification(ifknown),
ortheirrepresentatives,andthecontractingofficeragreeontheclassificationandwagerate
(includingtheamountdesignatedforfringebenefitswhereappropriate),areportoftheaction
takenwillbesentbythecontractingofficerbyemailtoDBAconformance@dol.gov.The
Administrator,oranauthorizedrepresentative,willapprove,modify,ordisapproveevery
additionalclassificationactionwithin30daysofreceiptandsoadvisethecontractingofficeror
willnotifythecontractingofficerwithinthe30-dayperiodthatadditionaltimeisnecessary.
D. Intheeventthecontractor,thelaborersormechanicstobeemployedintheclassificationor
theirrepresentatives,andthecontractingofficerdonotagreeontheproposedclassification
andwagerate(includingtheamountdesignatedforfringebenefits,whereappropriate),the
contractingofficerwill,byemailtoDBAconformance@dol.gov,referthequestions,including
theviewsofallinterestedpartiesandtherecommendationofthecontractingofficer,tothe
Administratorfordetermination.TheAdministrator,oranauthorizedrepresentative,willissue
adeterminationwithin30daysofreceiptandsoadvisethecontractingofficerorwillnotify
thecontractingofficerwithinthe30-dayperiodthatadditionaltimeisnecessary.
E.ThecontractingofficermustpromptlynotifythecontractoroftheactiontakenbytheWage
andHourDivisionunder29CFR5.5(a)(1)(iii(C)and(0).Thecontractormustfurnishawritten
copyofsuchdeterminationtoeachaffectedworkeroritmustbepostedasapartofthewage
determination.Thewagerate(includingfringebenefitswhereappropriate)determined
pursuantto29CFR5.5(a)(1)iii)(C)or(D)mustbepaidtoallworkersperformingworkinthe
classificationunderthiscontractfromthefirstdayonwhichworkisperformedinthe
classification
iv.FringebenefitsnotexpressedasanhourlyrateWhenevertheminimumwagerateprescribedinthecontractforaclassoflaborersormechanics
includesafringebenefitwhichisnotexpressedasanhourlyrate,thecontractormayeitherpaythe
benefitasstatedinthewagedeterminationormaypayanotherbonafidefringebenefitoranhourly
cashequivalentthereof.
v. UnfundedplansIfthecontractordoesnotmakepaymentstoatrusteeorotherthirdperson,thecontractormay
consideraspartofthewagesofanylaborerormechanictheamountofanycostsreasonably
bonafidefringebenefitsunderaplanorprogram,Provided,Thatthe
SecretaryofLaborhasfound,uponthewrittenrequestofthecontractor,inaccordancewiththe
criteriasetforthin29CFR5.28,thattheapplicablestandardsoftheDavis-BaconActhavebeenmet.
TheSecretaryofLabormayrequirethecontractortosetasideinaseparateaccountassetsforthe
meetingofobligationsundertheplanorprogram.
vi.InterestIntheeventofafailuretopayallorpartofthewagesrequiredbythecontract,the
contractorwillberequiredtopayinterestonanyunderpaymentofwages.

Previouseditionsobsolete 2 FormHUD-4010,(10/2023)
ref.Handbook1344.1
2. Withholding
i,Withholdingrequirements
TheU.S.DepartmentofHousingandUrbanDevelopmentmay,uponitsownaction,ormust,upon
writtenrequestofanauthorizedrepresentativeoftheDepartmentofLabor,withholdorcausetobe
withheldfromthecontractorsomuchoftheaccruedpaymentsoradvancesasmaybeconsidered
necessarytosatisfytheliabilitiesoftheprimecontractororanysubcontractorforthefullamount
ofwagesandmonetaryrelief,includinginterest,requiredbytheclausessetforthin29CFR5.5(a)
forviolationsofthiscontract,ortosatisfyanysuchliabilitiesrequiredbyanyotherFederal
contract,orfederallyassistedcontractsubjecttoDavis-Baconlaborstandards,thatisheldbythe
sameprimecontractor(asdefinedin29CFR5.2).Thenecessaryfundsmaybe withheldfromthe
contractorunderthiscontract,anyotherFederalcontractwiththesameprimecontractor,orany
otherfederallyassistedcontractthatissubjecttoDavis-Baconlaborstandardsrequirementsandis
heldbythesameprimecontractor,regardlessofwhethertheothercontractwasawardedor
assistedbythesameagency,andsuchfundsmaybeusedtosatisfythecontractorliabilityforwhich
thefundswerewithheld.Intheeventofacontractor'sfailuretopayanylaborerormechanic,includinganyapprenticeorhelperworkingonthesiteofthework(orotherwiseworkingin
constructionordevelopmentoftheprojectunderadevelopmentstatute)allorpartofthewages
requiredbythecontract,oruponthecontractor'sfailuretosubmittherequiredrecordsas
discussedin29CFR5.5(a)(3)(iv),HUDmayonitsowninitiativeandafterwrittennoticetothe
contractor,sponsor,applicant,owner,orotherentity,asthecasemaybe,takesuchactionasmay
benecessarytocausethesuspensionofanyfurtherpayment,advance,orguaranteeoffundsuntil
suchviolationshaveceased.
li,Prioritytowithheldfunds
TheDepartmenthasprioritytofundswithheldortobewithheldinaccordance
5.5(a)(2()or(b)(3)(),orboth,overclaimstothosefundsby:
Acontractor'ssurety(ies),includingwithoutlimitationperformancebondsuretiesand
paymentbondsureties;B.Acontractingagencyforitsreprocurementcosts;C.Atrustee(s)(eitheracourt-appointedtrusteeoraU.S.trustee,orboth)inbankruptcyofa
contractor,oracontractor'sbankruptcyestate;
D.Acontractor’sassignee(s);
E.Acontractor’ssuccessor(s);or
F.AclaimassertedunderthePromptPaymentAct,31U.S.C.3901-3907.
3. Recordsandcertifiedpayrolls
i.Basicrecordrequirements
‘A.Lengthofrecordretention.Allregularpayrollsandotherbasicrecordsmustbemaintainedby
thecontractorandanysubcontractorduringthecourseoftheworkandpreservedforall
laborersandmechanicsworkingatthesiteofthework(orotherwiseworkinginconstruction
ordevelopmentoftheprojectunderadevelopmentstatute)foraperiodofatleast3years
afteralltheworkontheprimecontractiscompleted.
B.InformationrequiredSuchrecordsmustcontainthename;SocialSecuritynumber;lastknown
address,telephonenumber,andemailaddressofeachsuchworker;eachworker'scorrect
classification(s)ofworkactuallyperformed;hourlyratesofwagespaid(includingratesof
contributionsorcostsanticipatedforbonafidefringebenefitsorcashequivalentsthereofof
thetypesdescribedin40U.S.C.3141(2}(8)oftheDavis-BaconAct);dailyandweeklynumberof
hoursactuallyworkedintotalandoneachcoveredcontract;deductionsmade;andactual
wagespaid.
C.Additionalrecordsrelatingtofringebenefits.WhenevertheSecretaryofLaborhasfound
under29CFR5.5(a)(1)(v)thatthewagesofanylaborerormechanicincludetheamountofany
Previouseditionsobsolete 3 FormHUD-4010,(10/2023)
ref.Handbook1344.1

29CFR

HuD-4010 U.S.DepartmentofHousingandUrbanDevelopment
FederalLaborStandardsProvisions OfficeofDavis-BaconandLaborStandards

‘A.APPLICABILITY
TheProjectorProgramtowhichtheconstructionworkcoveredbythisContractpertainsisbeing
assistedbytheUnitedStatesofAmerica,andthefollowingFederalLaborStandardsProvi
includedinthisContractpursuanttotheprovisionsapplicabletosuchFederalassistance.
1. Minimumwagesandfringebenefits
Alllaborersandmechanicsemployedorworkinguponthesiteofthework(orotherwiseworkingin
constructionordevelopmentoftheprojectundera developmentstatute),willbepaid
unconditionallyandnotlessoftenthanonceaweek,andwithoutsubsequentdeductionorrebate‘onanyaccount(exceptsuchpayrolldeductionsasarepermittedbyregulationsissuedbythe
SecretaryofLaborundertheCopelandAct(29CFRpart3)),thefullamountofbasichourlywages
andbonafidefringebenefits(orcashequivalentsthereof)dueattimeofpaymentcomputedat
ratesnotlessthanthosecontainedinthewagedeterminationoftheSecretaryofLaborwhichis
attachedheretoandmadeaparthereof,regardlessofanycontractualrelationshipwhichmaybe
allegedtoexistbetweenthecontractorandsuchlaborersandmechanics.Asprovidedin29CFR
5.5(d)and(e),theappropriatewagedeterminationsareeffectivebyoperationoflawevenifthey
havenotbeenattachedtothecontract.Contributionsmadeorcostsreasonablyanticipatedforbona
fidefringebenefitsundertheDavis-BaconAct(40U.S.C.3141(2)(B))onbehalfoflaborersor
mechanicsareconsideredwagespaidtosuchlaborersormechanics,subjecttotheprovisionsof
paragraph(a)(1)(v)ofthesecontractclauses;also,regularcontributionsmadeorcostsincurredfor
morethanaweeklyperiod(butnotlessoftenthanquarterly)underplans,funds,orprogramswhich
covertheparticularweeklyperiod,aredeemedtobeconstructivelymadeorincurredduringsuch
weeklyperiod.Suchlaborersandmechanicsmustbepaidtheappropriatewagerateandfringe
benefitsonthewagedeterminationfortheclassification(s)ofworkactuallyperformed,without
regardtoskill,exceptasprovidedin29CFR5.5(a)(4).Laborersormechanicsperformingworkin
‘morethanoneclassificationmaybecompensatedattheratespecifiedforeachclassificationforthe
timeactuallyworkedtherein:Provided,Thattheemployer'spayrollrecordsaccuratelysetforththe
timespentineachclassificationinwhichworkisperformed.Thewagedetermination(includingany
additionalclassificationsandwageratesconformedunder29CFR5.5(a)(1)(ii))andtheDavis-Bacon
poster(WH-1321)mustbepostedatalltimesbythecontractoranditssubcontractorsatthesiteof
‘theworkinaprominentandaccessibleplacewhereitcanbeeasilyseenbytheworkers.fi,Frequentlyrecurringclassifications
‘A.Inadditiontowageandfringebenefitratesthathavebeendeterminedtobeprevailingunder
theproceduressetforthin29CFRpart1,awagedeterminationmaycontain,pursuantto§1.3(f),
wageandfringebenefitratesforclassificationsoflaborersandmechanicsforwhichconformance
requestsareregularlysubmittedpursuantto29CFR5.5(a)(1)(ii),providedthat:
1.Theworkperformedbytheclassificationisnotperformedbyaclassificationinthewage
determinationforwhichaprevailingwageratehasbeendetermined;
2. Theclassificationisusedintheareabytheconstructionindustry;and
3. Thewageratefortheclassificationbearsareasonablerelationshiptotheprevai
containedinthewagedetermination.
B. TheAdministratorwillestablishwageratesforsuchclassificationsinaccordancewith29CFR
5.5(a)(1)(ii)(A)(3).Workperformedinsuchaclassificationmustbepaidatnolessthanthewage
andfringebenefitratelistedonthewagedeterminationforsuchclassification.Conformance
‘A.Thecontractingofficermustrequirethatanyclassoflaborersormechanics,includinghelpers,
whichisnotlistedinthewagedeterminationandwhichistobeemployedunderthecontractbe
Previouseditionsobsolete 1 FormHUD-4010,(10/2023)
ref.Handbook1344.1

