Proposed Contract No. 2014-26 with 2321 4th Street LLC

MURIEL BOWSER
MAYOR

June 30, 2026

Honorable Phil Mendelson
Chairman
Council of the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue, NW, Suite 504
Washington, DC 20004

Dear Chairman Mendelson:

Pursuant to Section 451 of the District of Columbia Home Rule Act (D.C. Official Code § 1 -
204.51), enclosed for consideration and approval by the Council of the District of Columbia is an
amendment to Contract No. 2014 -26 with 2321 4th Street LLC to increa se the amount of the
contract by $1,565,470, from $6,806,239 to $8,371,709.

Under the proposed amendment, the District will loan an additional $1,565,470 from the Housing
Production Trust Fund to 2321 4th Street LLC, which will used the proceeds of the loan to finance
certain eligible costs associated with the stabilization of 116 units of affordable housing located at
2321 4th Street NE in Ward 5.

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

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

Sincerely,

Muriel Bowser
GOVERNMENT OF THE DISTRICT OF COLUMBIA
Department of Housing and Community Development

COUNCIL CONTRACT SUMMARY
Pursuant to section 202(c) of the Procurement Practices Reform Act of 2010, effective April 8, 2011
(D.C. Law 18-371; D.C. Official Code §2-352.02(c)), the following contract summary is provided:

(A) The proposed contractor, contract amount, unit and method of compensation, contract term,
and type of contract:
Proposed Contractor: 2321 4th Street LLC
Contract Amount: $1,565,470
Unit and Method of Compensation: Draw Schedule
Contract No.: 2014-26 (Omnibus Amendment)
Term of Contract: 40 yrs / 1% interest (matching existing HPTF loan term for overall loan
maturity in October 2054)
Type of Contract: Loan Agreement (Omnibus Amendment)

(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 an HPTF
Omnibus Loan Amendment to 2321 4th Street LLC in the amount of $1,565,470 from the Housing
Production Trust Fund. The loan proceeds will fund a $1,000,000 paydown of the existing first trust note
balance held by Bank of America and a $565,470 operating expense reserve to assist the project in
achieving a 1.0 Debt Service Coverage Ratio (DSCR) by year three of cash flow projections. 2321 4th
Street NE is a 116-unit affordable rental community located in the Edgewood neighborhood of Ward 5,
serving households at 30–60% AMI (inclusive of 10 PSH and 18 LRSP units).

(C) Results, including the price and technical components:
DHCD received a request for funding from the borrower to stabilize 2321 4th Street NE, which has
experienced economic delinquency over $378k, with 23 of 116 households carrying balances greater than
$5,000 and an economic vacancy rate of approximately 30%. The $1,000,000 first trust note paydown
will reduce annual debt service by approximately $148,839, and the $565,470 operating expense reserve
will provide operational liquidity while the property management plan is executed and lease-up continues.
The project is projected to reach a 1.0x DSCR within three years.
(D) The background and qualifications of the proposed contractor, including its organization,
financial stability, personnel, and prior performance on contracts with the District government:
2321 4th Street LLC is an existing HPTF borrower with a current principal note balance of $6,806,222
Page 1 of 2

and $608,642 in accrued interest. The project is sponsored by E&G Group and H Street Community
Development Corporation, with R4 Capital as investor and Bank of America as lender.

(E) Performance standards and the expected outcome of the proposed contract:
The borrower is required to maintain combined vacancy and bad debt below 20% of Gross Potential Rent
by 2029 through active property management and eviction management. The investor, R4 Capital, is
responsible for any additional operating deficit reserves above the funded amount. Bank of America has
agreed to accept prepayment without penalties on re-amortization of the first trust note. The expected
outcome is full financial stabilization of the property at a 1.0x DSCR within three years, preserving 116
units of affordable housing.

(F) A certification that the proposed contract is within the appropriated budget authority for the
agency for the fiscal year and is consistent with the financial plan and budget adopted in
accordance with D.C. Official Code §§ 47-392.01 and 47-392.02:
The loan will be funded through the Housing Production Trust Fund. Attached is the funding requisition
certification that the financing is consistent with the District's financial plan and budget.

(G) A certification that the proposed contract is legally sufficient, including whether the proposed
contractor has any currently pending legal claims against the District:
A legal sufficiency memorandum from the Office of the General Counsel is attached.

(H) A certification that the proposed contractor is current with its District and federal taxes or has
worked out and is current with a payment schedule approved by the District or federal
government:
District and federal tax law compliance certifications are attached.

(I) The status of the proposed contractor as a certified local, small, or disadvantaged business
enterprise:
2321 4th Street 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 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 2 of 2
1101 4th Street, SW
Washington, DC 20024
Date of Notice: June 9, 2026 L0016636975Notice Number:
FEIN: **-***0135
Case ID: 19003848

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
2321 4TH STREET LLC
1651 OLD MEADOW RD STE 305
MCLEAN VA 22102

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

COPY
Initial File #: L00004532874
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
2321 4TH STREET LLC
WE FURTHER CERTIFY that the domestic filing entity is formed under the law of the District on
03/27/2012; that all fees, and penalties owed to the District for entity filings collected through the
Mayor have been paid and Payment is reflected in the records of the Mayor; The entity's most recent
biennial report required by § 29-102.11 has been delivered for filing to the Mayor; and the entity has
not been dissolved. This office does not have any information about the entity’s business practices
and financial standing and this certificate shall not be construed as the entity’s endorsement.
IN TESTIMONY WHEREOF I have hereunto set my hand and caused the seal of this office to be
affixed as of 06/09/2026 10:38 AM
Muriel Bowser
Mayor

Tracking #: C2026CT0088567
Business and Professional Licensing Administration

PROJECT/CONTRACT ELIGIBILITY AFFIDAVIT1

AUTHORIZED REPRESENTATIVE

I HEREBY AFFIRM THAT I am the Agent for Owner and the duly
authorized representative of 2321 4th Street and that I possess the legal
authority to make this Affidavit on behalf of myself and the organization for which I am acting.

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

CT Corporation
1015 15th Street NW Suite 1000
Washington, DC 20005

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

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

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

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

1 Project/Contract Eligibility Affidavit is also known as the Contract Affidavit.
private contract; violation of federal or state antitrust statutes; commission of embezzlement, theft,
forgery, falsification or destruction of records; making false statements; or receiving stolen property.

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

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

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

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

AFFIRMATION REGARDING PAST PROJECT PERFORMANCE
I FURTHER AFFIRM, to the best of my knowledge, information, and belief, that within the
past five years, neither I, nor the above organization and its related entities have while acting as a
sponsor, developer, guarantor, or owner of a project development team been removed as a general
partner or managing member, as applicable; had chronic past due accounts; had substantial liens,
judgments, foreclosures, or bankruptcies; had unresolved defaults; issued chronic housing code
violations; received excessive tenant complaints; failed to receive IRS Form 8609 for a completed
project; or failed to correct a report of Low-Income Housing Credit Agencies Report of
Noncompliance or Building Disposition (Form 8823).
___
AFFIRMATION REGARDING PAST DHCD PROJECT PERFORMANCE
I FURTHER AFFIRM, to the best of my knowledge, information, and belief, that I and the
above organization and its related entities are in compliance with all existing and prior agreements
with DHCD and/or the District of Columbia, including major health, safety and building codes. I
and the above organization and its related entities have not consistently failed to provide information
to DHCD about existing developments or other loan applications. Within the past three years, I and
the above organization and its related entities have not had an award terminated by DHCD or
received an unsatisfactory rating from DHCD or HUD, if applicable.

