Proposed Contract No. 2026-1 with 2229 M Street NE Owner LLC

MURIELBOWSERMAYOR
July1,2026
HonorablePhilMendelsonChairmanCounciloftheDistrictofColumbia
JohnA.WilsonBuilding1350PennsylvaniaAvenue,NW,Suite504
Washington,DC 20004
DearChairmanMendelson:
PursuanttoSection451oftheDistrictofColumbiaHomeRuleAct(D.C.OfficialCode§ 1-204.51),enclosedforconsiderationandapprovalbytheCounciloftheDistrictofColumbiaisproposedContractNo.2026-1with2229M StreetNEOwnerLLCintheamountof$30,989,003.
Undertheproposedcontract,theDistrictwillloan$30,989,003fromtheHousingProductionTrustFundto2229M StreetNEOwnerLLC,whichwillusetheproceedsoftheloantofinancecertain
cligiblecostsfor92unitsofaffordablehousinglocatedat2229M StreetNE inWard5.
My administrationisavailabletodiscussanyquestionsyoumayhaveregardingtheproposedcontract.Inordertofacilitatearesponsetoanyquestionsyoumayhave,pleasehaveyourstaffcontactChristopherEarley,DeputyDirector,Departmentof HousingandCommunity
Development,atchris.earley@de.govorat(202)442-7158.
1lookforwardtotheCouncil’sfavorableconsiderationofthiscontract.
Sincerely,
MbrielBRwser
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: 2229 M Street NE Owner LLC

Contract Amount: $30,989,003

Unit and Method of Compensation: Draw Schedule

Term of Contract: 42yrs/3% simple interest

Type of Contract: Loan Agreement

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

The Department of Housing and Community Development (DHCD) proposes to provide a loan
to 2229 M Street NE Owner LLC, an affiliate of Housing Up and Lincoln Westmoreland
Housing, Inc. in the amount of $30,989,003 in HPTF funds for the purpose of financing certain
eligible acquisition costs, predevelopment costs, soft costs and construction hard costs
associated the new construction of with 92 affordable housing units at 2229 M Street NE in
Ward 5.

(C) Results, including the price and technical components:

2229 M Street NE Owner LLC, co-owned by Housing Up and Lincoln Westmoreland Housing,
Inc., will develop the 92-unit, 100% affordable rental housing development to be located at 2229
M Street NE in Ward 5. To facilitate this development, DHCD proposes to provide a $30,989,003
Housing Production Trust Fund (HPTF) loan to finance eligible acquisition, predevelopment and
development costs for the project. Once completed, 2229 M Street NE will contain 92 units, with
24 units at 30% AMI, 58 units at 50% AMI and 10 units at 80% AMI - these affordability
requirements will remain in place in perpetuity via an affordable housing covenant to be recorded
against the property at financial closing of the HPTF loan.

Page 1 of 3
(D) The background and qualifications of the proposed contractor, including its organization,
financial stability, personnel, and prior performance on contracts with the District
government:

Housing Up, a DC-based nonprofit affordable housing developer, and Outlier Realty Capital, a
local real estate investment and development firm, were slated to joint venture on the
development of 2229 M Street NE, a 92-unit, new construction, 100% affordable rental
community, based on their original application submitted to DHCD in 2023. Since that time, as of
Q1 FY 2026, Outlier Realty Capital has been replaced in the joint venture with Lincoln
Westmoreland Housing, Inc. (LWH), a local housing development non-profit organization that
has the financial wherewithal and affordable housing expertise to work with Housing Up to
develop the project.

Housing Up is a DC-based nonprofit organization founded in 1990 that has historically focused
on the development and preservation of affordable housing, with an emphasis on rapid-rehousing
and permanent supportive housing. Since its inception, Housing Up has facilitated the
development of over 660 units of affordable housing in the District of Columbia, integrating
resident supports along with the creation of housing units.