1BWagerates

classifiedinconformancewiththewagedetermination.Conformanceofanadditionalclassification
andwagerateandfringebenefitsisappropriateonlywhenthefollowingcriteriahavebeenmet:1,Theworktobeperformedbytheclassificationrequestedisnotperformedbyaclassificationin
thewagedetermination;and
2. Theclassificationisusedintheareabytheconstructionindustry;and
3. Theproposedwagerate,includinganybonafidefringebenefits,bearsareasonable
relationshiptothewageratescontainedinthewagedetermination.
Theconformanceprocessmaynotbeusedtosplit,subdivide,orotherwiseavoidapplicationof
classificationslistedinthewagedetermination.
. Ifthecontractorandthelaborersandmechanicstobeemployedintheclassification(ifknown),
ortheirrepresentatives,andthecontractingofficeragreeontheclassificationandwagerate
(includingtheamountdesignatedforfringebenefitswhereappropriate),areportoftheaction
takenwillbesentbythecontractingofficerbyemailtoDBAconformance@dol.gov.The
Administrator,oranauthorizedrepresentative,willapprove,modify,ordisapproveevery
additionalclassificationactionwithin30daysofreceiptandsoadvisethecontractingofficeror
willnotifythecontractingofficerwithinthe30-dayperiodthatadditionaltimeisnecessary.
D. Intheeventthecontractor,thelaborersormechanicstobeemployedintheclassificationor
theirrepresentatives,andthecontractingofficerdonotagreeontheproposedclassification
andwagerate(includingtheamountdesignatedforfringebenefits,whereappropriate),the
contractingofficerwill,byemailtoDBAconformance@dol.gov,referthequestions,including
theviewsofallinterestedpartiesandtherecommendationofthecontractingofficer,tothe
Administratorfordetermination.TheAdministrator,oranauthorizedrepresentative,willissue
adeterminationwithin30daysofreceiptandsoadvisethecontractingofficerorwillnotify
thecontractingofficerwithinthe30-dayperiodthatadditionaltimeisnecessary.
E.ThecontractingofficermustpromptlynotifythecontractoroftheactiontakenbytheWage
andHourDivisionunder29CFR5.5(a)(1)(iii(C)and(0).Thecontractormustfurnishawritten
copyofsuchdeterminationtoeachaffectedworkeroritmustbepostedasapartofthewage
determination.Thewagerate(includingfringebenefitswhereappropriate)determined
pursuantto29CFR5.5(a)(1)iii)(C)or(D)mustbepaidtoallworkersperformingworkinthe
classificationunderthiscontractfromthefirstdayonwhichworkisperformedinthe
classification
iv.FringebenefitsnotexpressedasanhourlyrateWhenevertheminimumwagerateprescribedinthecontractforaclassoflaborersormechanics
includesafringebenefitwhichisnotexpressedasanhourlyrate,thecontractormayeitherpaythe
benefitasstatedinthewagedeterminationormaypayanotherbonafidefringebenefitoranhourly
cashequivalentthereof.
v. UnfundedplansIfthecontractordoesnotmakepaymentstoatrusteeorotherthirdperson,thecontractormay
consideraspartofthewagesofanylaborerormechanictheamountofanycostsreasonably
bonafidefringebenefitsunderaplanorprogram,Provided,Thatthe
SecretaryofLaborhasfound,uponthewrittenrequestofthecontractor,inaccordancewiththe
criteriasetforthin29CFR5.28,thattheapplicablestandardsoftheDavis-BaconActhavebeenmet.
TheSecretaryofLabormayrequirethecontractortosetasideinaseparateaccountassetsforthe
meetingofobligationsundertheplanorprogram.
vi.InterestIntheeventofafailuretopayallorpartofthewagesrequiredbythecontract,the
contractorwillberequiredtopayinterestonanyunderpaymentofwages.

Previouseditionsobsolete 2 FormHUD-4010,(10/2023)
ref.Handbook1344.1
2. Withholding
i,Withholdingrequirements
TheU.S.DepartmentofHousingandUrbanDevelopmentmay,uponitsownaction,ormust,upon
writtenrequestofanauthorizedrepresentativeoftheDepartmentofLabor,withholdorcausetobe
withheldfromthecontractorsomuchoftheaccruedpaymentsoradvancesasmaybeconsidered
necessarytosatisfytheliabilitiesoftheprimecontractororanysubcontractorforthefullamount
ofwagesandmonetaryrelief,includinginterest,requiredbytheclausessetforthin29CFR5.5(a)
forviolationsofthiscontract,ortosatisfyanysuchliabilitiesrequiredbyanyotherFederal
contract,orfederallyassistedcontractsubjecttoDavis-Baconlaborstandards,thatisheldbythe
sameprimecontractor(asdefinedin29CFR5.2).Thenecessaryfundsmaybe withheldfromthe
contractorunderthiscontract,anyotherFederalcontractwiththesameprimecontractor,orany
otherfederallyassistedcontractthatissubjecttoDavis-Baconlaborstandardsrequirementsandis
heldbythesameprimecontractor,regardlessofwhethertheothercontractwasawardedor
assistedbythesameagency,andsuchfundsmaybeusedtosatisfythecontractorliabilityforwhich
thefundswerewithheld.Intheeventofacontractor'sfailuretopayanylaborerormechanic,includinganyapprenticeorhelperworkingonthesiteofthework(orotherwiseworkingin
constructionordevelopmentoftheprojectunderadevelopmentstatute)allorpartofthewages
requiredbythecontract,oruponthecontractor'sfailuretosubmittherequiredrecordsas
discussedin29CFR5.5(a)(3)(iv),HUDmayonitsowninitiativeandafterwrittennoticetothe
contractor,sponsor,applicant,owner,orotherentity,asthecasemaybe,takesuchactionasmay
benecessarytocausethesuspensionofanyfurtherpayment,advance,orguaranteeoffundsuntil
suchviolationshaveceased.
li,Prioritytowithheldfunds
TheDepartmenthasprioritytofundswithheldortobewithheldinaccordance
5.5(a)(2()or(b)(3)(),orboth,overclaimstothosefundsby:
Acontractor'ssurety(ies),includingwithoutlimitationperformancebondsuretiesand
paymentbondsureties;B.Acontractingagencyforitsreprocurementcosts;C.Atrustee(s)(eitheracourt-appointedtrusteeoraU.S.trustee,orboth)inbankruptcyofa
contractor,oracontractor'sbankruptcyestate;
D.Acontractor’sassignee(s);
E.Acontractor’ssuccessor(s);or
F.AclaimassertedunderthePromptPaymentAct,31U.S.C.3901-3907.
3. Recordsandcertifiedpayrolls
i.Basicrecordrequirements
‘A.Lengthofrecordretention.Allregularpayrollsandotherbasicrecordsmustbemaintainedby
thecontractorandanysubcontractorduringthecourseoftheworkandpreservedforall
laborersandmechanicsworkingatthesiteofthework(orotherwiseworkinginconstruction
ordevelopmentoftheprojectunderadevelopmentstatute)foraperiodofatleast3years
afteralltheworkontheprimecontractiscompleted.
B.InformationrequiredSuchrecordsmustcontainthename;SocialSecuritynumber;lastknown
address,telephonenumber,andemailaddressofeachsuchworker;eachworker'scorrect
classification(s)ofworkactuallyperformed;hourlyratesofwagespaid(includingratesof
contributionsorcostsanticipatedforbonafidefringebenefitsorcashequivalentsthereofof
thetypesdescribedin40U.S.C.3141(2}(8)oftheDavis-BaconAct);dailyandweeklynumberof
hoursactuallyworkedintotalandoneachcoveredcontract;deductionsmade;andactual
wagespaid.
C.Additionalrecordsrelatingtofringebenefits.WhenevertheSecretaryofLaborhasfound
under29CFR5.5(a)(1)(v)thatthewagesofanylaborerormechanicincludetheamountofany
Previouseditionsobsolete 3 FormHUD-4010,(10/2023)
ref.Handbook1344.1