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

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

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

WITNESS
2321 4th Street LLC

Signature of Witness Signature of Representative
Steven Kellett

Melissa Steele

CEO
01/05/2026

cc:
Zachary Parker, Ward 5 Councilmember
Robert C. White, Jr., At-Large Council member
Kent Boese, Office of Advisory Neighborhood Commissions
Avram Fechter, EquityPlus LLC
Melissa Steele, E & G Group
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: 2321 4th Street LLC
Should the D.C. Council have any questions regarding this loan/grant/lease, please contact:
Project Manager: Jacob Willis Telephone Number: 202-442-6970
IYPE Of DOCUMENT SUBMITTED
I. D Loan/Grant/Lease Modification 4. □ Written or Informal Contract
2. □ Exercise of Grant Option Year (E. 0.) 5. □ Lease of Real Property
3. !J Loan/Grant/Lease Agreement for: 6. □ Other:
2321 4th Street LLC
LOAN/GRANT TYPE
I. n Grant 4.n Cost Reimbursement
s.O Time
and Material2. � Loan Price $1, 565,470
3. □ Task Order 6.o Advance Payment
Page 1 of 4
GRANT/LOAN/LEASE INFORMATION
Grant/Loan/Lease No.: DHCD #2014-26
Caption: 2321 4th Street LLC
Amount: $1,565,470 (HPTF)
Grant/Loan Term: 40 Years
Interest Rate: 1%, simple interest (matching existing loan terms)
Does this Grant/Loan Amount exceed $1 million: Yes .!!J No □
If yes, please attach a copy of the DC Council approval and provide the following information:
Date received: _______ _ Date approved:
LEASE INFORMATION
Lease No.: n/a----------
Location: ----------
Sq. Ft. Leased: _______ _
Total Bldg. Sq. Ft.: _____ _
Total Cost
Annual Cost
Cost Per Sq. Ft.
% Sq. Ft. Leased By D.C.
BRIEF DESCRIPTION OF GRANT/LOAN/LEASE
SOURCE OF FUNDING
1.□ Appropriated
4. □
Intra-District
2. □ Capital
5. □
Inter-Jurisdictional
3, □ Grant ( ) 6. ■ I Other: HPTF
If procurement action is funded by grant or other non-capital or non-appropriated funds, will the
District need to expend some po1tion of its funds
prior to receiving funds from the grantor or
other funding source?
□ Yes fii No N/A
If Yes, indicate the amount the District will need to expend and the percentage this amount
represents of the total funds required to support the effort. District Funds$
Page 2 of 4
n/a
n/a
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?
[ZI Yes D No
2. Have reserved funds been obligated for payment? (If Yes, ensure documentation is included in
Grant/Loan File).
X
Yes _ No
3. Is the File complete? (If Yes, please attach pertinent documentation).
[ZI Yes
4. Is the subrecipient a successor to or affiliated with another individual or business that has
Grant/Loan with the Agency?
[ZI Yes
If Yes, name of Predecessor/ Affiliate: 2321 4th Street LLC is controlled by H Street CDC and E&G
Gr
oup LLC, both of which have created and preserved affordable housing using DHCD financing.
5. Is a former District employee an owner, officer, or affiliate of the subrecipient?
D Yes [{] No
If Yes, Name and Affiliation: NIA
Please discuss any other critical issues such as time constraints; health and safety issues; or
financial/revenue production issues that should be known. NIA
1.
2.
3.
FUTURE INFORMATION/DOCUMENTATION TO BE SUBMITTED TO AUTHORITY
IF Grant/Loan IS AWARDED
□
Award Date 4. LJ Claims By/Against Grant/Loan
□
Expiration Date 5.
□
Certified Completion Date
□
Amendments 6.
□
Final Payment Date
Page 3 of 4
CERTIFICATIONS
I certify that this proposed financing provided by the Department of Housing and Community Development
(DHCD) to 2321 4th Street LLC in the amount of $1,565,470 from the District of Columbia Housing
Production Trust Fund will facilitate the stabilization of a 116 unit affordable housing development located
2321 4th Street NE in Ward 5 and is in compliance with the applicable Federal and District of Columbia
Regulati s and D 's policies and procedures.
Colleen
Director, DHCD
Christopher Earley
Deputy Director, DHCD
Date \ \
June 12, 2026
Date
I have reviewed this Project's budget and determined that it is within the District's Financial Plan and
Budget for FY 2026 and that funds are available to support the action.
Bethany A Spooner
DigitallysignedbyBethanyASpooner
Date: 2026.06.15 08:52:13 -04'00'
Beth Spooner
Agency Fiscal Officer, DHCD
DETERMINATION
Date
I have reviewed this Project's budget and have determined that it is within the District's Financial Plan and
Budget for FY 2026 and that funds are available to support the action.
Leroy Clay Ill
Leroy Clay, III
Associate Chief Financial Officer
Economic Development and Regulation Cluster
Digitally signed by Leroy Clay Ill
Date: 2026.06.15 12:55:00
-04'00'
Date
Page 4 of 4
2
2321 4 th Street LLC
5) that certain Deed of Trust Note, dated as of October 21, 2014, made by
Borrower (the “Note”).

The documents listed in items Recital (A)(1)-(5) above shall be collectively referred
to herein, as the “Original Documents.” Capitalized terms used in this Amendment that are
not defined herein shall have the meanings given to such terms in the Original Documents.

B. WHEREAS, the Parties entered into the Original Documents to secure payment of a
loan from Lender to Borrower in the original principal amount of $6,806,239.00,
(the “Loan”), all as a part of a loan transaction to fund the construction of a 116 unit
multifamily rental project known as 2321 4 th Street Apartments (the “ Project”),
which is located at 2313 - 2321 4th Street, NE and more particularly described on
Exhibit A attached hereto and made a part hereof;

C. WHEREAS, all Project housing units are affordable to and reserved for households
making 60% or less of the Area Median Income;

D. WHEREAS, the Lender issued the Fall 2024 Consolidated Request for Proposals for
Affordable Housing Projects (“RFP”) in August 2024 with a goal of providing
bridge, gap and support funding to multi -family affordable housing projects
demonstrating operating pressures due to unplanned vacancies, rental delinquencies,
and or extraordinary increase in budgeted operating expenses post -construction and
lease-up;

E. WHEREAS, the Project has experienced higher than expected collection losses due
to the COVID-19 pandemic and ensuing events , and Borrower submitted an RFP
application funding request, which was approved for a HPTF funding award to
stabilize the Property; and

F. WHEREAS, the Parties desire to amend the Original Documents to increase the
principal amount of the Loan to $8,371,709.00, by adding One Million Five Hundred
Sixty-Five Thousand Four Hundred Seventy and 00/100 Dollars ($1,565,470.00) in
HPTF funds, of which the original principal balance of $6,806,239.00 shall be
deemed “Tranche A” and the additional principal balance being added pursuant to
this Amendment in the amount of $1,565,470.00 shall be deemed “Tranche B”.

The Parties are entering into this Amendment to evidence and effectuate the
foregoing, and to amend the Original Documents.

NOW, THEREFORE, the Parties agree as follows:

1. The principal amount of the Loan is increased by agreement of Lender and
Borrower to add One Million Five Hundred Sixty-Five Thousand Four
Hundred Seventy and 00/100 Dollars ($1,565,470.00) in HPTF funds for a
3
2321 4 th Street LLC
maximum principal amount of $8,371,709.00, consisting of Tranche A in the
amount of $6,806,239.00 and Tranche B in the amount of $1,565,470.00.
2. Se
ction 1(d) of the Loan Agreement, Schedule IX of the Commitment, and
Section “a.” of the Note are hereby amended such that all loan repayments shall
occur consistent with the following, notwithstanding anything to the contrary set
forth in the Original Documents:
Beginning on May 1 of the calendar year after Tranche B funds are disbursed, subject
to Net Cash Flow waterfall in the DHCD Deed of Trust Note, on each and ever y
subsequent May 1, until Tranche B is repaid in full, the Borrower shall make an
annual payment to Lender, inclusive of principal and interest, from 100%
of “Available Cash Flow” as more particularly defined in Exhibit C. “Loan
Closing” shall mean the date on which all of the Loan Documents were fully
executed and delivered. Borrower’s payment shall be made by check or wire an d
shall be delivered and paid as directed in writing by Lender. After Tranche B has
been repaid in fu ll, on each and every subsequent May 1, the Borrower shall make
an annual payment to Lender, inclusive of principal and interest, from 75% of
Available Cash Flow. All loan payments shall be applied as follows: first, to unpaid
interest on Tranche B, then to the principal balance of Tranche B, then to unpaid
interest on Tranche A, then to the principal balance of Tranche A.
3. Th
e Interest rate for tranche B shall be 3% simple interest . Accrual starts on the
Closing Date on amounts drawn down. The Interest rate for tranche A shall be
1% simple interest per annum.
4. The
definition of Available Cash Flow set forth in Schedule A attached to the
Loan Agreement, Exhibit B attached to the Commitment, and Exhibit B attached
to the Note are hereby deleted and replaced with the definition of Available Cash
Flow set forth in Exhibit C attached hereto as of the date hereof.
5. Exhi
bit B attached to the Loan Agreement is hereby deleted and replaced with
Exhibit B attached hereto as of the date hereof.
6. Le
nder and Borrower hereby remake and reaffirm, as of the date of this
Amendment, all of their representations, warranties, covenants and undertakings
under the various Original Documents.
7. The
Parties intend that this Amendment constitute an amendment to the Original
Documents, as applicable. The Parties agree to execute and acknowledge (or
cause to be executed and acknowledged) and deliver all documents, and take all
actions, reasonably required from time to time to give effect to the provisions of
this Amendment and to confirm the rights created or now or hereafter intended
4
2321 4 th Street LLC
to be created under the Original Documents, as amended by this Amendment, or
otherwise to carry out the purposes of this Amend ment.

8. As amended by this Amendment, the Original Documents shall continue to be
and remain in full force and effect, and are hereby ratified and confirmed.

9. This Amendment does not affect the senior priority of that certain Deed of Trust,
with Assignment of Rents, Security Agreement and Fixture Filing, dated as of
October 1, 2014 by Borrower to Maria Day-Marshall and Derek Ford, as trustees,
for the benefit of the District of Columbia Housing Finance Agency, and
recorded as Document Number 2014097045 in the Records.

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

6
2321 4 th Street LLC

LENDER :

DISTRICT OF COLUMBIA, a municipal
Corporation, acting by and through the
Department of Housing and Community
Development

By: _________________________
Colleen Green
Director

District of Columbia, ss:

I, _________________________, a Notary Public in and for the above jurisdiction,
hereby certify that Colleen Green in her capacity as Director of the District of Columbia
Department of Housing and Community Development in the foregoing instrument bearing
the date as of _________________, 2026, personally appeared before me in said jurisdiction,
and as said attorney -in-fact, acknowledged and delivered said instrument to be the act and
deed of the Lender .

Witness my hand and official seal this _____day of ____________, 2026.

[SEAL] _______________________
Notary Public
My Commission Expires:

7
2321 4 th Street LLC
TRUSTEE :

_________________________
MICHAEL T. SPENCER

District of Columbia, ss:

I, ____________________________, a Notary Public in and for the above
jurisdiction, hereby certify that Michael T. Spencer, in the foregoing instrument bearing the
date as of _________________, 2026, personally appeared before me in said jurisdiction,
and as said attorney -in-fact, acknowledged and delivered said instrument to be the act and
deed of the Trustee.

Witness my hand and official seal this day of ____________, 2026.

[SEAL] _______________________
Notary Public
My Commission Expires:

8
2321 4 th Street LLC
Exhibit A

Property Description

Lot 12 in Square 3629 in the subdivision made by H Street Development Corporation, Inc.,
as per plat recorded in Liber No. 208 at folio 184 of the Records of the Office of the
Surveyor for the District of Columbia.