Lincoln Westmoreland Housing, Inc. (LWH) is a DC-based non-profit 501(c)(3) corporation first
chartered in the District of Columbia in 1967. It was established by two United Churches of
Christ, one predominantly black, the other mostly white, that were looking for a way to respond
to the deterioration of the Shaw neighborhood and the decimated 7th Street corridor following the
unrest that took place after the death of Martin Luther King, Jr. Since then, and for over 50 years,
LWH has been providing affordable housing in the Shaw community. Its mission was and
remains the creation and preservation of affordable housing, thereby helping those in need and
contributing to the growth and health of the community. Recent LWH development activity in the
District of Columbia includes Channing Phillips Homes, a 56-unit new construction affordable
housing community built in 2016 and 2911 Rhode Island Avenue NE, a 100-unit new
construction affordable housing community slated to reach construction completion in late 2026.

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

The developers of 2229 M Street NE have requested $30,989,003 in HPTF development
financing for the production of 92 units in Ward 5 Carver Langston neighborhood.

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

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

Page 2 of 3

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

A legal sufficiency memorandum from the Office of the General Counsel is attached.

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

District and federal tax law compliance certifications are attached.

(I) The status of the proposed contractor as a certified local, small, or disadvantaged business
enterprise as defined in the Small, Local, and Disadvantaged Business Enterprise
Development and Assistance Act of 2005, effective October 20, 2005 (D.C. Law 16-32; D.C.
Official Code § 2-218.01 et seq.):

2229 M Street NE Owner LLC is not a certified local, small, or disadvantaged business
enterprise.

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

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

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

Page 3 of 3
1101 4th Street, SW
Washington, DC 20024
Date of Notice: May 21, 2026 L0016637066Notice Number:
FEIN: **-***5894
Case ID: 18980373

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
2229 M STREET NE OWNER LLC
1730 7TH ST NW
WASHINGTON DC 20001-3146

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 #: L00008453266
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
2229 M Street NE Owner LLC
WE FURTHER CERTIFY that the domestic filing entity is formed under the law of the District on
06/23/2025; that all fees, and penalties owed to the District for entity filings collected through the
Mayor have been paid and Payment is reflected in the records of the Mayor; The entity's most recent
biennial report required by § 29-102.11 has been delivered for filing to the Mayor; and the entity has
not been dissolved. This office does not have any information about the entity’s business practices
and financial standing and this certificate shall not be construed as the entity’s endorsement.
IN TESTIMONY WHEREOF I have hereunto set my hand and caused the seal of this office to be
affixed as of 05/04/2026 12:51 PM
Muriel Bowser
Mayor

Tracking #: C2026CT0080297
Business and Professional Licensing Administration

2229 M Street NE Owner LLC
1730 7" St NW, Office,Washington, DC 20001
TEAM AFFIDAVIT CERTIFICATE
|,Dahn Warner, AuthorizedRepresentative of 2229 M Street NE Owner LLC, hereby attestthat
allmembers ofthe team who are listedbelow are not listedinthe Listof PartiesExcluded from
Federal Procurement or Non-Procurement Programs:
ProjectName: 2229 M StreetNE Owner LLC
ProjectNumber: 2026-1
DEVELOPMENT/CONSTRUCTION TEAM:
Owner/Sponsor: Lincoln-Westmoreland Housing, Inc./THC AffordableHousing, Inc.
(Housing Up)
Consultant:KeyUrban, LLC / EquityPlus,LLC
Management Agent: Charles Tini& Associates
Attorney:ArnallGolden Gregory LLP
Contractor: Hamel Buildersof Washington, LLC
Engineer: CAS Engineering-DC, Newcomb & Boyd, Rathgeber / Goss Associates
Architect:McClennan Architects
Others: Auros Group, Steven Winter Associates, ECS, Starr BuilderServices
|further attestthat no principal,major stockholder, officer,or director of the construction team is
debarred from participatingina federalprocurement or non-procurement program.
By:
Name: Dahn Warner
Title:AuthorizedRepresentative
Date: 5/29/2026
Districtof Columbia SS:
|hereby certifythaton this 29th _day of _ May __,20_26_, Dahn Warner personally
appeared before me and acknowledged they are the Authorized Representative of 2229 M
Street NE Owner LLC, and intheircapacity as the Authorized Representative of 2229 M Street
NE Owner LLC, they executed thiscertificateas ofthe date set forthabove.