29CFR

costsreasonablyanticipatedinprovidingbenefitsunderaplanorprogramdescribedin40
U.S.C.3141(2)(B)oftheDavis-BaconAct,thecontractormustmaintainrecordswhichshowthat
thecommitmenttoprovidesuchbenefitsisenforceable,thattheplanorprogramisfinancially
responsible,andthattheplanorprogramhasbeencommunicatedinwritingtothelaborersor
mechanicsaffected,andrecordswhichshowthecostsanticipatedortheactualcostincurred
inprovidingsuchbenefits.
D.AdditionalrecordsrelatingtoapprenticeshipContractorswithapprenticesworkingunder
approvedprogramsmustmaintainwrittenevidenceoftheregistrationofapprenticeship
programs,theregistrationoftheapprentices,andtheratiosandwageratesprescribedinthe
applicableprograms.
ii,Certifiedpayrollrequirements
A.FrequencyandmethodofsubmissionThecontractororsubcontractormustsubmitweekly,
foreachweekinwhichanyDBA-orRelatedActs-coveredworkisperformed,certified
payrollstoHUDiftheagencyisapartytothecontract,butiftheagencyisnotsucha party,
thecontractorwillsubmitthecertifiedpayrollstotheapplicant,sponsor,owner,orother
entity,asthecasemaybe,thatmaintainssuchrecords,fortransmissiontoHUD.Theprimecontractorisresponsibleforthesubmissionofallcertifiedpayrollsbyallsubcontractors.A
contractingagencyorprimecontractormaypermitorrequirecontractorstosubmitcertified
payrollsthroughanelectronicsystem,aslongastheelectronicsystemrequiresalegallyvalid
electronicsignature;thesystemallowsthecontractor,thecontractingagency,andthe
DepartmentofLabortoaccessthecertifiedpayrollsuponrequestforatleast3yearsaftertheworkontheprimecontracthasbeencompleted;andthecontractingagencyorprime
contractorpermitsothermethodsofsubmissioninsituationswherethecontractorisunable
oFlimitedinitsabilitytouseoraccesstheelectronicsystem
B.InformationrequiredThecertifiedpayrollssubmittedmustsetoutaccuratelyandcompletely
alloftheinformationrequiredtobemaintainedunder29CFR5.5(a)(3)(i)(B),exceptthatfullSocialSecuritynumbersandlastknownaddresses,telephonenumbers,andemailaddresses
‘mustnotbeincludedonweeklytransmittals.Instead,thecertifiedpayrollsneedonlyinclude
anindividuallyidentifyingnumberforeachworker(e.g.,thelastfourdigitsoftheworker's
SocialSecuritynumber).TherequiredweeklycertifiedpayrollinformationmaybesubmittedusingOptionalFormWH-347orinanyotherformatdesired.OptionalFormWH-347is
availableforthispurposefromtheWageandHourDivisionWebsiteathttps://www.dol.gov/
sites/dolgov/files/WHD/leqacy/files/wh347.pdforitssuccessorwebsite.Itisnotaviolationof
thissectionforaprimecontractortorequireasubcontractortoprovidefullSocialSecurity
numbersandlastknownaddresses,telephonenumbers,andemailaddressestotheprime
contractorforitsownrecords,withoutweeklysubmissionbythesubcontractortothe
sponsoringgovernmentagency(ortheapplicant,sponsor,owner,orotherentity,asthecasemaybe,thatmaintainssuchrecords).
€.StatementofComplianceEachcertifiedpayrollsubmittedmustbeaccompaniedbya
“statementofCompliance,”signedbythecontractororsubcontractor,orthecontractor'sor
subcontractor’sagentwhopaysorsupervisesthepaymentofthepersonsworkingonthe
contract,andmustcertifythefollowing:
1. Thatthecertifiedpayrollforthepayrollperiodcontainstheinformationrequiredtobe
providedunder29CFR5.5(a)(3)(i),theappropriateinformationandbasicrecordsarebeing
maintainedunder29CFR5.5(a)(3)(i),andsuchinformationandrecordsarecorrectand
complete;

2. Thateachlaborerormechanic(includingeachhelperandapprentice)workingonthecontract
duringthepayrollperiodhasbeenpaidthefullweeklywagesearned,withoutrebate,either
directlyorindirectly,andthatnodeductionshavebeenmadeeitherdirectlyorindirectly
Previouseditionsobsolete 4 FormHUD-4010,(10/2023)ref.Handbook1344.1
3.

fromthefullwagesearned,otherthanpermissibledeductionsassetforthin29CFRpart3;
and
Thateachlaborerormechanichasbeenpaidnotlessthantheapplicablewageratesandfringebenefitsorcashequivalentsfortheclassification(s)ofworkactuallyperformed,as
specifiedintheapplicablewagedeterminationincorporatedintothecontract.
UseofOptionalFormWH-347Theweeklysubmissionofa properlyexecutedcertification
setforthonthereversesideofOptionalFormWH-347willsatisfytherequirementfor‘submissionofthe “StatementofCompliance”requiredby29CFR5.5(a)(3)(ii)(C)..
SignatureThesignaturebythecontractor,subcontractor,o thecontractor'sorsubcontractor’sagentmustbeanoriginalhandwrittensignatureoralegallyvalidelectronic
signature.
FalsificationThefalsificationofanyoftheabovecertificationsmaysubjectthecontractor
orsubcontractortocivilorcriminalprosecutionunder18U.S.C.1001and31U.S.C.3729.
LengthofcertifiedpayrollretentionThecontractororsubcontractormustpreserveall
certifiedpayrollsduringthecourseoftheworkandforaperiodof3yearsafterallthework
ontheprimecontractiscompleted.

Contracts,subcontracts,andrelateddocumentsThecontractororsubcontractormustmaintainthis
contractorsubcontractandrelateddocumentsincluding,withoutlimitation,bids,proposals,
amendments,modifications,andextensions.Thecontractororsubcontractormustpreservethese
contracts,subcontracts,andrelateddocumentsduringthecourseoftheworkandforaperiodof3
yearsafteralltheworkontheprimecontractiscompleted.
iv.Requireddisclosuresandaccess
A RequiredrecorddisclosuresandaccesstoworkersThecontractororsubcontractormust
maketherecordsrequiredunder29CFR5.5(a)(3)(i)-(ii),andanyotherdocumentsthat
HUDortheDepartmentofLabordeemsnecessarytodeterminecompliancewiththelabor
standardsprovisionsofanyoftheapplicablestatutesreferencedby29CFR5.1,available
forinspection,copying,ortranscriptionbyauthorizedrepresentativesofHUDorthe
DepartmentofLabor,andmustpermitsuchrepresentativestointerviewworkersduring
workinghoursonthejob.
Sanctionsfornon-compliancewithrecordsandworkeraccessrequirementsIfthe
contractororsubcontractorfailstosubmittherequiredrecordsortomakethemavailable,
orrefusestopermitworkerinterviewsduringworkinghoursonthejob,theFederalagency
may,afterwrittennoticetothecontractor,sponsor,applicant,owner,orotherentity,asthe
casemaybe,thatmaintainssuchrecordsorthatemployssuchworkers,takesuchactionas
maybenecessarytocausethesuspensionofanyfurtherpayment,advance,orguaranteeof
funds.Furthermore,failuretosubmittherequiredrecordsuponrequestortomakesuch
recordsavailable,ortopermitworkerinterviewsduringworkinghoursonthejob,maybe
groundsfordebarmentactionpursuantto29CFR5.12.Inaddition,anycontractororother
personthatfailstosubmittherequiredrecordsormakethoserecordsavailabletoWHD
withinthetimeWHD requeststhattherecordsbeproducedwillbeprecludedfrom
introducingasevidenceinanadministrativeproceedingunder29CFRpart6anyofthe
requiredrecordsthatwerenotprovidedormadeavailabletoWHD.WHD willtakeinto
considerationareasonablerequestfromthecontractororpersonforanextensionofthe
timeforsubmissionofrecords.WHD willdeterminethereasonablenessoftherequestand
mayconsider,amongotherthings,thelocationoftherecordsandthevolumeof
production.
RequiredinformationdisclosuresContractorsandsubcontractorsmustmaintainthefull
SocialSecuritynumberandlastknownaddress,telephonenumber,andemailaddressof
eachcoveredworker,andmustprovidethemuponrequesttoHUDiftheagencyisapartyto

Previouseditionsobsolete 5 FormHUD-4010,(10/2023)ref.Handbook1344.1
thecontract,ortotheWageandHourDivisionoftheDepartmentofLabor.IftheFederal
agencyisnotsuchapartytothecontract,thecontractor,subcontractor,orboth,must,
uponrequest,providethefullSocialSecuritynumberandlastknownaddress,telephone
number,andemailaddressofeachcoveredworkertotheapplicant,sponsor,owner,or
otherentity,asthecasemaybe,thatmaintainssuchrecords,fortransmissiontoHUD,the
contractor,ortheWageandHour DivisionoftheDepartmentofLaborforpurposesofan
investigationorothercomplianceaction.

4. Apprenticesandequalemploymentopportunityi.Apprentices
A RateofpayApprenticeswillbepermittedtoworkatlessthanthepredeterminedratefor
theworktheyperformwhentheyareemployedpursuanttoandindividuallyregisteredina
bonafideapprenticeshipprogramregisteredwiththeU.S.DepartmentofLabor,
EmploymentandTrainingAdministration,OfficeofApprenticeship(OA),orwithaState
ApprenticeshipAgencyrecognizedby theOA.Apersonwhoisnotindividuallyregisteredin
theprogram,butwhohasbeencertifiedbytheOAoraStateApprenticeshipAgency
(whereappropriate)tobeeligibleforprobationaryemploymentasanapprentice,willbe
permittedtoworkatlessthanthepredeterminedratefortheworktheyperforminthe
first90daysofprobationaryemploymentasanapprenticeinsuchaprogram.Intheevent
theOAoraStateApprenticeshipAgencyrecognizedbytheOAwithdrawsapprovalofan
apprenticeshipprogram,thecontractorwillnolongerbepermittedtouseapprenticesat
lessthantheapplicablepredeterminedratefortheworkperformeduntilanacceptable
programisapproved.
FringebenefitsApprenticesmustbepaidfringebenefitsinaccordancewiththeprovisions
oftheapprenticeshipprogram.Iftheapprenticeshipprogramdoesnotspecifyfringe
benefits,apprenticesmustbepaidthefullamountoffringebenefitslistedonthewage
determinationfortheapplicableclassification.IftheAdministratordeterminesthata
differentpracticeprevailsfortheapplicableapprenticeclassification,fringebenefitsmust
bepaidinaccordancewiththatdetermination.
ApprenticeshipratioTheallowableratioofapprenticestojourneyworkersonthejobsitein
anycraftclassificationmustnotbegreaterthantheratiopermittedtothecontractorasto
theentireworkforceundertheregisteredprogramortheratioapplicabletothelocalityof
theprojectpursuantto29CFR5.5(a)(4)(i)(D).Anyworkerlistedonapayrollatan
apprenticewagerate,whoisnotregisteredorotherwiseemployedasstatedin29CFR
5.5(a)(4)(i(A),mustbepaidnotlessthantheapplicablewagerateonthewage
determinationfortheclassificationofworkactuallyperformed.Inaddition,anyapprentice
performingworkonthejobsiteinexcessoftheratiopermittedunderthissectionmustbe
paidnotlessthantheapplicablewagerateonthewagedeterminationfortheworkactually
performed.
ReciprocityofratiosandwageratesWhereacontractorisperformingconstructionona
projectinalocalityotherthanthelocalityinwhichitsprogramisregistered,theratiosandwagerates(expressedinpercentagesofthejourneyworker’shourlyrate)applicablewithinthe
localityinwhichtheconstructionisbeingperformedmustbeobserved.Ifthereisno
applicableratioorwagerateforthelocalityoftheproject,theratioandwageratespecified
inthecontractor'sregisteredprogrammustbeobserved.