9
2321 4 th Street LLC
Exhibit B
Project Budget
Total Loan Uses
First Trust Note Paydown $ 1,000,000
Operating Expense Reserve $
565,470
10
2321 4 th Street LLC

Exhibit C
Definition of Available Cash Flow

Loan to be non-recourse and payable from Available Cash Flow as defined below:

“Available Cash Flow” shall be defined herein to mean the annual sum of (i) all cash
received from rents, lease payments, and all other sources (including any release of funds
from reserves or escrows), but excluding (a) LRSP funds, (b) tenant security or other
deposits (except to the extent forfeited to the Borrower), (c) capital contributions and
interest thereon (other than if used to pay for an item deducted in determining available
cash), (d) proceeds from capital transactions, and (e) interest on reserves not available for
distribution; and (ii) the net proceeds of any insurance, other than fire and extended
coverage and title insurance, to the extent not used for rebuilding of the Property, LESS
the sum of: (a) all cash expenditures, and all expenses unpaid but properly accrued,
which have been incurred in the operation, maintenance, repair or restoration of the
Borrower’s Property (whether or not such expenditure is deducted, amortized or
capitalized for tax purposes), including the management fee to the management agent,
asset management fees, incentive management fees, credit adjusters, and leasing,
operation, maintenance, repair, restoration and taxes, charges and assessments imposed
on or in connection with the Property, (b) all payments, including, but not limited, to fees,
expenses, and other costs, required by or on account of the loan from any lender that has
a loan on the Property that is senior to the Loan (“Senior Lender”) and as required under
the senior loan documents (“Senior Loan Documents”) related to the senior loan
(“Senior Loan”), (c) payments of any deferred developer fee, (d) all debt service
payments (including those on loans made by Borrower’s Members) and any other
lender/equity investor imposed fee, (e) any cash reserves for, among other purposes,
capital expenditures, repairs, replacements and anticipated expenditures, in such amounts
as may be required by the Senior Lender as set forth in the Senior Loan Documents or
Borrower’s tax credit investor and required for the operation and maintenance of the
Property.

11
2321 4 th Street LLC
Exhibit D

Loan Agreement DHCD Contract No. 2014-26
October 21, 2014
[see attached]