NotarySeal iteFLIERpM,P ; os = “ee, & fe
sguslic e :
2g " 3% py.Lahn th,Foe
ig Ve 2 is Z Name:___ Nadim G. van de Fliert
* ad” a ee Notary Public
ne “ae - My commissionexpires3/14/2028
DIS ™*
wake——
GOVERNMENT OF THE DISTRICT OF COLUMBIA.
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPME!
roan nae
July24,2025

VIAELECTRONICMAILCommissionerCrystalCampbell
ChairANC SDWashington,DC 200025D09@anc.de.gov
Re: 2229 M StreetNE
DearCommi:

ionerCampbell,
PursuanttoD.C.OfficialCode§1-309.10(2001ed.),youareherebyinformedthattheDepartmentofHousingandCommunityDevelopment(“Department”or“theDepartment”)
proposestoprovide2229M StreetNE LLCwithfundinginanapproximateamountof$30,989,003inHousingProductionTrustFundsthatwillbeusedtofinanceacquisition,construction,andrelatedcostsfortheaffordablehousingprojecttobelocatedat2229M Street,NE.

PleasebeadvisedthatAdvisoryNeighborhoodCommission5Dhasthirty(30)businessdays
fromthedateofthisnoticetosubmitcommentsontheaboveproposedaction.DistrictlawrequiresthattheDepartmentgive“greatweight”toallrelevantANC concernsorrecommendations.We respectfullyrequestthatanycommentinresponsewaivetheremainderof
thestatutory30dayANC noticecommentperiod.
‘TheDepartmentmustreceivecommentsbySeptember5,2025(i.e,thethirty-businessday
commentperiod).Youmustincludeareferencetothesubjectmatteridentifiedatthetopofthisnoticeinyourresponse.CommentsmaybesentbyemailtoPamelaHillsmanatpamela.hillsman@dc.govorbymailto:TheDepartmentofHousingandCommunity
Development,OfficeoftheDirector,Atin:PamelaHillsman,1909MartinLutherKingAvenue,S.E.,4thFloor,Washington,D.C.20020.
Ifyouhavefurtherquestionsregardingthisproject,pleasedonothesitatetocontactChristopherEarleyat202-442-7200orchris.earley@dc.gov
Si
Director
cc: CouncilmemberRobertWhite,Ward5CouncilmemberRobertWhite,HousingCommitteeChairCommissioner,ChairANC5D09,CrystalCampbellMr.KentBoese,OfficeofAdvisoryNeighborhoodCommissionsMr.PhilHecht,Manager,Manager,2229M StreetLLC
Page 1 of 4

GOVERNMENT OF THE DISTRICT OF COLUMBIA
PROFILE SUMMARY

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

Contracting Agency: Dept. Housing and Community Development Agency Code:
Using Agency: Dept. Housing and Community Development Agency Code:
Loan/Grant/Lease Sub-recipient Name: 2229 M Street NE Owner LLC

Should the D.C. Council have any questions regarding this loan/grant/lease, please contact:
Project Managers: Bernard Guzman Telephone Number: (202) 442-4482

TYPE OF DOCUMENT SUBMITTED

1. Loan/Grant/Lease Modification

4. Written or Informal Contract

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

5. Lease of Real Property

3. Loan/Grant/Lease Agreement for:
2229 M Street NE Owner LLC

6. Other:

LOAN/GRANT TYPE

1. Grant 4. Cost Reimbursement
2. Loan Price $30,989,003 5. Time and Material
3. Task Order

6. Advance Payment
Page 2 of 4

GRANT/LOAN/LEASE INFORMATION

Grant/Loan/Lease No. : _DHCD Amount: $30,989,003 (HPTF)
Interest Rate: 3%
Does this Grant/Loan Amount exceed $1 million: Yes No

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

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

BRIEF DESCRIPTION OF GRANT/LOAN/LEASE
SOURCE OF FUNDING
1. Appropriated 4. Intra-District
2. Capital 5. Inter-Jurisdictional
3. Grant ( ) 6. Other: HPTF
If procurement action is funded by grant or other non-capital or non-appropriated funds, will the
District need to expend some portion of its funds prior to receiving funds from the grantor or
other funding source?
Yes No x N/A
If Yes, indicate the amount the District will need to expend and the percentage this amount
represents of the total funds required to support the effort. District Funds $__n/a____%_____.
Page 3 of 4
CRITICAL ISSUES ASSOCIATED WITH GRANT/LOAN ACTION
1. Is this Grant/Loan one of multiple (more than one) Grants/Loans for similar goods, services, etc.,
awarded by the Agency to this subrecipient, or related entity, within the last twelve (12) months?