iiEqualemploymentopportunityTheuseofapprenticesandjourneyworkersunderthispartmust
beinconformitywiththeequalemploymentopportunityrequirementsofExecutiveOrder11246,
asamended,and29CFRpart30.
5 CompliancewithCopelandActrequirements.Thecontractorshallcomplywiththerequirementsof29
CFRpart3,whichareincorporatedbyreferenceinthiscontract.
Previouseditionsobsolete 6 FormHUD-4010,(10/2023)
ref.Handbook1344.1
6 Subcontracts.Thecontractororsubcontractormustinsertinanysubcontractstheclausescontainedin
29CFR5.5(a)(1)through(11),alongwiththeapplicablewagedetermination(s)andsuchotherclauses
orcontractmodificationsastheU.S.DepartmentofHousingand
UrbanDevelopmentmaybyappropriateinstructionsrequire,andaclauserequiringthesubcontractors
toincludetheseclausesandwagedetermination(s)inanylowertiersubcontracts.Theprime
contractorisresponsibleforthecompliancebyanysubcontractoro lowertiersubcontractorwithall
thecontractclausesinthissection.Intheeventofanyviolationsoftheseclauses,theprimecontractor
andanysubcontractor(s)responsiblewillbeliableforanyunpaidwagesandmonetaryrelief,including
interestfromthedateoftheunderpaymentorloss,duetoanyworkersoflower-tiersubcontractors,
andmaybesubjecttodebarment,asappropriate.
7 Contracttermination:debarment.Abreachofthecontractclausesin29CFR5.5maybegroundsfor
terminationofthecontract,andfordebarmentasacontractorandasubcontractorasprovidedin29
CFR5.12.
8 CompliancewithDavis-BaconandRelatedActrequirements.Allrulingsandinterpretationsofthe
Davis-BaconandRelatedActscontainedin29CFRparts1,3,and5arehereinincorporatedby
referenceinthiscontract.
9Disputesconcerninglaborstandards.Disputesarisingoutofthelaborstandardsprovisionsofthis
contractshallnotbesubjecttothegeneraldisputesclauseofthiscontract.Suchdisputesshallbe
resolvedinaccordancewiththeproceduresoftheDepartmentofLaborsetforthin29CFRparts5,6,
and7.Disputeswithinthemeaningofthisclauseincludedisputesbetweenthecontractor(oranyofits
subcontractors)andthecontractingagency,theU.S.DepartmentofLabor,ortheemployeesortheir
representatives.
10.Certificationofeligibility.
Byenteringintothiscontract,thecontractorcertifiesthatneitheritnoranypersonorfirmwho
hasaninterestinthecontractor'sfirmisapersonorfirmineligibletobeawardedGovernment
contractsbyvirtueof40U.S.C.3144(b)or29CFR5.12(a).
Nopartofthiscontractshallbesubcontractedtoanypersonorfirmineligibleforawardofa
Governmentcontractbyvirtueof40U.S.C.3144(b)or29CFR5.12(a)..
iii,ThepenaltyformakingfalsestatementsisprescribedintheU.S.Code,Title18Crimesand
CriminalProcedure,18U.S.C.1001.
11.Anti-retaliationItisunlawfulforanypersontodischarge,demote,intimidate,threaten,restrain,
coerce,blacklist,harass,orinanyothermannerdiscriminateagainst,ortocauseanypersonto
discharge,demote,intimidate,threaten,restrain,coerce,blacklist,harass,orinanyothermanner
discriminateagainst,anyworkerorjobapplicantfor:
i.Notifyinganycontractorofanyconductwhichtheworkerreasonablybelievesconstitutesa
violationoftheDBA,RelatedActs,or29CFRparts1,3,or5;
ii,Filinganycomplaint,initiatingorcausingtobeinitiatedanyproceeding,orotherwiseassertingor
seekingtoassertonbehalfofthemselvesorothersanyrightorprotectionundertheDBA,
RelatedActs,or29CFRparts1,3,or5;
ili.Cooperatinginanyinvestigationorothercomplianceaction,ortestifyinginanyproceedingunder
theDBA,RelatedActs,or29CFRparts1,3,or5;or
iv,InforminganyotherpersonabouttheirrightsundertheDBA,RelatedActs,or29CFRparts1,3,
ors.
B. ContractWorkHoursandSafetyStandardsAct(CWHSSA)
‘TheAgencyHeadmustcauseorrequirethecontractingofficertoinsertthefollowingclausesset
forthin29CFR5.5(b)(2),(2),(3),(4),and(5)infull,orforcontractscoveredbytheFederal
‘AcquisitionRegulation)byreference,inanycontractinanamountinexcessof$100,000andsubject.
totheovertimeprovisionsoftheContractWorkHoursandSafetyStandardsAct.Theseclausesmust

Previouseditionsobsolete 7 FormHUD-4010,(10/2023)
ref.Handbook1344.1
beinsertedinadditiontotheclausesrequiredby29CFR5.5(a)or4.6.Asusedinthisparagraph,the
terms“laborersandmechanics”includewatchpersonsandguards.
1.Overtimerequirements.Nocontractororsubcontractorcontractingforanypartofthecontract
workwhichmayrequireorinvolvetheemploymentoflaborersormechanicsshallrequireor
permitanysuchlaborerormechanicinanyworkweekinwhichheorsheisemployedonsuch
worktoworkinexcessoffortyhoursinsuchworkweekunlesssuchlaborerormechanicrec
‘compensationataratenotlessthanoneandone-halftimesthebasicrateofpayforallhours
workedinexcessoffortyhoursinsuchworkweek.
2. Violation;liabilityforunpaidwages;liquidateddamages.Intheeventofanyviolationofthe
clausesetforthin29CFR5.5(b)(1)thecontractorandanysubcontractorresponsibletherefor
shallbeliablefortheunpaidwagesandinterestfromthedateoftheunderpayment.Inaddition,
suchcontractorandsubcontractorshallbeliabletotheUnitedStates(inthecaseofworkdone
undercontractfortheDistrictofColumbiaoraterritory,tosuchDistrictortosuchterritory),for
liquidateddamages.Suchliquidateddamagesshallbecomputedwithrespecttoeachindividual
laborerormechanic,includingwatchpersonsandguards,employedinviolationoftheclauseset
forthin29CFR5.5(b)(1),inthesumof$31foreachcalendardayonwhichsuch individualwas
requiredorpermittedtoworkinexcessofthestandardworkweekoffortyhourswithout
paymentoftheovertimewagesrequiredbytheclausesetforthin29CFR5.5(b)(1).
3. Withholdingforunpaidwagesandliquidateddamages
WithholdingprocessTheU.SDepartmentofHousingandUrbanDevelopmentortherec
Federalassistancemay,uponitsownaction,ormust,uponwrittenrequestofanauthorized
representativeoftheDepartmentofLabor, withholdorcausetobe withheldfromthecontractor,
somuchoftheaccruedpaymentsoradvancesasmaybeconsiderednecessarytosatisfythe
liabilitiesoftheprimecontractororanysubcontractorforanyunpaidwages;monetaryrelief,
includinginterest;andliquidateddamagesrequiredbytheclausessetforthin29CFR5.5(b)on
thiscontract,anyotherFederalcontractwiththesameprimecontractor,oranyotherfederally
assistedcontractsubjecttotheContractWorkHoursandSafetyStandardsActthatisheldbythe
sameprimecontractor(asdefinedin29CFR5.2).Thenecessaryfundsmaybewithheldfromthe
contractorunderthiscontract,anyotherFederalcontractwiththesameprimecontractor,orany
otherfederallyassistedcontractthatissubjecttotheContractWorkHoursandSafetyStandards
‘Actandisheldbythesameprimecontractor,regardlessofwhethertheothercontractwas
awardedorassistedbythesameagency,andsuchfundsmaybeusedtosatisfythecontractor
liabilityforwhichthefundswerewithheld.
ii.PrioritytowithheldfundsTheDepartmenthasprioritytofundswithheldortobewithheldin
accordancewith29CFR5.5(a)(2)(i)or(b)(3)(i),orboth,overclaimstothosefundsbyA. Acontractor’ssurety(ies),includingwithoutlimitationperformancebondsuretiesand
paymentbondsureties;B. Acontractingagencyforitsreprocurementcosts;
C. Atrustee(s)(eitheracourt-appointedtrusteeoraU.S.trustee,orboth)inbankruptcyof a
contractor,oracontractor'sbankruptcyestate;
D. Acontractor’sassignee(s);
E, Acontractor’ssuccessor(s);or
F. claimassertedunderthePromptPaymentAct,31U.S.C.3901-3907.
4. Subcontracts.Thecontractororsubcontractormustinsertinanysubcontractstheclausessetforthin
29 CFR 5.5(b)(1)through(5)and a clauserequiringthesubcontractorstoincludetheseclausesinany
lowertiersubcontracts.Theprimecontractorisresponsibleforcompliancebyanysubcontractoror
lowertiersubcontractorwiththeclausessetforthin29CFR5.5(b)(1)through(5).Intheeventofany
violationsoftheseclauses,theprimecontractorandanysubcontractors)responsiblewillbe liablefor
anyunpaidwagesandmonetaryrelief,includinginterestfromthedateoftheunderpaymentorloss,