EXECUTION VERSION DHCD Contract No. 2014-26
HOUSING PRODUCTION TRUST FUND PROGRAM
LOAN AGREEMENT
THIS LOAN AGREEMENT ("Agreement" or "Loan Agreement ") is made as
of the 21st day of October, 20 14, by and between 2321 4th Street LLC, a District of
Columbia limited liability company (the "Borrower" ), and the DIS TR ICT OF
COLUMBIA (the "District"), a municipal corporation acting by and through the D.C .
Department of Housing and Community Deve lopme nt (the "Lender", "DHCD" or
"Departmen t"), together the "Parties."
RECITALS
WHEREAS, the Borrower's principal place of business is at: 900 2nd Street, N E ,
Suite 20 I, Washington, DC 20002; and
WHEREAS, the Lender is undertaking certain community development activities
in accordance with the District of Columbia Commun ity Development Program
authorized under D.C. Official Code § 6-100 I et seq. and the District of Columb ia
Reorganization Plan No. 3 of 1975 and has been allocated funds in fiscal year 2014
pursuant to the Housing Prouction Trust Fund ("HPTF") to provide financial assistance
for the planning and production of affordable housing in the District of Columbia;
WHEREAS, on February 9, 2004, DHCD transferred to H Street Community
Development Corporation, Inc. ("HSCDC" or "Former D eveloper") by deed of
conveyance certain parcels of land, together with im provements, located at 2313 - 2321
4th Street, NE, Washington , DC as more particularly described in E xhibit A, (the
"Property"), subject to the terms and conditions of that certain Land Disposition/Purchase
Agreement (DC-DH CD Contract No. 2004-1) ("Land Disposition Agreem ent");
WHEREAS, the Land Disposition Agreement required, among other things, that
the mixed-use development on the Property site adhere to special conditions and
covenants running with the land, to include the development of affordable housing,
comm ercial space that wou ld be inclusive of District of Co lumbia certified local, sma ll
and disadvantaged business enterprise and communi ty space;
WHEREAS, HSCDC was unable to complete the Property development by 2006
as projected in the Land Disposition Agr eement "Dev elopment Plan with Timeline";
WHEREAS, DHCD and HSCD C have amended or shall amend the Land
Disposition Agreement to revise and update the Development Plan with Timeline and
Project Benefits Profile to ensure that the Property development adheres to the terms and
conditions of the Property Development A greement;
2321 4'" Street I.LC HPTF L oan Ag reement I 0/15/14
WHEREAS, HSCDC has assigned or shall assign all of its rights, title, interest,
duties, benefits, and responsibilities unde r the Land Disposition Ag reement to B orrower,
and DHCD has consented to such assignment;
WHEREAS, the Department approved the Borrower's funding request for the
Project and issued a conditional Letter of Commitment to the Borrower on June 12, 20 l 4,
ou tlining the term s, cond itions and requireme nts of the loan; and
WHEREAS, the Borrower accepted the terms and conditions of the Letter of
Commi tment.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknow ledged, the parties agree as follows:
DEFINITIONS
The above recitals are incorporated herein and made a part hereof. For the purposes of
this Ag reement, the following terms shall have the meaning ascribed to them below .
Whenever any wo rds are used in this Agreement in the masculine, feminine or neuter
gender, they shall be construed as though they were also used in another gender in all
cases where they would so apply, and whenever any words are used in this Agreemen t in
the singular or plural form, they shall be construed as though used in the other form in all
cases w here they would so apply.
The captions and headings contained in this Agreement are included herein for
convenience or reference only and shall not be considered a part hereof and are not in any
way intended to lim it the terms of this Agreement.
(A) Affirmative Action Plan ("AA P") - The Affirmative Action P lan, subm itted by the
B orrowe r or its agent to the D istrict for review and approval prior to execution of the
Loan documents and prior to disbursement of any Loa n proceeds. T he AAP must
contain details of the Borrower's or its agent's efforts to comp ly w ith the D istrict's goals
for achieving equal emp loymen t opportunity requirements in District government
contracts and set forth specific standards for uti I ization of minorities in all job categories,
as required in Mayor's O rder 85-85 and D istrict law.
(B) Affordability Period - The period during which the Borrower shall operate the
Project as affordable housing units in compliance with the Declaration of Covenants and
Rent R egulatory Agreement and the HP T F law that is not less than forty ( 40) years,
commencing upon the Placed in Service Date.
(C} Area M edian Incom e ("AMI") - T he area median income for a household in the
Was hington Me tropolitan Statistical Area as set forth in the periodic calculation provided
2321 4•h S treet LL C HP TF Lo an i\g rccme nt 2 I 0/15/14
by the United States Department of Housing and Urban Development ("HUD") , adjusted
for family size without regard to any adjustments mad e by H UD for the purposes of the
programs it admi nisters.
(D) Declaration of Covenants - That certain Affordable Housing C ovenant by the
Borrower in favor of the Lender, dated as of even date herewith, which requires that the
Project continuously be maintained and operated as affordable housing units for the
duration of the Affordability Period and that rents and housing charges be maintained
within the levels allowed by the HPTF law and regulations.
(E) Deed of Trust- That certain Housing Production Trust Fund Program Deed of Trust,
Assignment of Leases and R ents and Security Agre ement made by the Borrower in favor
of the Lender, dated as of even date herewith, encumbering the mortgaged Property and
securing repayment of the Loan.
(F) Extremely Low Income Households - Households with a total aggregate income that
does not exceed thirty percent (30%) of the AMI as adjusted pursuant to the HPTF law.
Not less than ten (I 0) Project housing units shall be reserved as permanen t supportive
housing affordable to households with a total income that does not exceed thirty percent
(30%) of the AMI.
(G) Financing Statements - Those certain Uniform Commercial Code ("UCC") financing
statements granted to Lender and dated as of even date herewith, that shall secure
repayment of the Loan.
(H) HPTF Law - Housing Production Trust Fund Act of 1988, D.C. Law 7-202, D .C .
Official Code §42-280 I et seq. (200 I ed.) and 10 DCMR Chapter 41 , both as may be
amended from time to time.
(I) Intercreditor Agreement - That certain intercreditor and subordination agreement by
and among the District of Columbia Housin g F inance Agency ("DCHFA"), Banc of
America Public Capital Corp., U.S. Bank, National Association, a national banking
association, and together with DCHF A, collectively the "Senior Lender," Borrower and
Lender of even date herewith, as amended , restated, supplemented or otherwise modified
(J) Improvements - All buildings, structures, fixtures, additions, enlargements,
extensions, modifications, repairs, replacements and improvements now or hereafter
erected on the Property.
(K) Loan - As defined in the Preamble to this Agreement.
(L) Loan Closing - The date of even date herewith and upon which all conditions
precedent to closing, as outlined in the Loan Commitment, have been satisfied
and all of the Loan Documents are executed and delivered.
2321 4'" Street LLC H PTF Loa n Agreemen t 3 I 0/15/14
(M) Loan Commitment - The Lender's letter of conditional commitment dated June 12,
2014, and accepted by the Borrower on June 12, 2014, and any modifications thereto,
attached hereto and made a part of this Agreement , labeled Ex hibit C.
(N) Loan Docum ents - This Ag reement, the De ed of Trust, the Note, the
Financing Statements, the Affordable Housing Covenant, the Subordination and
Intercreditor Agreement and all other agreements contemplated therein or
evidencing or securing the Loan, which are incorporated herein by reference.
(0) Low Income Households - Household s with a total aggregate income that
does not exceed sixty percent ( 60%) of the AMI as adjusted pursuant to the HPTF
law. The term Low Income Households (and the maximum rent level affordable
to such households) is defined in the HPTF law and regulations (IO DCMR
4107 .2 and 4199) as households with a total household income not exceeding
80% AMI; however, as a condition of this Loan, the Low Income Reserved Units
shall be affordable to and reserved for Low Income Hous eholds with a total
aggregate income that does not exceed 60% of AMI for the duration of the 40-
year HPTF affordability covenant.
(P) Note - That certain Deed of Trust Note made by the Borrower, of even date
herewith, as amended, modified, or supplemented from time to time, which evidences the
Borrow er's promise to the Lender to repay the Lo an under the term s and conditions of
the Loan Document s.
(Q) Permitted Encumbrance - Shall have the m eaning given in the Deed of Trust.
(R) Permitted Transfers - Shall have the meaning given in the Deed of Trust.
(S) Place in Service Date - Th e date on wh ich the last Project housing unit receives a
certificate of occupancy , or is otherwise certified or approved by the District in
accordance with District law, as being suitable for occupancy.
(T) Project - The partial financing of the development and construction of a mixed-use
project comprised of 116 residential low income tax credit units , together with
adm inistration offices, comm unity rooms and related facilities and approximately 5,000
square feet of retail space on the ground level that will be erected on the Property site.
T wenty (20) housing units will be reserved for occupancy by households at or below 30%
of AMI, and no less than ten (10) of the 30% AM] units shall be designated as permanent
supportive housing units for persons who are homeless, formerly hom eless or at risk of
becoming homeless. The remaining ninety-six (96) housing units will be reserved for
occupancy by households at or below 60% of AMI.
(U) Rent - The occupancy charge for each housing unit in the Property pursuant to a
proprietary lease, lease or other occupancy agreement between the tenant and the
Borrower.
232 1 4'" S1rcct LLC HP TF L oan A g reement 4 I 0/15/14
(V) Reserved Units - Property dwelling units that are to be rented/leased exclusively to
tenants in Low Income and Extremely Low Income Households with a total aggregate
income that does not exceed 60% or 30% respectively of the AMI at initial occupancy
as described herein for the duration of the Affordability Period.
(W) Senior Loan - The financing provided or to be provided to Borrower using
proceeds of tbe DCHF A Multifamily Housing Mortgage Reven ue Bonds issued for the
benefit of the Project evidenced or to be evidenced by a Prom issory Note from the
B orrower to DCHF A and other instruments, agreements and documents by and between
the Borrower and DCHF A to evidence, secure or guaranty the repayment of the Senior
Loan, all such instruments, agrements and docume nts being referred to herein
collectively or singularly as "Senior Loan Documents."
EXHIBITS
The Exhibits listed below and the tem1s and conditions of the same are incorporated
herein and made a part of this Agreement.
(A) Legal Description of the Property
(B) [Intentionally Omitted]
(C) Schedule of Lo an Proceeds Uses
(D) Conditional Letter of Commitment
(E) Drug Free Workplace Certification
(F) Draw Schedule
(G) Davis-Bacon Act Federal Labor Standards Provisions
(H) Property Management Plan
SECTION I: LOAN PROVISIONS
(A) LOAN AMOUNT: The Lender agrees to lend the Borrower a principal amount
not to exceed Six Million Eight Hun dred Six T housand Two Hund red Thirty­
Nine Dollars ($6,806,239.00).
(B) PURPOSE: The Bo rrower must use the Loan proceeds for eligible activities
consistent with the HPTF Law, the Comm itment and this A greement. The Loan
proceeds shall be used solely to fund Le nder-approved HPTF eligible costs
related to the acquisition, development and construction of the Property and the
improvements to be erected thereon as detailed in the Schedule of Loan Proceeds
Uses, attached hereto as Exh ibit C .
(C) DISBURSEMENT:
(I) No Loan proceeds shall be disbursed until all conditions precedent to Loan
C losing and disbursement have been satisfied to the satisfaction of the
L ender.
2321 4th S1rcct LLC HPTF Loan Agrecm<:111 5 I 0/15/14
(2) All costs and obligations incurred under this Agreemen t must be supported
by original source documentation (contracts, receipts, invoices, canceled
checks, etc.).
(3) Any and all funds disbursed to the Borrower must be expended wi thin five
(5 ) business days of receipt. Any funds not expended within five (5)
business days of receipt shall be returned to the Lender promptly. Any
interest earned on these funds after d isbursemen t but prior to being
expended on eligible costs, will be considered program income and must
be returned to the Lender by check payable to the District of Co lum bia
Treasurer. In no event shall the Borrower escrow the Loan funds.