Previouseditionsobsolete 8 FormHUD-4010,(10/2023)
ref.Handbook1344.1
duetoanyworkersoflower-tiersubcontractors,andassociatedliquidateddamagesandmaybesubject
todebarment,asappropriate.
5 Anti-retaliationItisunlawfulforanypersontodischarge,demote,intimidate,threaten,restrain,
coerce,blacklist,harass,orinanyothermannerdiscriminateagainst,ortocauseanypersonto
discharge,demote,intimidate,threaten,restrain,coerce,blacklist,harass,orinanyothermanner
discriminateagainst,anyworkerorjobapplicantfc
i. Notifyinganycontractorofanyconductwhichtheworkerreasonablybelievesconstitutesa
violationoftheContractWorkHoursandSafetyStandardsAct(CWHSSA)oritsimplementing
regulationsin29CFRpart5;
fi,Filinganycomplaint,initiatingorcausingtobe initiatedanyproceeding,orotherwiseasserting
orseekingtoassertonbehalfofthemselvesorothersanyrightorprotectionunderCWHSSAor
29CFRpart5;iii,Cooperatinginanyinvestigationorothercomplianceaction,ortestifyinginanyproceeding
underCWHSSAor29CFRpart5;or
iv,InforminganyotherpersonabouttheirrightsunderCWHSSAor29CFRpart5.
C. CWHSSArequiredrecordsclauseInadditiontotheclausescontainedin29CFR5.5(b),inanycontract
subjectonlytotheContractWorkHoursandSafetyStandardsActandnottoanyoftheotherlaws
referencedby29CFR5.1,theAgencyHeadmustcauseorrequirethecontractingofficertoinserta
clauserequiringthatthecontractororsubcontractormustmaintainregularpayrollsandotherbasic
recordsduringthecourseoftheworkandmustpreservethemforaperiodof3yearsafterallthework
ontheprimecontractiscompletedforalllaborersandmechanics,includingguardsandwatchpersons,
workingonthecontract.Suchrecordsmustcontainthename;lastknownaddress,telephonenumber,
andemailaddress;andsocialsecuritynumberofeachsuchworker;eachworker'scorrect
classification(s)ofworkactuallyperformed;hourlyratesofwagespaid;dailyandweeklynumberof
hoursactuallyworked;deductionsmadeandactualwagespaid.Further,theAgencyHeadmustcause
orrequirethecontractingofficertoinsertinanysuchcontractaclauseprovidingthattherecordstobe
maintainedunderthisparagraphmustbemadeavailablebythecontractororsubcontractorfor
inspection,copying,ortranscriptionbyauthorizedrepresentativesofthe(writethenameofagency)
andtheDepartmentofLabor,andthecontractororsubcontractorwillpermitsuchrepresentativesto
interviewworkersduringworkinghoursonthejob.D. IncorporationofcontractclausesandwagedeterminationsbyreferenceAlthoughagenciesare
requiredtoinsertthecontractclausessetforthinthissection,alongwithappropriatewage
determinations,infullintocoveredcontracts,andcontractorsandsubcontractorsarerequiredtoinsert
theminanylower-tiersubcontracts,theincorporationbyreferenceoftherequiredcontractclauses
andappropriatewagedeterminationswillbegiventhesameforceandeffectasiftheywereinsertedin
fulltext.
E. IncorporationbyoperationoflawThecontractclausessetforthinthissection(ortheirequivalent
undertheFederalAcquisitionRegulation),alongwiththecorrectwagedeterminations,willbe
consideredtobeapartofeveryprimecontractrequiredbytheapplicablestatutesreferencedby29
CFR5.1toincludesuchclauses,andwillbeeffectivebyoperationoflaw,whetherornottheyare
includedorincorporatedbyreferenceintosuchcontract,unlesstheAdministratorgrantsavariance,
tolerance,orexemptionfromtheapplicationofthisparagraph.Wheretheclausesandapplicablewage
determinationsareeffectivebyoperationoflawunderthisparagraph,theprimecontractormustbe
‘compensatedforanyresultingincreaseinwagesinaccordancewithapplicablelaw.

Previouseditionsobsolete 9 FormHUD-4010,(10/2023)
ref.Handbook1344.1
F.HEALTHANDSAFETY
Theprovisionsofthisparagraph(F)areapplicablewheretheamountoftheprimecontractexceeds
$100,000.
Nolaborerormechanicshallberequiredtoworkinsurroundingsorunderworkingconditionswhichare
unsanitary,hazardous,ordangeroustohisorherhealthandsafety,asdeterminedunderconstruction
safetyandhealthstandardspromulgatedbytheSecretaryofLaborbyregulation.
ThecontractorshallcomplywithallregulationsissuedbytheSecretaryofLaborpursuantto29CFRPart
1926andfailuretocomplymayresultinimpositionofsanctionspursuanttotheContractWorkHoursand
SafetyStandardsAct,(PublicLaw91-54,83Stat96),40U.S.C.§3701etseq.
Thecontractorshallincludetheprovisionsofthisparagraphineverysubcontract,sothatsuchprovisions
willbebindingoneachsubcontractor.Thecontractorshalltakesuchactionwithrespecttoany
subcontractorastheSecretaryofHousingandUrbanDevelopmentortheSecretaryofLaborshalldirectas.
ameansofenforcingsuchprovisions.

Previouseditionsobsolete 10 FormHUD-4010,(10/2023)
ref.Handbook1344.1

E-1

EXHIBIT E
DAVIS-BACON WAGE DETERMINATION
"General Decision Number: DC20260003 01/02/2026
Superseded General Decision Number: DC20250003State: District of ColumbiaConstruction Type: ResidentialCounty: District of Columbia Statewide.RESIDENTIAL CONSTRUCTION PROJECTS (consisting of single family
homes and apartments up to and including 4 stories).
Modification Number Publication Date
0 01/02/2026
ASBE0024-008 10/01/2024
Rates Fringes
ASBESTOS WORKER: HAZARDOUS
MATERIAL HANDLER.................$ 24.46 10.19+a
Includes preparation, wetting, stripping, removal, scrapping,
vacuuming, bagging and disposing of all insulation materials, whether they contain asbestos or not, from mechanical systems
a. PAID HOLIDAYS: New Year's Day, Martin Luther King Day,
Memorial Day, Independence Day, Labor Day, Veterans' Day,Thanksgiving Day,the day after Thanksgiving and ChristmasDay provided the employee works the regular work day beforeand after the paid holiday.
----------------------------------------------------------------
ELEV0010-001 01/01/2025
Rates Fringes
ELEVATOR MECHANIC................$ 57.16 38.435+a+b
a. PAID HOLIDAYS: New Year's Day, Memorial Day, Independence
Day, Labor Day, Veterans' Day, Thanksgiving Day, ChristmasDay and the Friday after Thanksgiving.
b. VACATIONS: Employer contributes 8% of basic hourly rate
for 5 years or more of service; 6% of basic hourly rate for