( 4) Loan proceeds may be d isbursed to the bond trustee upon Lender's
approval of Borrower's requisition for payment.
(D) TERM : The term of the Loan shall be forty (40) years from the date of Loan
Closing.
(E) INTEREST RATE : Interest shall be charged at a rate of One percent (1.0%) and
shall accrue immedia te ly upon Loan Closing.
(F) REPAYMENT: Following a deferral period of five (5) years from the date of
Loan Closing, the Loan shall be payable in annual installments, paid solely from
49% of Available Cash Flow in accordance with the Note.
(G) A DDIT IONAL FUNDS: Borrower shall subm it funding commitments and
documentation from all other funding sources required to compl ete the Project.
The Borrowe r shall obtain the written approval of the Lender prior to receiving
any add itional funds, from any source, concerning this Project, which approval
shall not be unreasonably withheld, delayed or conditioned. L ender hereby
approves the Senior Loan.
(H) PREPAYMENT: The Loan or any portion thereof may be prepaid at any time
w ithout penalty, premium or fee.
(I) SALE OR CHANGE IN USE OF THE PROPERTY: If the Property is sold or
refinanced before the end of the Loan Term, without the consent and approval of
DHCD, and other than Permitted Transfers, the entire loan amount shall become
immediately due and payable. Further, if the Property ceases to be used for the
purposes specified in the Loa n documents, without the prior consent and approval
of DHCD, the entire L oan amount shall become immed iately due and payable.
(J) SUBORDINATION : T he rights of the Lender and any other holder of the Note
and under any of the Loan Documents shall be subordinate in all respects to the
rights of the Senior Lender under the Senior Loa n Documents and are subject in
all respects to the terms and provisions of the I ntercreditor Agreement .
2321 4'1' Street L LC HPTF Loan A greement 6 I 0/15/14
SECTION 2: REPRESENTATIONS AND WARRANTIES OF THE BORROWER
The Borrower, to the best of its knowledge, represents and warrants to the Lende r the
following which will be true and correct as of the date hereof:
(A) As of the date hereof, the Borrower has satisfied all of the conditions precedent to
the Loan Closing as set forth in the Loan Commitment and the Loan Documents
and not waived by the Lender. The execution of the documents required herein
and the performance required thereunder will not violate any other agreement or
instrument to which the Borrower is a party.
(B) The Borrower must have good and marketable fee title to the Property and any
and all assets securing this Loan at the time that the security documents and
restrictive use covenants are recorded in the land records of the District, subject to
no mortgage , breach, lien, encumbrance, conditional sales contract or other
obligation, whether absolute or contingent, except as created by the Senior Loan
Documents and any others which have been disclosed to and accepted by the
Lender, and the Borrower will defend title thereto against al I claims and demands
whatsoever and furnish to the Lender such further assurances of title as may be
necessary to effectuate the purposes and provisions of this Agreement or to
perfect, continue or terminate the Lender's security interest and pay all costs in
connection therewith.
(C) There has not been and will not be prior to the Loan Closing, any changes
made, or caused to be made, by the Borrower in the financial condition,
assets, liabilities, business or prospects of the Borrower other than changes
in the ordinary course of business (none of which is materially adverse to
the Borrower), nor any damage, destruction or loss to the same, whether or
not covered by insurance, which has materially and adversely affected the
ability of the Borrower to carry out the purpose of this Project and repay
the Loan.
(D) On the date of Closing, there will not be pending or threatened, any
litigation, proceeding or investigation, which may result in any material
and adverse change in the financial condition, assets, liabilities, business
or prospects of the B orrower, and the Borrower does not know of any
basis for any such litigation, proceeding or investigation.
(E) The Borrower holds or will obtain all licenses, certificates, pem1its and
rights from al I appropriate federal or District authorities necessary to
complete the Project development.
2321 4'" Street LL C HPTF Loan A greem ent 7 I 0/15/14
(F) T here are no actions or proceedings pending or to the best of Bo rrower's
actual know ledge, threatened against the Bo rrower to liquidate or
reorganize it or place it into receivership.
(G) The Borrower does not owe any federal or District withholding, sales,
franchise or real estate taxes other than those not yet due and payable.
Any taxes which have been assessed against the Property and remain
unpaid shall be disclosed to and approved by Lender prior to Loan
Closing.
(H) Any financial stateme nts of the Borrower furnished to the Lender are true,
correct and comp lete, as of the date of certification of same .
SECTION 3: OMISSIONS, RELIANCE AND INDEMNIFICATION
(A) Th e Borrower warrants and represents to the Lender that the statements
contained in this A greement are true and correct as of Loa n Closing, all
documentation provided to the Lender or its representatives and all other
representations ma de by or on behalf of the Borrower to the Lender or its
representatives in connection with the application for and closing of the
Loan are true and complete and do not intentionally omit any fact or
information material to the Lender's evaluation of said application or
compliance with the conditions for the Loan Closing. Th e Borrower
acknowledges that the Lender has relied on this warranty and
representation in connection with making the Lo an. lf the Borrower has
m ade any material m isrepresentation in connection with the application
for and closing of this Loan, as determined by the Lender in its sole
discretion, such misrepresentation shall constitute a default under the
Loan entitling the Lender to exercise its right to accelerate the ma turity of
the Loan and exercise any and all other default remedies.
(B) Notw ithstanding any investigation conducted before or after Loan Closing,
and notwithstanding any facts and circumstances wh ich any party may
learn as a result of such investigation or otherwise, the parties shall be
entitled to rely upon the warranties and representations set forth herein.
(C) The Borrowe r shall indemn ify and hold Lende r harmless at all times after
the date hereof against and in respect of all costs, expenses, claims, suits,
damages, deficiencies, liabilities and loss (including, w ithout limitation,
reasonable costs and expenses for legal and accounting services incurred
in connection therewith) of any nature suffered, incurred o r paid by the
Lender which would not have been suffered, incurred or paid if all the
representations, warranties, covenants and agreemen ts made by the
Borrower in this Agreement or in any other instrument or docum ent
furnished to Lender in connection w ith the Loan had been true, complete
and correct.
232 1 4'" Street L LC HPTF Loan A g reement 8 I 0/1 S/14
SECTION 4: THE LENDER'S COSTS AND EXPENSES
The Borrower agrees to bear all costs and expenses, if any, incurred by the Lender in
connection with tJ1e collection and enforcement of the Loa n Doc uments, from and after
an event of default (beyond any applicable notice and cure period) including reasonable
attorneys' fees under the Loan Documents .
SECTION 5: THE BORROWER'S COVENANTS
Un til payment in full of the Note, together w ith all interest and charges accrued thereon,
if any, has been received by the Len der, the Borrower covenants that:
(A) R ecordkeeping/lnspections
T he B orrower will cooperate with the Lender, its representatives and duly
authorized agents in the collection and inspection of documentation, including
financial disclosures required to be provided under this Agreement. Specifically,
the Borrowe r shall:
(I) Make requested records available for inspection by the Lender or other
authorized agent within ten ( I 0) days of the L ender's or authorized agent's
request;
(2) Maintain comple te and accurate books and records and documentation
of all expenses incurred in connection with the Project and the use of the
Loan proceeds.
(3) Permit all inspections of the Property and Property records as Lender
deems reasonably necessary to facilitate HPTF program mon itoring and to
ensure the quality of the Property and compliance with federal and D istrict
laws.
(4) Maintain accurate records of the Project tenants, lease agreements,
tenants' household incomes at the time of the initial lease, annual income
certifications and tenant-based rental assistance, if applicable, rent and
inspection records
(5) Maintain Project related records for a period of five (5) years from the
date that such records are generated. If any litigation, claim or audit is
begun before the expiration of the 5-year retention period with respect to
any particular record, such record shall be retained no less than five (5)
years after all litigation, claims, audits or mon itoring findings involving
the records have been resolved and final action taken.
232 1 4th S1rcct L L C H PTF Lo an A g reem ent 9 I 0/15/14
(B) Separate Account
The Borrower shall establish a separate account independent of other account
records of Borrower for the deposit of any Loan funds. Borrower must maintain
complete and accurate records and documentation of all costs incurred under this
Agreement, organized in a manner that would identify the cost categories set forth
in the itemized budget.
(C) Quarterly Reports
The Borrower will, upon written request, submit to the Lender on a quarterly
basis by the thirtieth (30th) day after the close of the Borrower 's fiscal quarter:
(I) Receipts demonstrating the Borrower's payment of quarterly taxes to the
District and the Internal Revenue Service, when and if due; and
(2) A reconciliation of Borrower's revenue and Lender-funded expenditures.
(D) Annual Organizational Audit/Tenant Income Certification
The Borrower will submit to the Lender on an annual basis :
(E)
(F)
(G)
(]) By the I 20th day after the close of the Borrower 's fiscal year, audited
financial statements prepared in accordance with G enerally Accepted Accounting
Principles, applicable 0MB Circulars, and any other applicable federal or District
audit requirements; and
(2) By the 30
th
day after each anniversary of the Placed in Service D ate until the
expiration of the Affordability Period, a certification that all Res erved Units
during said fiscal year have been leased to households with total annual household
incomes that do not exceed 30% or 60% of the AMI, as applicable.
Current on Obligations
The Borrower will comply with all statutes and government regulations and
promptly pay all taxes, if applicable, assessments, governmental charges, claims
for labor, supplies, rent, short term loans, long term indebtedness and other
obligations relating to the Borrower or the Property when due and payable, except
liabilities being contested in good faith and against which , if requested by the
L ender, the Borrower wi ll establish a reserve reasonably satisfactory to the
Lend er.
Property Liens
Th e Borrower will comply with all terms, conditions and covenants of any
encumbrances, lien or indebtedness whic h affects any of the real or personal
property securing the Loan.
())
Insurance
At Loan closing, Borrower must submit to L ender evidence of Borrower 's
existing policy of Mortgage/Lender Title Insurance, in at least the
232 1 4th Street LL C 1-IPTF L oan Agreement 10 10/15/14
principal amount of the Loan. Th e title insurance policy mus t insure that
title to the Property is vested in the Borrower free and clear of liens and
encumbrances, except for Permitted Encumbrances.
(2) The Borrower wi ll obtain or cause it contractors to obtain and maintain at
no expense to the Lender, builder's risk (during Project construction
period only), casualty, all-risk, worke rs' compensation and liability
insurance prepaid for at least one ( l) year from the date of Loan Closing
and listing the Lender as an additional insured.
(3) Casualty insurance shall be for an am ount not less than the replacement
costs of the Project and shall name the Lender under a L ender's Loss
Payable endorsement.
(4) Builder's risk shall be in amount not less than the cost to achieve 100%
completion of Project construction and shall name the Le nder under a
Lender's Loss Payable endorsement.
(5) Borrow er must obtain or cause its general contractor to obtain a
performance bond guaranteeing completion of work perfom1ed by
Borrower 's general contractor.
(6) Liability insurance shall not be less than $ I ,000,000.00 per incident and
$3,000,000.00 in the aggregate.
(7) Borrower and Borrower's general contractor shall have the necessary
workers' compensation insurance and any other type of commercially
reasonable insurance required for this type of Project.
(8) Borrowe r shall provide and shall cause its general contractor to provide
the Lender with thirty (30) days notice prior to cancellation of any
insurance and shall list the Lender as a loss payee and irrevocable
beneficiary. The Borrower and its general contractor shall maintain such
insurance policies required herein for the period that the Loan remains
outstanding.
(H) Property Transfer
The Borrower will not, without prior wr itten consent of the L ender, transfer,
pledge, encumber, assign or otherwise burden or sell title to, or any interest,
equitable or legal, in the real or personal property whic h is security for this Loan
and not specifically disclosed to and accepted by Lender as of the date of Loan
C losing. Le nder hereby consents to Borrower pledging the real and personal
property that is security for the Loan as security for the Senior Loan.
232 1 4•h Street LLC HPTF Loan Agr eement 1 1 10/15/14
(I) Anti-Mon ey Laundering Compliance
T he Borrower will fully comply w ith all anti-money laundering federal statutes,
laws, regulations and related federal statutes, laws, and regulations, to the extent
that they apply to the Borrower or the Project, which includes the following:
(1) The requirements of the Bank Secrecy Act (31 U.S .C. § 5318) as
amended by the USA Patriot Act (Pub.L. 107-56) and E xecutive Order
No. 13324.
(2) The requirements of applicable Executive Orders administered by the
United States Department of the Treasury's Office of Foreign Assets
Control pertaining to anti-money laundering.
The Borrower agrees to cooperate with the Lender, its representatives and duly
authorized agents, and representatives and duly authorized agents of the United
States Government in the collection, enforcement and financial disclosures with
respect to this Section.
(J) Use of Funds
The Borrower will use the Loan funds solely for the purposes set forth in this
Agreement and the Commitment.
(K) Restrictive Use Covenants
The Borrower shall maintain affordability requirements for all J 16 housing units
for the duration of the Affordability Period, in accordance with the Declaration of
Covenants and Ren t Regulatory Agreement, the HPTF law and regulations and all
other applicable District and federal laws and regulations applicable to the
Project. The rents for the H PTF-assisted units cannot exceed the HPT F rents
published annually by DHCD.
(L) Property Comp liance
The Borrower shall construct, operate and maintain the Property/Project in
compliance with all applicable federal and District laws, to include local code
requirements applicable to a development of this type. T he completed Project
must remain free of all health and safety defects.
(M) Duty to Acknowledge District Financial Assistance
(N)
The Borrower shall place suitable signage on the Property site indicating that the
Project is being developed with financial assistance provided by the Department.
Property Management
Borrower will, at all times during the Loan term and the Affordability Period,
from and after the construction completion date, maintain a manag ement contract
with a licensed professional managemen t company for the management of the
Project, cancelable on sixty (60) days notice, and otherwise in form and substance
reasonably satisfactory to the Lender.
2321 4'" S treet LLC HPTF L oan A greement 12 I 0/15/14
(0)
( 1) The proposed mana gement firm must be a reputable management com pany, in
good standing with the District, and experienced in managing properties of a
similar type and size as the Project.
(2) Upon the request of the Len der, Borrower will provide to the Le nder copies of
any documen ts reasonably required by the Lender to determine the
management firm's qualifications to manage the Property.
(3) Any management contract entered into by the Borrower must be approved by
the Lender, w hich approval shall not be unreasonably w ithheld, conditioned or
delayed, and the contract mu st provide that it will be subject to termination,
without penalty, if the Property manager fails to take action to cure any
deficiency within sixty (60) days ofreceiving notice of the deficiency.
Duty to Comply with DHCD Compliance Certifications
Borrower must submit all Lender-required compliance certifications, which
signify Borrower's obligation to comp ly with federal and District laws and
regulations govem ing fair h ousing, equal opportunity, accessibility and
affirmative marketing requirem ents that are applicable to the P roject. Th e
Borrower acknowledges that any misrepresentation of information or failure to
comply with any conditions proposed in these certifications could result in loss of
project funding and other penalties.
(P) Duty to Comply with Land Disposition Agreement Cove nants
Borrower shall comply with all conditions and requirements of the Land
Disposition Agreement and the Special Warranty Deed dated February 9, 2004,
and recorded w ith the District of Columb ia Recorder of Deeds as Instrument
Num ber 20040 18929 (the "DHCD Deed") as clarified in that certain Estoppel
Certificate and Mortgagee's and Investor's Rights Agreement by and among H
Street Community Deve lopment Corporation, Inc., the District of Columbia
H ousing Finance Agency, U.S. Bank National Association, Ba nc of Ame rica,
N .A., Wicopin Circle LLLP, Borrowe r and L ender, dated as of the date hereof.
SECT ION 6: ASSIGNMENT OF LOAN OR L OAN FUNDS
Except for Permitted Transfers, the Borrower shall not sell, assign, pledge or otherwise
transfer any of its interest in the Property, nor shall the Bo rrower change its
organizational structure without the prior w ritten consent of the Le nder, which consent
shall not be unreasonably w ithheld, conditioned, or delayed. This Loan is not assignable
to any person or entity, without the prior written consent of the Lender, nor may L oan
proceeds be assigned without the prior written consent of the Lender, which consent shall
not be unreasonably withheld, conditioned, or delayed.
SECT ION 7: HAZARDOUS MATERIALS AND INDEMNIFICATION
T he Borrower agrees to: (i) comp ly with all governme ntal requirements applicable to
Hazardous Materials (as hereinafter defined) and other environm ental, health, fire and
232 1 41
h Street LLC H PTF L oan Agreem ent 13 10/15/14
safety laws or regulations, including but not limited to the Occupational Health and
Safety Act and American With Disabilities Act; (ii) notify the Lender of any notice
received by the Borrower of any leak, spill or other release of Hazardous Mat erials or of
any violation of any environmental, health, fire or safety laws or regulations with respect
to the Property in which event the Lender shall be allowed a right of entry (including the
right to conduct tests and take samples from the Property) and may, but shall not be
required to, remediate the problem; (iii) if Hazardous Materials are determined to be
located on the Property or another environmental, health, fire or safety law has been
violated and such violation has been caused by the Borrower or its agents, provide the
Lender with a bond or letter of credit, or similar financial assurance, reasonably
satisfactory to the 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 (iv) indemnify and forever hold the
Lender harmless from any loss, claim, damage or liability arising out of, or in connection
with, the presence on the Property of, or contamination by, any Hazardous Materials or
the violation of environmental, health, fire or safety laws or regulations if such loss,
claim, damage or liability was caused by the Borrower or its agents and has occurred
since the Borrower took title to the Property. This indemnification shall survive
repayment of the Loan; provided, however, the Borrower shall have no liability to the
extent any loss arises as a result of the gross negligence, willful m isconduct or bad faith
of Lender or its employees, officers, directors, agents and/or representatives or to the
extent the cause of any such loss arises after the date of any foreclosure, deed in lieu
thereof, or exercise of power of sale. Further, the Borrower shall pay the Lender, upon
demand , for all costs incurred by the Lender in connection with inspecting the Property
with respect to Hazardous Materials, in connection with reviewing any Hazardous
Material, environmental, health, fire or safety reports, including attorney's fees,
engineering fees and other fees and expenses, if such costs are incurred as a result of
actions caused by the Borrower or its agents after the date the Borrower took title to the
Property. As used herein, "Hazardous Materials" shall be defined as any substance (i) the
presence of which requires investigation, remediation, or special handling under any
federal, state or local statute, regulation, ordinance, order, policy or comm on law; or (ii)
is or becomes a "hazardous substance" or "hazardous waste" under any federal, state or
local statute, regulation, ordinance, order, policy or common law, including the Resource
Conservation and Recovery Act of 1976 (42 U.S.C. Section 960 1 et seq.), as amended
from time to time, or the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (42 U.S.C. Section 960 1 et seq.), as amended from time to time.
Notwithstanding the foregoing, the term "Hazardous Materials" shall not include any
substance customarily generated, stored, used, sold, treated, processed, recycled or
disposed of at or on the Property in commercially reasonable amounts or for ordinary
household purposes (like cleaning supplies) and in accordance with governmental
requirements.
SECTION 8: DEFAULT/REMEDIES
(A) Subject to all applicable notice requirements, grace period or right to cure
specifically set forth herein or in any of the Loan Docume nts, the occurrence of
any one or more of the following events (each an "event of default") shall
2321 4'h S1ree1 LLC HPTF Loan Agrccmcn1 14 10115/14
constitute an "Event of Default" by the Borrower, and the Lender shall be entitled
to all rights and remedies available to it under the law and as set forth in the Loan
Documents, including causing the Note to become immediately due and payable:
{l) A breach, nonpayment, failure of perfomJance or default by the
Borrower of any material covenant, term, condition, or provision of this
Agreement, the other Loan Documents for this Loan, the Grant, or the
Property Development Agreement, which is not cured within thirty (30)
days' of written notice from the Lender;
(2) The making of any representation or warranty by the Borrower to the
Lender which is false or erroneous when made and is materially adverse to
the Lender's interests;
(3) Except as to Permitted Encumbrances and Permitted Transfers, the
sale, transfer, assignment, pledge or conveyance of the Property or any
portion thereof, without the prior w ritten consent of the L ender, which
consent shall not be unreasonably w ithheld, conditioned or delayed;
(4) The liquidation, insolvency, entry into receivership or bankruptcy of
the Borrower, or if there is commenced against the Borrower any
proceeding seeking the involuntary entry of the .Borrower into bankruptcy,
such proceeding shall have not been completed within a period of ninety
(90) days; or
(5) A default following applicable notice and cure periods under
Borrower's agreements with a senior lender.
(B) Remedies.
Upon an event of default, (after the expiration of any applicable notice and cure
and/or grace period), the Lender, w ithout notice or resort to any judicial
proceeding shall have the right to:
I. set off against and apply all funds of the Borrower held on deposit with or
under the control of the Lender to the payment of any of the obligations of the
Borrower under the Loan Documents;
2. disallow all or part of the cost/activity/action that is not in comp liance with
the HPTF Program requirements;
3. suspend or terminate, in whole or in part, this Agreement, or funding made
available hereunder;
4. recapture the full amount ofHPTF Program funds disbursed to the date of the
Event of Default;
5. take any and all other legal remedies as may be available, including, without
limitation, seeking specific performance.
2321 4•h Street LL C H PTF Lo an Ag reem ent 15 10/15/14
Borrower's investor member shall have the right, but not the obligatfon, to cure any event
of default on behalf of Borrower, provided such event of default is cured within any
applicable cure period or grace period provided herein to the Borrower.
SECTION 9: NO WARRANTY OR WAIVER
(A) T he Lender's review of appraisals, surveys or other matters in connection with the
Loan shall not constitute a warranty or representation by the Lender or its
emp loyees, agents or representatives.
(B) No waiver by the Lender of any provision of this Agreement shall be deemed to
be a continuing waiver. No waiver of any of the Lender's rights shall be binding
upon the Lender unless the Lender approves such waiver in writing.
SECTION 10: ENTIRE AGREEMENT/ ENFORCEABILITY/ MODIFICATION
This Agreement, in conjunction with the other Loan Docum ents constitutes a full and
comp lete understanding between the parties, and all other agreements and/or contracts
either oral or written, or other legal instruments, are hereby superseded upon the
execution of this Agreement. This Agreement shall be valid, binding and enforceable
against the parties hereto and their successors and assigns and the parties warrant that the