ś
‡•‹†‡–‹ƒŽ‡
‹•‹‘‘Ŝśɩɥɩɬɥɥɥɪ‘†‹º
ƒ–‹‘‘Ŝśɩ—„Ž‹
ƒ–‹‘ƒ–‡śɨŵɥɩŵɩɥɩɭŞ
śɬŵɥɪŵɩɥɩɭɬŞ‘•–”—
–‹‘—•–•–ƒ”–„›ɨɨŵɥɪŵɩɥɩɭř‘–Š‡”™‹•‡ƒ‡™ƒ‰‡‡
‹•‹‘—•–„‡ƒ••‹‰‡†Ŝ
ś ƒ„‹ƒ —””ſ ‹‡Ž†ŵ†‹ƀˆˆ‹
‡ɤſɩɥɩƀɫɫɩŞɮɩɰɪĺ‘”‡ŽŽɤſɩɥɩƀ ɪɩɰŞɫɨɨɮſ—ŽŽ‡†„›ƒř
ƀ
6 months to 5 years of service as vacation pay credit.
----------------------------------------------------------------
PLUM0005-009 08/01/2025
Rates FringesPLUMBER..........................$ 29.60 14.71+a a. PAID HOLIDAYS: Labor Day, Veterans' Day, Thanksgiving Day
and the day after Thanksgiving, Christmas Day, New Year's Day, Martin Luther King's Birthday, Memorial Day and the Fourth of July.
----------------------------------------------------------------
PLUM0602-009 08/01/2025
Rates FringesPIPEFITTER (HVAC Pipe
Installation)....................$ 55.00 24.46+a
a. PAID HOLIDAYS: New Year's Day, Martin Luther King's
Birthday, Memorial Day, Independence Day, Labor Day, Veterans' Day, Thanksgiving Day and the day after Thanksgiving and Christmas Day.
----------------------------------------------------------------
SUDC2009-004 05/27/2009
Rates FringesBRICKLAYER.......................$ 20.71 0.00
CARPENTER, Including Drywall Hanging..........................$ 17.43 2.37 CEMENT MASON/CONCRETE FINISHER...$ 18.72 0.00 DRYWALL FINISHER/TAPER...........$ 15.00 0.00 ELECTRICIAN......................$ 19.93 3.11 LABORER: Common or General......$ 12.54 0.00 LABORER: Mason Tender for pointing, caulking, cleaning of existing masonry, brick, stone and cement structures
(restoration work); excludes
pointing, caulking and cleaning of new or replacement masonry, brick, stone and cement.................$ 12.59 PAINTER: Brush and Roller.......$ 15.32 5.15 POINTER, CAULKER, CLEANER, Includes pointing, caulking, cleaning of existing masonry, brick, stone and cement structures (restoration work); excludes pointing, caulking, cleaning of new or replacement masonry, brick, stone or cement...........................$ 18.33 ROOFER...........................$ 26.33 0.00 SHEET METAL WORKER...............$ 18.33 0.00----------------------------------------------------------------
WELDERS - Receive rate prescribed for craft performing
operation to which welding is incidental.
================================================================Note: Executive Order (EO) 13706, Establishing Paid Sick Leave
for Federal Contractors applies to all contracts subject to theDavis-Bacon Act for which the contract is awarded (and anysolicitation was issued) on or after January 1, 2017. If thiscontract is covered by the EO, the contractor must provideemployees with 1 hour of paid sick leave for every 30 hoursthey work, up to 56 hours of paid sick leave each year.Employees must be permitted to use paid sick leave for theirown illness, injury or other health-related needs, includingpreventive care; to assist a family member (or person who islike family to the employee) who is ill, injured, or has otherhealth-related needs, including preventive care; or for reasonsresulting from, or to assist a family member (or person who islike family to the employee) who is a victim of, domesticviolence, sexual assault, or stalking. Additional informationon contractor requirements and worker protections under the EOis available athttps://www.dol.gov/agencies/whd/government-contracts.
Note: Executive Order 13658 generally applies to contracts
subject to the Davis-Bacon Act that were awarded on or between
January 1, 2015 and January 29, 2022, and that have not beenrenewed or extended on or after January 30, 2022. ExecutiveOrder 13658 does not apply to contracts subject only to theDavis-Bacon Related Acts regardless of when they were awarded.If a contract is subject to Executive Order 13658, thecontractor must pay all covered workers at least $13.30 perhour (or the applicable wage rate listed on this wagedetermination, if it is higher) for all hours spent performingon the contract in 2025. The applicable Executive Orderminimum wage rate will be adjusted annually. Additionalinformation on contractor requirements and worker protectionsunder Executive Order 13658 is available atwww.dol.gov/whd/govcontracts.
Unlisted classifications needed for work not included within
the scope of the classifications listed may be added afteraward only as provided in the labor standards contract clauses(29CFR 5.5 (a) (1) (iii)).
----------------------------------------------------------------
The body of each wage determination lists the classifications
and wage rates that have been found to be prevailing for thetype(s) of construction and geographic area covered by the wagedetermination. The classifications are listed in alphabeticalorder under rate identifiers indicating whether the particularrate is a union rate (current union negotiated rate), a surveyrate, a weighted union average rate, a state adopted rate, or asupplemental classification rate.
Union Rate IdentifiersA four-letter identifier beginning with characters other than
""SU"", ""UAVG"", ?SA?, or ?SC? denotes that a union rate wasprevailing for that classification in the survey. Example:PLUM0198-005 07/01/2024. PLUM is an identifier of the unionwhose collectively bargained rate prevailed in the survey forthis classification, which in this example would be Plumbers.0198 indicates the local union number or district councilnumber where applicable, i.e., Plumbers Local 0198. The nextnumber, 005 in the example, is an internal number used inprocessing the wage determination. The date, 07/01/2024 in theexample, is the effective date of the most current negotiatedrate.
Union prevailing wage rates are updated to reflect all changes
over time that are reported to WHD in the rates
in the collective bargaining agreement (CBA) governing the
classification.
Union Average Rate IdentifiersThe UAVG identifier indicates that no single rate prevailed for
those classifications, but that 100% of the data reported forthe classifications reflected union rates. EXAMPLE:UAVG-OH-0010 01/01/2024. UAVG indicates that the rate is aweighted union average rate. OH indicates the State of Ohio.The next number, 0010 in the example, is an internal numberused in producing the wage determination. The date, 01/01/2024in the example, indicates the date the wage determination wasupdated to reflect the most current union average rate.
A UAVG rate will be updated once a year, usually in January, to
reflect a weighted average of the current rates in thecollective bargaining agreements on which the rate is based.
Survey Rate IdentifiersThe ""SU"" identifier indicates that either a single non-union
rate prevailed (as defined in 29 CFR 1.2) for thisclassification in the survey or that the rate was derived bycomputing a weighted average rate based on all the ratesreported in the survey for that classification. As a weightedaverage rate includes all rates reported in the survey, it mayinclude both union and non-union rates. Example: SUFL2022-0076/27/2024. SU indicates the rate is a single non-unionprevailing rate or a weighted average of survey data for thatclassification. FL indicates the State of Florida. 2022 is theyear of the survey on which these classifications and rates arebased. The next number, 007 in the example, is an internalnumber used in producing the wage determination. The date,6/27/2024 in the example, indicates the survey completion datefor the classifications and rates under that identifier.
?SU? wage rates typically remain in effect until a new survey
is conducted. However, the Wage and Hour Division (WHD) has thediscretion to update such rates under 29 CFR 1.6(c)(1).
State Adopted Rate IdentifiersThe ""SA"" identifier indicates that the classifications and
prevailing wage rates set by a state (or local) government wereadopted under 29 C.F.R 1.3(g)-(h). Example: SAME2023-00701/03/2024. SA reflects that the rates are state adopted. MErefers to the State of Maine. 2023 is the year during which thestate completed the survey on which the listed classifications
and rates are based. The next number, 007 in the example, is an
internal number used in producing the wage determination.The date, 01/03/2024 in the example, reflects the date on whichthe classifications and rates under the ?SA? identifier tookeffect under state law in the state from which the rates wereadopted.
-----------------------------------------------------------WAGE DETERMINATION APPEALS PROCESS1) Has there been an initial decision in the matter? This can
be:
a) a survey underlying a wage determination
b) an existing published wage determinationc) an initial WHD letter setting forth a position ona wage determination matterd) an initial conformance (additional classificationand rate) determination
On survey related matters, initial contact, including requests
for summaries of surveys, should be directed to the WHD Branchof Wage Surveys. Requests can be submitted via email todavisbaconinfo@dol.gov or by mail to:
Branch of Wage Surveys
Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210
Regarding any other wage determination matter such as
conformance decisions, requests for initial decisions should bedirected to the WHD Branch of Construction Wage Determinations.Requests can be submitted via email to BCWD-Office@dol.gov orby mail to:
Branch of Construction Wage Determinations
Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210
2) If an initial decision has been issued, then any interested
party (those affected by the action) that disagrees with thedecision can request review and reconsideration from the Wageand Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7).Requests for review and reconsideration can be submitted via
email to dba.reconsideration@dol.gov or by mail to:
Wage and Hour Administrator
U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210
The request should be accompanied by a full statement of the
interested party's position and any information (wage paymentdata, project description, area practice material, etc.) thatthe requestor considers relevant to the issue.
3) If the decision of the Administrator is not favorable, an
interested party may appeal directly to the AdministrativeReview Board (formerly the Wage Appeals Board). Write to:
Administrative Review Board
U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210.
================================================================
END OF GENERAL DECISION
"

F-1

EXHIBIT F
SECTION 3 CONTRACT ADDENDUM
This replaces previous versions of this form. It is not to be changed without DHCD permission. 1 Revision date: March 2023

Section 3 Opportunities Plan
and Certification

Purpose of this form:
The Department of Housing and Community Development (DHCD) requires this plan and certification from those
who receive Federal and/or District funding for housing projects over $200,000. The plan outlines how jobs and other
economic opportunities generated by these funds will be directed to low- and very low-income residents and businesses
that provide them with jobs, training and contracts.*
DHCD and/or the developer may also require a Section 3 Opportunities Plan and Certification from the general
contractor (GC) and/or subcontractors.

PART 1: PROJECT INFORMATION
Flats at South Capitol Flats at South Capitol LLC
Project name Business name
Joel Patterson 202-588-0622
Primary contact name Phone
Grant/Contract/Loan amount $26,602,679 Total cost $73,373,073

PART 2: PLAN GOALS

A. Section 3 requirements. The project developer will:
1. Provide meaningful jobs and/or training for the District’s Section 3 residents who work on the funded project named
in Part 1.
• Section 3 workers will complete at least 25% of the project’s total labor hours.
• Targeted Section 3 workers will complete at least 5% of the total labor hours.
2. Contract with Section 3 businesses when possible.
3. Require all subcontractors to submit a Section 3 Opportunities Plan and Certification to DHCD.
4. Document efforts and activities used to fulfill Section 3 goals.
5. Incur all costs required to comply with Section 3 and DHCD requirements.
B. DHCD requirements. In addition to Federal Section 3 law, you must:
1. Identify a Section 3 point of contact for each plan or subcontract, or require the GC to do so.
2. Require the GC to submit a Section 3 Opportunities Plan and Certification.
3. Document Section 3 workers by having each one complete a DHCD Section 3 Resident Worksheet.

*For details: Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u)(24CFR part 75)

2 Revision date: March 2023 This replaces previous versions of this form. It is not to be changed without DHCD permission.
4. Maintain records (correspondence, memos etc.) to document your process and activities. They must show how you
encouraged residents and businesses to take advantage of your project’s Section 3 job training, employment and
contracting opportunities.
5. Submit quarterly reports to DHCD with a list of all subcontracts and positions filled during the reporting period.
6. Allow DHCD to monitor your project or program for compliance, and accept penalties for noncompliance, if necessary.

PART 3: YOUR ACTION PLAN

Use the space below to describe how you’ll achieve your Section 3 goals. Be sure to identify any of the Part 2 requirements
that you won’t meet and explain why. Provide specifics on how and when you’ll hire Section 3 residents and/or contract
with Section 3 businesses. If you’ll have multiple subcontractors, identify who/what they will be.
The Section 3 Best Practices at the end of this document and the appendix to the Code of Federal Regulations (24 CFR 75)
provide information that may help with your plan.

Flats at South Capitol LLC intends to complete the Section 3 requirements committing this project to hire and train
public housing and low income residents as well as provide contracting opportunities to the Section 3 Business
Concerns in the following ways:
1) Plan for Hiring Section 3 Residents
Our representative will attend local community meetings in the area including ANC 8D community meetings to
advertise to the community about employment opportunities available for Section 3 residents on our project. We
will also require that our General Contractor host a job fair in the community to publicize to Section 3 residents as
well as Section 3 businesses, the opportunities available during construction. Additionally, we plan to advertise in
the free sections of Metro Express, City Paper, El Tiempo Latino as well as the Washington Post. Lastly, we plan to
post employment opportunities on the Department of Employment Services (DOES) Job board and at the
American Job Centers (formerly One Stop Career Centers) located at 3720 Martin Luther King Jr. Ave, SE, 5 I 71
South Dakota Avenue, NE, 2nd Floor, and 4058 Minnesota Ave, NE.
2) Plan for Contracting with Section 3 Business Concerns will include soliciting bids from DHCD and DCHA
certified Section 3 Business Concerns as well as advertising in the above mentioned announcing contracting
opportunities. We will also post bid opportunities on the DHCD Bid Board to maximize participation of Section 3
Business Concerns during construction. Our efforts will be reinforced such that the Section 3 Clause will be
inserted into all subcontracts that they enter into during the course of the project. We will also encourage all Non-
Section 3 subcontractors that win bids to become Section 3 certified business concerns if possible. We currently
anticipate breaking ground in May 2021 and anticipate a 16-month construction time frame.
3 Revision date: March 2023 This replaces previous versions of this form. It is not to be changed without DHCD permission.
PART 4: CONFIRMATION AND SIGNATURE

I certify that I have read, understand and will comply with my obligations under Section 3 (in 24 CFR 75) and in accordance
with DHCD’s Section 3 requirements. I understand that DHCD:
• Can consider me non-compliant if I don’t make bona fide attempts to comply with the plan outlined in Part 3.
• May rely on this certification when it reviews and approves my funding proposals.
• Could penalize me if I misrepresent information or fail to comply with conditions of this certification. Penalties
can include temporary or permanent exclusion from all DHCD administered programs.

Recipient/Developer signature Date (mm/dd/yy)
Digitally signed by Matt Bland
Matt Bland
DN: C=US, E=mbland@bozzuto.com, O=Bozzuto Construction Company,
CN=Matt Bland 5/22/2026
Date: 2026.05.22 12:42:30-04'00'
General contractor/Subcontractor signature Date (mm/dd/yy)
Use this email opm.questions@dc.gov to send your signed and dated plan to DHCD’s:
Section 3 Coordinator
Office of Program Monitoring, Fair Housing Division

DHCD treats everyone the same. We don’t look at race, ethnicity, religion or where you were born. We don’t treat you differen tly based
on your family status, sex, sexual or gender identity or expression. Where you live, what you do for work, your education or your political
beliefs don’t affect how we treat you. This is also true for victims of threats or crimes by someone you’re related to by blo od, adoption,
custody or marriage, or someone you live with or share a child with. We don’t allow harassment or discrimination of any kind based on
these differences. We will discipline violators.
05/22/2026
4 Revision date: March 2023 This replaces previous versions of this form. It is not to be changed without DHCD permission.

Section 3 Best Practices
This information is for you only. Do not return it to DHCD. It includes steps you can take to make Section 3 workers and
businesses aware of opportunities. It also has tips for completing your action plan. Be sure your plan outlines the steps you
will take to use Section 3 residents or businesses. If you aren’t using them, explain why.
Tactics for reaching Section 3 workers and businesses
We recommend that you appoint a company or agency executive as Equal Opportunity Officer. They implement and coordinate
all Section 3 activities to maximize opportunities and ensure compliance with Federal and local Section 3 requirements.
Hiring tactics for Section 3 workers
1. Advertise jobs and training programs in media that reach the general public, Section 3 audiences, minorities
and/or women.
2. Target YouthBuild programs that provide disadvantaged youth with opportunities for employment, education, leadership
development and training.
3. Post signs at project sites and send jobs and training notices to residents in the neighborhood or service area. List specific
opportunities they’re likely to succeed at.
4. Require the minimum job qualifications for your job descriptions.
5. Ask resident councils and community organizations to help you identify and notify residents who reside in your project or
its service area.
Contracting tactics for Section 3 certified businesses
1. Coordinate pre-bid meetings with local subcontractors in the project area.
2. Advertise contracting opportunities in community publications and with community organizations.
3. Require subcontractors you work with regularly to become Section 3 certified.
4. Create joint venture agreements or secure contracts with negotiations instead of bids.
5. Include your Section 3 plan in your bid documents or contract solicitations.
6. Help eligible businesses meet insurance, bonding and other contracting requirements.
7. Work with the Chamber of Commerce Small Business Service Center to help Section 3 businesses with their profiles and
other administrative activities.
Tips for your action plan
Include the who, what, when, where and how of your plan to solicit and hire Section 3 residents and businesses. Answer key
questions and tell how you’ll follow the hiring and contracting preferences required by DHCD.
A. Hiring
Preferences and priorities
Employment and Training Preferences
Priority 1:* Workers with income below HUD’s established annual income limit for the previous or annualized
calendar year
Priority 2: Workers employed by a Section 3 business
Priority 3: Workers participating in YouthBuild
Priority 4: Other Section 3 residents
*Homeless people living in the Section 3 project neighborhood or service area have top priority for projects assisted by the
Stewart B. McKinney Homeless Assistance Act.

5 Revision date: March 2023 This replaces previous versions of this form. It is not to be changed without DHCD permission.
Key questions
1. When do you anticipate hiring?
2. Where and when will you advertise the Section 3 jobs – outside of the District’s Department of Employment Services
(DOES)? List the publications and dates.
3. If you hold a job fair, when and where will it be? How will you market it?
4. What community organizations will you contact for help finding applicants? List their names.

B. Contracting
Preferences and priorities

Contracting Preferences
Priority 1: 51% or more owned and controlled by low- or very low-income people
Priority 2: 75% or more of the business’ labor hours in the prior 3 months are performed by Section 3 workers
Priority 3: 51% or more owned and controlled by residents living in public or Section 8-asisted housing

Key questions
1. When will the GC put the work out to bid?
2. What marketing or outreach will you or the GC use to target businesses that are or might qualify as Section 3 certified?
Describe what they are and when they will occur.
3. Describe how you’ll break up the Section 3 contracting – how much goes to housing and building trades work and how
much to other types of contracts?
4. What will you or the developer do to ensure that the GC you hire is complying with Section 3?

G-1

EXHIBIT G
DEVELOPMENT TEAM DEBARMENT AFFIDAVIT

AFFIDAVIT REGARDING DEBARME!
4 Buwa Binitie ,hereby attestthatallmembers
of thedevelopmentteam,who arelistedbelow,arenotlistedintheListofParties
Excluded from FederalProcurement or Non-Procurement Programs.
DEVELOPMENT TEAM
Developer: FlatsatSouthCapitolLLC
Consultant(s):
ManagementAgent: DPManagementd/b/aFariaManagement

Attorney: RenoandCavanaughPLLC
Engineer(s): WilesMenschCorporation
Architect(s): TortiGallasUrban
ConstructionContractor: BozzutoContractors.Inc
Other(s):
Ifurtherattestthatnoprincipal,majorstockholder,officer,ordirectorofa developmentteammemberisdebarredfromparticipatinginafederalprocurementornon-procurementprogram.

AuthorizedAgent
Title
SwornandsubscribedtobeforeMe this2O™ dayof.
April .2026
: /).

H-1

EXHIBIT H
INSURANCE REQUIREMENTS
DHCD – Kaisa Smith – HPTF Loan for construction of Flats at South Capitol (the Project) –
G021325

V35 - 11- 2024

INSURANCE

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

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

B. INSURANCE REQUIREMENTS

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

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

2. Automobile Liability Insurance - The Developer shall provide evidence satisfactory to
the CO of commercial (business) automobile liability insurance written on ISO form CA
00 01 10 13 (or another form with coverage at least as broad and approved by the CO in
writing) including coverage for all owned, hired, borrowed and non-owned vehicles and
DHCD – Kaisa Smith – HPTF Loan for construction of Flats at South Capitol (the Project) –
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V35 - 11- 2024

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

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

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

For Developers using District Government-Owned Vehicles:
Agencies that provide Developers with District Government-owned or leased motor
vehicles are responsible for ensuring that such vehicles are used only for the performance
under this Contract. Developer and its subcontractors are prohibited from using such
vehicles for home-to-work transportation unless specifically provided for under the terms
of the contract and approved in writing by the Contracting Officer, or otherwise provided
by law. Developer shall obtain automobile liability insurance with a minimum combined
single limit of $1,000,000 to cover bodily injury and property damage to protect the
DHCD – Kaisa Smith – HPTF Loan for construction of Flats at South Capitol (the Project) –
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V35 - 11- 2024

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

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

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

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

4. Network Security/Privacy (Cyber) Liability Insurance covering acts, errors, omissions,
and violation of any consumer protection laws arising out of Developer’s operations or
services with a limit of $2,000,000 per claim and in the aggregate. Such coverage shall
include but not be limited to, third party and first party coverage for loss or disclosure of
any data, including personally identifiable information and payment card information,
network security failure, violation of any consumer protection laws, unauthorized access
and/or use or other intrusions, infringement of any intellectual property rights (except
patent), negligence or breach of duty to use reasonable care, breach of any duty of
confidentiality, invasion of privacy, or violations of any other legal protections for
personal information, defamation, libel, slander, commercial disparagement, negligent
transmission of computer virus, or use of computer networks in connection with denial of
service attacks. Such coverage shall include regulatory defense and fines/penalties in any
jurisdiction anywhere in the world. Such coverage shall include contractual privacy
coverage for data breach response and crisis management costs that would be incurred by
Developer on behalf of The Government of the District of Columbia in the event of a data
breach including legal and forensic expenses, notification costs, credit monitoring costs,
and costs to operate a call center. Developer shall maintain coverage in force during the
DHCD – Kaisa Smith – HPTF Loan for construction of Flats at South Capitol (the Project) –
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V35 - 11- 2024

term of this Agreement and for an extended reporting period of not less than two (2)
years after.

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

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

7. Crime Insurance (3rd Party Indemnity) - The Developer shall provide a Crime policy
including 3rd party fidelity to cover the dishonest acts of Contractors, its employees and/or
volunteers which result in a loss to the District. The Government of the District of
Columbia shall be included as loss payee. The policy shall provide a limit of $100,000 per
occurrence.

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

The Developer also must furnish to the CO Owner certificates of insurance evidencing
environmental liability insurance maintained by third party transportation and disposal site
DHCD – Kaisa Smith – HPTF Loan for construction of Flats at South Capitol (the Project) –
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V35 - 11- 2024

operators(s) used by the Developer for losses arising from facility(ies) accepting, storing
or disposing hazardous materials or other waste as a result of the Developer’s operations.
Such coverages must be maintained with limits of at least the amounts set forth above.

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

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

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

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

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

E. DURATION. The Developer shall carry all required insurance until all contract work is
accepted by The Government of the District of Columbia and shall carry listed coverages
DHCD – Kaisa Smith – HPTF Loan for construction of Flats at South Capitol (the Project) –
G021325

V35 - 11- 2024

for ten years for construction projects following final acceptance of the work performed
under this contract and two years for non-construction related contracts.