persons executing this Agreement on their behalf are authorized to do so. None of the
terms or provisions of this Agreement may be changed, waived, modified, discharged or
terminated except by a written modification executed by all parties.
SECTION 11: CONFLICT OF INTEREST/ LIMIT OF LIABILITY/
INDEMNIFICATION
(A) Federal and District laws strictly prohibit any person who exercises or has
exercised any functions or responsibilities with respect to DHCD-assisted
activities or who is in a position to participate in a decision -mak ing process or
gain inside information with regard to such activities from obtaining a financial
interest or benefit from a DHCD-assisted activity, or have a financial interest in
any contract, subcontract, or agreement with respect to a DHCD-assisted activity.
(B) Further, as it relates to the procurement of supplies, equipment , construction and
services, recipients of HPTF monies are held to the conflict of interest provisions
of District law. The Borrower shall submit a copy of its conflict of interest
policies and procedures to the Lender within fifteen (1 S) days of the Loan
Closing.
(C) No member, official, or employee of the Lender shall be personally liable to the
Borrower or any successor in interest in the event of any breach of this Agreement
by the Lender or for any amount which may become due to the Borrower or its
successors or assigns on any obligations under the tenns of this Agreement.
2321 41h Street L LC H PTF Loan A grccmcnt 16 10/15/14
(D) No member, tenant, or employee of the Borrower shall be personally liable to the
Lender or any successor in interest in the event of any breach of this Agreement
by the Borrowe r or for any amount which may become due to the Lender or its
successors or assigns on any obligations under the terms of this Agreement.
(E) All acts, including any failure to act, relating to the Property by any agent,
representative or designee of the Lender are performed solely for the benefit of
the Lender to assure repayment of the Loan and are not for the benefit of the
Borrower or for the benefit of any other person, including without limitation,
purchasers, tenants or other occupants. Acceptance by the Borrower of this
Agre ement shall evidence its agreement to indemnify the Lender, its employees,
agents and representatives and to hold them harmless against any loss or expense
resulting from any and all claims, actions, settlement or liability for the
Borrower's acts or failure to act in connection with the Property.
(F) Notwithstanding anything to the contrary in this Agreement or the Loan
Documents, no owner, shareholder, officer, director, tenant or employee of the
Borrower shall be personally liable under this Agreement or the Loan Docum ents.
SECTION 12: FREEDOM OF INFORMATION ACT NOTJCE
The District of Columbia Freedom of lnformation Act of 1976 (DCFOlA), Pub . L. 90-
614, D.C . Code § 2-532 et seq. provides for the disclosure of public information.
S pecifically, the law provides that "any person has a right to inspect, and at his or her
discretion, to copy any pub lic record except as otherwise expressly exemp t by the Act."
Further, a "public record" has been defined by the District of Columbi a Public Records
Management Ac t of 1985 as "any document, book, photographic image, electronic data
recording paper, sound recording, or other ma terial 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. Code § 2-502(2001 ).
T his Section 12 serves as notification to the Borrower that information/documentation
submitted to the DHCD pursuant to this Loan, or in connection with the transaction of the
business of the Department, is subject to public disclosure in response to a FOIA request.
Any information that is not specifically exempt by D.C. Code § 2-534(a) may be
disclosed upon a proper request, in accordance with the DCFOJA.
SECTION 13: NOTICE OF NON-DJSCRIMINATION
Jn accordance with the D.C. Human Righ ts Act of I 977, as amended, D.C . Official Code
Section 2-1401.0 I et seq. (Act) the District of Colum bia does not discriminate on the
basis of actual or perceived: race, color, religion, national origin, sex, age, ma rital status,
personal appearance, sexual orientation, gender identity or expression, familial status,
family responsibilities, matriculation, political affiliation, genetic information, disability,
source of income, victim of an intrafamily offense or place of residence or business.
Sexual harassment is a form of sexual discrimination which is prohibited by the Act. In
2321 4•h S1reet LLC H PTF Loan Agreemen t 17 10/15/14
addition, harassment based on any of the above protected categories is prohibited by the
Act.
SECTION 14: SPECIAL FEDERAL/DISTRICT PROVISIONS
The Borrower shall fully comply or cause its general contractor to fully comply w ith the
following federal and District provisions, as deemed applicable by the Lender:
(A) The Fair Housing Act, Title VIII of the Civil Rights Act of 1968, as amended, by
the Fair Housing Amendments Ac t of 1988, Executive Order 11063, as amended
by Executive Order 12259 and the implementing regulations at 24 CFR Part 100
and Part I 07, wh ich prohibit residential real estate housing related-transactions
that discriminate based on race, color, national origin, sex, religion, disability and
familial status.
(B) Davis-Bacon and Contract & Safety Standards Act Requirements. The Davis­
Bacon Act (40U .S.C.314 let seq., 29 CFR parts 1, 3, and 5) 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 Da vis-Bacon Act labor standards are also applicable to the "Re lated Acts,"
under which construction projects are assisted through federal or District 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 are attached hereto
as E xhibit G, Davis-Bacon Act Federal Labor Standards Provisions (HUD Form
40 l 0). Exhibit G is incorporated and made a part of this Agreement.
Each weekly payroll statement required under 29 CFR § 3.3 shall be delivered by
the contractor or subcontractor, within seven days after the regular payment date
of the payroll period, to a representative of the District of Columbia Department
of Housing and Community Development (DHCD) at the site of the building or
work, or if there is no representative ofDHC D at the site of the building or work,
the statement shall be mailed by the contractor or subcontractor, within such
time, to a Federal or State agency contracting for or financing the building or
wor k. (29 CFR § 3.4)
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))
The Davis-Bacon and Related Acts labor standards and the Contract & Safety
Standards Act requirements shall survive the term of this Loan .
232 1 4'" Street LLC H PTF L oan Agreem ent 18 10/15/14
(C) Affirmative Fair Housing Marketing Programs at 24 CFR Part 200, Subpart M
and 24 CFR Part 108. When marketing the HPTF- assisted units, the Borrower
must adopt and comply with the Lender-approved written affirmative fair housing
marketing plan and procedures. Upon request by Lender, the Borrower must
provide a written explantion of the reason(s) for the rejection of any applicant
rejected for housing at the HPTF Project.
(D) The requirements of Title VI of the Civil Rights Act of 1964 ( 42 U .S.C. 2000( d))
(Nondiscrimination in Federally Assisted Programs) and implementing
regulations at 24 CFR Part 1, to include improving access to services for persons
with limited English proficiency, Executive Order 13166 and the District of
Columbia Language Access Act of 2004.
(E) Th e prohibition against age discrimination under the Age Discrimination Ac t of
1975 (42 U.S.C . 6 l O l et seq.) and implementing regulations at 24 CFR Part 146.
(F) The prohibition against handicap discrimination under section 504 of the
Rehabilitation Act of 1973 (29 U.S.C. 794) and imp lementing regulations at 24
CFR Part 8.
(G) The requirements of Execu tive Order l 1246 as amended by Executive Orders
11375, 11478, 12086, and 12107 (Equal Opportunity Programs) and the
implementing regulations issued at 41 CFR Chapter 60.
(H) Minority/Women's Business Enterprise under Executive Orders l 1625, 12432
and 12138; 24 CFR 85.36(e).
(I) Borrower and any of its contractors and subcontractors shall comply with all laws,
regulations and DHCD compliance certifications governing the accessibility of
"Federal or District-assisted buildings to include: Title Ill of the Amer icans with
Disabilities Act of I 990 (the "ADA"), 42 U .S.C. 12181 et seq.; the Fair Housing
Act ( 42 U .S.C. 3601-19); 24 CFR I 00 et seq.; Section 504 of the Reh abilitation
Act of 1973; 24 CFR Part 8.
(J) The Hatch Act, Chapter 15 of Title V, United States Code to the extent that no
funds provided, nor personnel employed under this Agreement, shall be in any
way or to any extent engaged in the conduct of political activities in violation of
the Hatch Act.
(K) Conflict of Interest Provisions at 24 CFR 570.6 l l.
(L) The National E nvironmental Po licy Act and other related laws (42 U.S.C. 432 1 et
seq. ) and imp lementing regulations at 24 CFR Part 58 . Th is shall include any
ongoing requirements related to any required mitigation resulting from the NEPA
review and clearance and flood insurance, as required by the National Flood
2321 4•h Street LL C HPT F Loan Agreem ent 19 10/15/14
Insurance Reform Act of 1994, if applicable to the Project, as determined tn
Lender's sole discretionor other legislation implemented by 24 CFR Part 58.
(M) The Drug-Free Workp lace requirements at 24 CFR Part 21 incorporated into the
terms and conditions set out in the "Drug-Free Workplace" certification, which is
attached hereto and made a part of this Agreeme nt as Exhibit D.
(N) The federal and local laws and regulations governing lead-based paint remed iation.
24 CFR Part 35; DCMR T itle 20, Chapter 8.
(0) Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701 u)
and implementing regulations at 24 CFR Part 135
During construction of the Project, Borrower shall comply with and cause its successors,
assigns, agents, and agents to comply with 24 CFR Part 135. The Section 3 requirement
applies to assistance that exceeds $200,000.00 or where the contract or subcontract
exceeds $100,000.00.
All Section 3 covered contracts mus t include the following clause in its entirety:
A. The work to be performed under this contract is subject to the requirements of
Section 3 of the Housing and U rban Development Act of 1968, as amended, 12
U.S.C. 1701u (Section 3). The purpose oJSection 3 is to ensure that employment
and other economic opportunities generated by HUD assistance or HUD-assisted
project covered by Section 3, shall, to the greatest extent feasible, be directed to
low- and very low- income persons, particularly persons who are recipients of
HUD assistance for housing.
B. The parties to this contract agree to comply with HUD 's regulations in 24 CFR
Part 135, which implement Section 3. As evidenced by their execution of this
contract, the parties to this contract certify that they are under no contractual or
other impediment that would prevent them from complying with the part 135
regulations.
C. The contractor agrees to send to each labor organization or representative of
workers with which the contractor has a collective bargaining agreement or other
understanding, if any, a notice advising the labor organization or workers'
representative of the contractor's commitments under this Section 3 clause, and
will post copies of the notice in conspicuous places at the work site where both
employees and applicants for training and employment practices can see the
notice. The notice shall describe the Section 3 preference, shall set forth
minimum number and job titles subject to hire, availability of apprenticeship and
training positions, the qualifications for each; and the name and location of the
person(s) taking applications for each of the positions; and the anticipated date
the work shall begin.
232 1 4th Street LLC HPTF Loa n Agreement 20 10115114
D. The contractor agrees to include this Section 3 clause in every subcontract
subject to compliance with regulations in 24 CFR Part 135, and agrees to take
appropriate action, as provided in an applicable provision of the subcontract or
in this Section 3 clause, upon a finding that the subcontractor is in violation of the
regulations in 24 CFR part 135. The contractor will not subcontract with any
subcontractor where the contractor has notice or knowledge that the
subcontractor has been found in violation of the regulations in 24 CFR part 135.
E. The contractor will certify that any vacant employment positions, including
training positions, that are filled (J) after the contractor is selected, but before the
contract is executed, and (2) with persons other than those to whom the
regulation of 24 CFR part 135 require employment opportunities to be directed,
were not filled to circumvent the contractor's obligations under 24 CFR part 135.
(P)
(Q)
(R)
(S)
(T)
Noncompliance with HUD 's regulations in 24 CFR part 135 may result in
sanctions, default under the Loan Documents, and debarment or suspension from
future HUD-assisted contracts.
Green Building Requirements of the Green Building Act of 2006, as may be
amended, D.C. Law 16-234, D.C. Official Code§ 6-145 1.0 I et seq.