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

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

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

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

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

The Government of the District of Columbia

And mailed to the attention of:
(Name of Contracting Officer/Agency)
(Address)
(Phone Number)
DHCD – Kaisa Smith – HPTF Loan for construction of Flats at South Capitol (the Project) –
G021325

V35 - 11- 2024

(E-mail Address)

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

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

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

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

J-1

EXHIBIT I
CERTIFICATION OF BORROWER’S REPRESENTATIONS AND WARRANTIES

CERTIFICATION OF BORROWER’S REPRESENTATIONS AND WARRANTIES

Certification of Borrower’s Representations and Warranties

Borrower hereby certifies to Lender that:

(a) The amounts requested were made, incurred or financed and were necessary for the Project
and were made or incurred in accordance with the Construction Draw Schedule heretofore in effect or
pursuant to a Change Order that has been approved in accordance with the Loan Agreement.
(b) The amounts requested are not greater than those necessary to meet obligations due and
payable or to reimburse the Borrower for its funds actually advanced for costs of the Project, if applicable.
(c) No amount for which disbursement is sought formed the basis for any prior disbursement
and no disbursement is sought for any items representing payment on account of any percentage entitled to
be retained at the date of this Payment Request.
(d) The amounts remaining to be disbursed prior to the Final Disbursement from the Loan, the
Senior Loan, Subordinate Loan, tax credit equity, and all other sources shown in in the Project Budget, will
be sufficient to pay the costs of completing the Project as and when due and payable.
(e) Borrower acknowledges that except as expressly set forth in the Loan Agreement, no party
shall have any duty or obligation to verify the validity, sufficiency or genuineness of any document
submitted or confirm or establish the authority or identity of the person sending this request, and may rely
upon the validity of any document and the authority and identity of any such person if Lender complies with
the applicable loan agreement. Lender shall not be responsible for errors or omissions made by the Borrower
or the duplication of any communication by the Borrower and may act on any communication by reference
to an account number only, even if an account name is provided. Borrower shall be notified if a
communication is not acted upon for any reason.
(f) There is no current or existing Event of Default pursuant to the terms of any of the Loan
Documents, and to Borrower’s knowledge no event exists which by notice or passage of time or both would
constitute an Event of Default under any of the foregoing documents.
(g) No representation or warranty of the Borrower contained in any of the Loan Documents is
incorrect or inaccurate in any material respect.
(h) Except for Permitted Encumbrances (as defined in the Deed of Trust) and those otherwise
permitted or provided for by the Loan Documents, there has been no notice received (i) of any lien, right to
lien or attachment upon, or claim affecting the right of the payee to receive payment of, any of the moneys
payable under such Payment Request to any of the persons, firms or corporations named therein, and (ii)
that any materials, supplies or equipment covered by such Payment Request are subject to any lien or
security interest, or if any notice of any such lien, attachment, claim or security interest has been received,
such lien, attachment, claim or security interest has been released, discharged, insured or bonded over or
will be released, discharged, insured or bonded over upon payment of this Payment Request.
(i) All conditions precedent for disbursements set forth in Section 4.5 and for Final
Disbursement in Section 4.7 are satisfied, including without limitation delivery to Lender of any waivers and
lien releases required by Section 4.5.6 of the Loan Agreement.
(j) This statement and all exhibits hereto, shall be conclusive evidence of the facts and
statements set forth herein and shall constitute full warrant, protection and authority to Lender for its actions
taken pursuant hereto.
(k) Attached to this Payment Request are copies of invoices or bills of sale covering all items
for which payment is being requested.
(l) All capitalized terms that are not defined within this Certification shall have the meaning
set forth in the Loan Agreement.

[signature page follows]
[Signature page to Certification of Borrower’s Representations and Warranties]

BORROWER:

FLATS AT SOUTH CAPITOL LLC,
a District of Columbia limited liability company

By: _____________________________
Buwa Binitie, Authorized Signatory

Date: _____________________________

J-2

EXHIBIT J
FORM OF FINAL LOAN
REDUCTION CERTIFICATE
LOANREDUCTIONCERTIFICATE
InaccordancewithapplicableProgramRequirementsandpursuanttothetermsoftheAgreement,dated2021,byandbetweentheDistrictofColumbia,amunicipalcorporation,actingbyandthroughtheD.C.DepartmentofHousingandCommunityDevelopment("Lende)and[BORROWERNAME](“Borrower
‘A.LendermadealoantotheBorrowerinatotalprincipalamountnottoexceed[LOANAMOUNT]and00/100Dollars(the“Loan”,theproceedsofwhichweetobeusedbytheBorrowertohelpfinancetheproductionof[NUMBEROFUNITS]affordableentalhousingunits[PROJECTADDRESS](he"ProjealsoKnownas30000")and
(Onorpriorotheninetith(90th)dyaftertheBorrowerrecievestheUnitedStatesDepartmentofthe.TreanuyintemalRevenveServiceLow-IncomeHousingCreditAllocationandCertfiation(Form8609),the‘BorrowersrequiredtoprovidetheLenderwitaLoanReductionCerificate,preparedandexccutdbythe‘Borrower,certifyingthenetamountoftheExcessProceedsavailablefromtheProjectthatwlbedutthe‘Lender("FinalLoanReductionCalton"),pursuanttoSection(foftheAgreement.
ForthepurposesofthisLoanReductionCerificate,therm“ExcessProceeds"means:
(*)ThesumofalfundsthatwereusedforatemporarypurposetotheextenthatuchfandsaeorwilbesubsequentlyreturnedtBorrower(he“RetiredFunds”as‘moreparticularlydescribedanddefinedinSection1(9bi.oftheAgreement),
(®PLUStheneteductionintotalcostsshownintheProjectBudgetduetounspent‘contingencyfunds,unspentshort-termreservesorotherbudgetsavingsthe“Cost“Savings”asdefinedinSection(i.oftheAgreement),
(©)PLUSanyincreaseinfundingthatiscommitedtotheProjectafertheClosingDateoverandabovethefundingsourcesshownontheProjectBudget(he"“TncreasedSources"asmorepartiallydescribedanddefinedinSetonKb.oftheAgreement),
(4)ForanExcessProceedstotalingthefollowing:

‘TheFinalLoanReductionCalculationduetotheLenderequalsthsumof100%oftheReturnedFunds,50%oftheCostSavings,and$0%oftheInereasedSouresforaotalof.
AT
|
‘TheLenderRetainagethatremainsundisbursedequals:
“heamountofFn!LoanRetinCaen payeeLedeafersubeactingeningLenderRein,applicableandpprve,perSesion\DofteAgemen,aslove:SEI
‘ThePreliminaryLoanReductionCalculationshallbepreparedandupdatedpursuanttoSectionI()oftheAgrement(CapitalizedtermsusedhereinandnototherwisedefinedhereinshallhavethemeaningsascribedtheretointheAgreement
‘Theundersignedhereby()certifiesthattheBorrowerhasexaminedtheinformationincludinthisLonReductionCCetificatand,othebestoftheundersigned’knowledge,ititue,correctandcompet,and(isubmitthisLoan‘ReductionCertificatetotheLenderinordertocomplywiththetermsoftheAgreement.
Executedthis__dayof. 20
BORROWER:
[BORROWERNAME],aDistrictofColumbialimitedliabilitycompany,

By,
ay(NAME)[TITLE]

K-1

4931-1667-9702, v. 10
EXHIBIT K
FORM OF NET CASH FLOW
CALCULATION WORKSHEET

‘DCDHCD-SurplusCash,NetCashFlowandLoanRepaymentAnalysis[tomsinbueandhighightedinyellowaretobecompletedNomsinblakareformula][Pieaseuse2019HUDChartofAccountsa areference:hipsvwudovislualdocumants9703054SGHPOE)
(Borrower:[ProjectName[AccountNumber:[DateofAudit:[auditor[worUnits:
SURPLUSCASH
currentAssets
‘TenantSubsaferPeriCoveredtytheFrancStareTenantSeourtyDepotsterCurentAse(berCuraeAse:
‘nerCurentAsst‘OneCranAsst‘TotalCurentArete

Currentobigations‘AccruedMorgageries 5atinguentMangagePci Paynes‘AccountsPayableTene(awn30ys) :‘ScheuedPyratandDapostsDeficienttak.nance,orMiPEscrowDoposts :‘ezrvedExpenses(Netsz0¥)ropaReesTenantSecuryDpostsai :(narCurentObigebon :(er CurentObigatn: :(terCuraeObtgasor :(er CurentOBtgason :erCurentObigan :TotalCurentObigutions >
SurplusCashAvaliableforDistribution
NetCashFlowWaterfallperLoanAgreement&DeedofTrustNote‘CurrentyearsAssetMarageartFee : 7‘ecruManagerartFoe :(roeAusterPaymaneorCredShortlPaymentTaxesonincomeautinvestor

Oe =

EXHIBIT L
MODIFICATIONS TO LOAN AGREEMENT

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

1. The following sentence is added after the last sentence of Section 2.4.1: Notwithstanding
anything to the contrary in section 2.4.1, Borrower shall be permitted to receive unsecured
loans from Borrower’s members made in accordance with Borrower’s Operating
Agreement, provided that Lender is given written notice of such additional funding which
notice shall include the material terms of any such unsecured loan.

2. Section 4.9 is deleted and replaced with the following:
Insufficiency of Loan Proceeds . If at any time during the term of this Agreement,
Lender determines that the remaining undisbursed Loan proceeds, in addition to other
funds available to the Project, are insufficient for any reason to complete the Project
substantially in accordance with the Plans and Specifications, Borrower shall, within
ten (10) days after receipt of Notice thereof (including a statement of the basis for such
insufficiency) from Lender, deposit with Lender or its designee such sums of money in
cash (from sources other than the Loan) as reasonably are required to eliminate the
insufficiency. Any amount so deposited by Borrower shall stand as additional security
for Borrower’s obligations under this Agreement and may be disbursed at Lender’s
option before any further Loan disbursements are made hereunder.
3. Section 5.5 is deleted and replaced with the following:
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 the Permitted
Encumbrances or otherwise as permitted by Lender), except as reflected in that
information.
4. Section 13.4 is deleted and replaced with the following:
Nonassignability. Neither the Loan nor any disbursement thereunder may be assigned
by Borrower without Lender’s prior written consent; provided, however, that only with
Lender’s approval, which shall not be unreasonably withheld, conditioned, or delayed,
Borrower may assign this Loan and the Loan Documents to another borrower for the
purposes of a low-income housing tax credit or other affordable housing preservation
transaction. 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.

RIDER 1
LOW-INCOME HOUSING TAX CREDIT PROVISIONS
This LOW-INCOME HOUSING TAX CREDITS PROVISIONS RIDER (this “LIHTC Rider”)
is attached to and amends the Loan Agreement by and between by FLATS AT SOUTH CAPITOL
LLC, a District of Columbia limited liability company (“ Borrower”) and the DISTRICT OF
COLUMBIA, a municipal corporation, acting by and through the DEPARTMENT OF
HOUSING AND COMMUNITY DEVELOPMENT (“Lender”), dated as of the _________,
2026 (the “Loan Agreement”).

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

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

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

(a) “Equity Investor” means, together, PNC LIHTC Fund 104, LLC, a Delaware limited
liability company, and Columbia Housing SLP Corporation, an Oregon corporation.

2. NOTICE.

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

PNC LIHTC Fund 104, LLC
c/o PNC Real Estate
805 SW Broadway, Suite 2200
Portland, OR 97205
Attn: Asset Manager

With a copy to: Kutak Rock LLP
1650 Farnam Street
Omaha, NE 68102
Attn: Shane Deaver
Equity Investor may change the address to which notices intended for it are to be directed by means
of written notice given to Lender.

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