First Source Agreemen t. Contractors and subcontractors of a government-assisted
Project totaling $300,000 or more must enter into a First Source Agreement with
the District Department of Employment Services and must comply w ith the
District's goals for the recruitment, referral and placement of District residents.
See D.C. Law 5-93, as amended, D.C. Official Code § 2-219.01 et seq. and
Mayor's Order 83-256.
Apprenticeship Program. The Borrower must register with or shall cause its
general contractor to register with the D.C. App renticeship Council and report the
registration number to DHCD. Further, all beneficiaries (to include contractors
and subcontractors) of District-funded projects/contracts that exceed $ I million
dollars must register with the D.C. Apprenticeship Council. See D.C. Law 2-156,
as amended, D.C. O fficial Code § 32-1431.
Certified Business Enterprise Utilization and Participation Agr eement ("CBE
Agreement"). Th e Borrower shall enter into or shall cause its general contractor
to enter into a CBE Agreement with the DSLBD to contract with and procure
from local businesses goods and services required for the development of the
Project in accordance with the Certified Bus iness Enterprise utilization
requirements, as determinedby the DSLBD. See the Small, Local and
Disadvantaged Business Enterprise Development and Assistance Act of 2005, as
amended, D.C. O fficial Code § 2-2 I 8.49a.
"A nti-Lobbying" Restrictions (31 U .S.C. 1352 and implementing regulations at
24 CFR Part 87). Each person who requests or receives District funding as a
2321 4th S treet LLC H PTF Loan Agreement 21 I 0/15/14
subgrant, contract, or subcontract exceeding $100,000 at any tier under a District
financial assistance must submit a certification, and a SF -LLL Disclosure of
Lobbying Ac tivities form, at the time that person requests or receives District
Funds . The recipient certifies, to the best of its know ledge, that:
No federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any
agency, member of Congress, an officer or emp loyee of a member of
Congress, or an employee of a member of Co ngress on his or her behalf in
connection with the award ing of any Federal or District grant or loan, or
the entering into any extension, continuation, renewal, amendment of
m odification of any Federal or District grant or loan;
If any funds other than federal appropriated funds (including profit or fee
received under a covered Federal transaction) have been paid or will be
paid to any person for influencing or attempting to influence an officer or
emp loyee of any agency, a member of Congress, an officer or employee of
Congress, or an employee of a member of Congress on his or her behalf in
connection with the District Loan funds or the Project, the applicant shall
complete and submit with its application, 0MB standard F orm-L LL ,
"Disclosure of Lobbying Activities" to the District's Authorized; and
In addition, the recipient of District funds will include the language of the
certification in all sub-grant or sub-contract awards at any tier and require
that all recipients of sub-grant or sub-contract awa rds in excess of
$ I 00,000 shall certify and disclose accordingly at the time that person
requests or receives District Funds.
(U) Subpart C of 2 CFR Part 2424 "Non-procurement Deb arm ent and Suspension"
The Borrower shall not award and shall cause its general contractor not to award a
contract to a contractor who is debarred, suspended or otherw ise excluded from,
or ineligible for, participation in federal assistance program s.
(V) Procurement Standards - Borrower must establish procureme nt procedures to
ensure that materials and services are obtained in a cost-effective manner. When
procuring services to be provided under the Loan Agreement, the Borrower must
comply at a minimum with the District's procurement standards.
(W) Inclusionary Zon ing Requirements set forth in the Inclusionary Z oning
Implementation Act of 2006 , D .C. Law 16-275, D.C. Official Code §§ 6-1041.0 I
et seq. and the regulations promulgated at 11 DCMR Chapt er 26, both as may be
amende d from time to time.
SECTION 15: ANTIDEFICIENCY AC T LIMITATIONS
N otwithstanding any other provision of this Agreement to the contrary, any and all
provisions w hich may, could or appear to obligate the Lender are and shall remain
2321 4'11 S treet LLC H PTF Loan A greement 22 I 0/15/14
subject to the limitations of the Antideficiency Act, prescribed under 3 1 U.S.C. §§ 134 1,
1342, 1349 and 1351, as made applicable to the District under D.C. O fficial Code§ 47-
105 (2001 ed.). If such provision(s) shall be in violation of the Antideficiency Act, that
particular provision, as applicable to the Lender, shall be void ab initio.
SECTION 16: WAIVER OF JURY TRIAL/ SERVICE OF PROCESS/ COURT
COSTS
The Borrower agrees that any lawsuit between the Lender and the Borrower shall be
decided by a judge, without a jury. The Borrower hereby irrevocably designates
as the true and lawful attorney of the Borrower for the purpose of
receiving service of all legal notices and process issued by any court in the District as
we ll as service of all pleadings and other documents related to any legal proceeding or
action arising out of this Agreement. The Borrower agrees that service upon
_ _____ , shall be valid regardless of the Borrower's wherea bouts at the time of
such service and regardless of whether the Borrower receives a copy of such service,
provided that the Lender shall have mailed a copy to the B orrower in accordance with the
notice provisions herein. Th e Borrower agrees to pay all court costs and reasonable
attorneys' fees incurred by the District in connection with enforcing any provision of this
Agreement. Notwithstanding the foregoing, the Lender agrees to use reasonable efforts,
in the Lender's sole discretion, to provide the Borrower with notice of the tiling of any
lawsuit by the Lende r against the Borrower.
SECTION 17: NO THIRD PARTY BENEFICIARIES
The terms and provisions of this Agreeme nt are for the benefit of the parties hereto, and
no other person shall have any right or cause of action on account hereof.
SECTION 18: COU N T E RPARTS
This Agreement may be signed in counterparts, any of which together with all executed
signature pages shall constitute a fully executed and binding agreement.
SECTION 19: TIME OF ESSENCE
T ime is of the essence for each and every provision of this Agreement.
SECTION 20: INCONSISTENT PROVISIONS
Any irreconcilable inconsistency or conflict between the terms of this Agreement with
the terms of the Comm itment shall be governed by the terms of this Agreement.
SEC TIO N 21: SEVE R A BILITY / GO V E RNING LAW
ln the event that any provision of this Agreeme nt shall be held to be unenforceable under
the law, all remaining provisions of this Agreement shall be binding, valid and
enforceable. This Agreement shall be governed by the laws of the District of Colum bia .
2321 4•h Street L LC HPT F Lo an Agr eem ent 23 10/15/14
All cites 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.
SECTION 22: NOTICES
No tices required herein shall be deemed to have been given and received, three (3)
business days after having been sent to the appropriate party listed below, by regular and
certified mail, or one ( l) business day after having been sent by messenger or facsimile
transmission. The below addresses may be changed by written notice to the appropriate
party.
NOTICE TO THE LENDER:
District of Columbia Department of Housing and Community Development
1800 Martin Lu ther King Jr. A venue, S.E.
Washington, D.C. 20020
Attn: Director
with a copy to:
Office of the Attorney General for the District of Columbia
1800 Martin Luther King Jr. Avenue, S.E.
Washington, D.C. 20020
Attn: General Counsel
NOTICE TO THE BORROWER:
2321 4
th
Street LLC
c/o H Street Community Development Corporation, Inc.
900 2nd Street, NE
Suite 201
Washington, DC 20002
Attn: Executive Director
with copies to:
Klein Hornig LLP
1275 K Street, NW
Washington, DC 20005
Attn: Aaron O'Toole, Esq.
And:
E&G Group, LLC
165 1 Old Meadow Road
McLean, Virginia 22102
Attn: Thomas Gallagher
2321 4'" Street LLC HPTF Loan Agreement 24 I 0/15/14
And:
Wincopin Circle LLLP
c/o Enterprise Community
Asset Management, Inc.
70 Corporate Center
11000 Broken Land Parkway, Suite 700
Columbia, Maryland 21044
Attn: General Counsel
SECTION 23: INTERCREDITOR AND SUBORDINATION AGREEMENT
This Agreement and the Loan Documents shall be subject to the terms and
conditions of the lntercreditor and Subordination Agreement. It there is any conflict or
inconsistency between between any term of this Agreement , any L oan Document and the
Intercreditor Agreemen t, then such term as set forth in the Intercreditor Agreement shall
control.
IN WITNESS WHEREOF, the Lender and the Borrower have caused this
Agreement to be executed and attested by their respective duly authorized representatives
and affixed their respective seals hereto on the day and year first written above.
[Remainder of Page bttentionally Left Bla,rk and Signature Pages Follow]
2321 4'" S treet LL C HPTF Lo an A greement 25 l 0/15/14
Signed, sealed and
Delivered in the presence of:
Approved as to Legal Sufficiency:
Depu General Counsel
Department of Housing
and Community Deve lopment
District of Columbia, ss:
[SIGNATURE PAGE 1]
Date
LENDER :
DISTRICT OF COLUMBIA, a municipal
corporation, acting by and through
the D art ent using and
Co OP, ent
ACKNOWLEDGMENT
The foregoing instrument was acknow ledged before me on the l ( day of fJe-ft1 bv, , 2014, by
Mi lton Bailey as the Attorney-in-Fact for the District of Columbia, acting by and through the
Department of Housing and Commu nity Development.
WITNESS my hand and official seal.
(SEAL)
.... , .. , ... ~, _, : ' =·'.-·: .. :·,,,_
,,- ~ '.. ~ ' . : . ·,~ ..
~/;~~:-~lC6rimli1~iori_ Expires: ·~ 3 '11 ~ 11.,
.,,
2321 4th Street LLC HPTF Loan Agreement 26 I 0/15/14
District of Columbia, ss:
[SIGNATURE PAGE 2)
BORROWER:
2321 4th Street LLC
a District of Columbia limited liability company
By:
By:
By:
By:
232 1 4th Street MM LLC , a District of
Columbia limited liability company,
its managing memb er
H Street Enterprises LLC, a District of
Columbia limited liability company, its
managing member
H Street Community Development
Corporation
a District of Columbia nonprofit
its manager
&L-
Kenneth J. Brewer, Sr.
Executive Director
ACKNOWLEDGMENT
Before me, a Notary Public in and for the jurisdiction aforesaid, personally appeared this date
Kenneth J. Brewer, Sr., personally well known (or satisfactorily proven) to me to be the person
whose name is subscribed to the foregoing, who, being by me first duly sworn, did acknowledge
that he is the Executive Director of H Street Community De velopment Corporation, Inc., a
District of Columbia non-profit corporation, the Sole Member of H Street Enterprises LLC, a
District of Columb ia limited liability company, the Managing Member of 2321 4th Street MM
2321 4th Street LLC HPTF Loan Agreement 27 10/15/14
LLC, a District of Columbia limited liability company, the Managing Member of2321 4th Street
LLC, a District of Co lumbia limited liability company, which entity is a party to the foregoing.
W ITNESS my hand and official seal.
Oc -hJ\..er \>l ~O ILf
Date
(SEAL)
My Commission Expires: ~ e ~ rv .. "I
2321 4th Street LLC HPTF Loan Agreement 28 10/15/14
12
2321 4 th Street LLC
Attachment
Insurance Requirements
[See attached]

V36 - 07- 2025

INSURANCE REQUIREMENTS

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

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

B. INSURANCE REQUIREMENTS

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

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

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

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

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

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

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

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

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

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

The Workers Compensation and Employers 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. Property Insurance – Borrower shall carry special form property insurance written on a
replacement cost value covering 100% of the replacement cost of all of Borrower’s
property.

C. SUBCONTRACTOR INSURANCE REQUIREMENTS
Any and all subcontractors engaged by 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 w ill promptly provide in writing to the Contractor with
a decision regarding the insurance requirements applicable to the subcontractor. When
requested by the CO, t he Developer must provide proof of the subcontractor's required
insurance prior to commencement of work by the subcontractor.

V36 - 07- 2025

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
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:
V36 - 07- 2025

The Government of the District of Columbia

And mailed to the attention of:
Jacob Willis/DHCD
1909 Martin Luther King, Jr. Avenue, SE
Washington, DC 20020
202.442.6970
Jacob.Willis@dc.gov

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.