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

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

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

If Yes, name of Predecessor/Affiliate:
2229 M Street NE Owner LLC is co-owned by Housing Up and Lincoln Westmoreland Housing, Inc.,
both of which have developed affordable housing in the District of Columbia with support from DHCD
financing.

5. Is a former District employee an owner, officer, or affiliate of the subrecipient?

If Yes, Name and Affiliation:
Please discuss any other critical issues such as time constraints; health and safety issues; or
financial/revenue production issues that should be known.

FUTURE INFORMATION/DOCUMENTATION TO BE SUBMITTED TO AUTHORITY
IF Grant/Loan IS AWARDED

1. Award Date 4. Claims By/Against Grant/Loan

2. Expiration Date 5. Certified Completion Date
3. Amendments 6. Final Payment Date
Yes No
Yes No
Yes No
Yes No
Yes No
CERTIFICATIONS
IcertifythatthisproposedloanbetweentheDepartmentofHousingandCommunityDevelopment(DHCD)
and 2229 M StreetNE Owner LLC in the amount of $30,989,003 from HPTF funds willfinanceeligible
acquisitioncosts,predevelopmentcosts,softcosts,andconstructionhardcostsassociatedwiththenewconstructionofa92unitaffordablehousingdevelopmentlocatedat2229M StreetNEinWard5,andisincompliange.withthe“applitableFederalandDistrictofColumbiaRegulationsandDHCD’spoliciesandprocedi
(o/hCollebaGrée bate|
Director,DHC!
Chelle baby June11,2026
ChristopherEarley Date
DeputyDirector,DHCD

I have reviewedthisGrant/Loan/Leaseactionand have determinedthatitiswithintheDistrict's
FinancialPlanandBudgetforFY 2026 andthatfundsareavailabletosupporttheaction.
lysignedbyBethanyASpoonerBethanyA Spoonerpatacbertr2030-0000
BethSpooner Date
AgencyFiscalOfficer,DHCD

DETERMINATION
IhavereviewedthisGrant/Loan/Leaseactionandhavedeterminedthatitiswithinthe
FinancialPlanand Budget forFY_2026 __and thatfundsareavailabletosupporttheaction.
Digitallysigned by Leroy Clay III
Le roy C |ay |lI Date:2026.06.12 15:57:57-04'00'
LeroyClay,III Date

AssociateChiefFinancialOfficer
EconomicDevelopmentandRegulationCluster
Page4of4

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

MEMORANDUM
TO: Muriel E. Bowser
Mayor
THRU: Michael T. Spencer, General Counsel
Department of Housing and Community Development
FROM: Gita F. Sankano, Assistant General Counsel
Department of Housing and Community Development
DATE: June 5, 2026
SUBJECT: Proposed Loan Contract in an aggregate principal amount not to exceed
Thirty Million Nine Hundred Eighty-Nine Thousand Three and 00/100 Dollars
($30,989,003.00) (the “Loan”) to 2229 M Street NE Owner LLC (the
“Borrower”)
The proposed Loan is funded by Housing Production Trust Fund (“HPTF”) Program funds in the
amount of Thirty Million Nine Hundred Eighty-Nine Thousand Three and 00/100 Dollars
($30,989,003.00). The Loan proceeds will finance elig ible project development expenses,
including acquisition costs, soft costs, and construction hard costs, related to the new construction
of Ninety-Two (92) rental housing units at that certain real property located at 2229 M Street, NE,
Washington DC 20002 (the “Project”). All Ninety-Two (92) Project units shall be reserved as
affordable housing units (the “Reserved Units”) and occupied by households as follows: (1)
twenty-four (24) units at 30% of the Median Family Income (“MFI”); (2) fifty-eight (58) units at
sel
Development
y Develop

50% of the MFI; and (3) ten (10) units at 80% of the MFI. The Project affordability restrictions
shall be enforced by affordability covenants that run with the land in perpetuity.

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

cc: Colleen Green, Director
Christopher Earley, Deputy Director

Loan Agreement (Revised Jan. 2023)

LOAN AGREEMENT
between
2229 M STREET NE OWNER LLC,
a District of Columbia limited liability company
as Borrower
and
DISTRICT OF COLUMBIA,
a municipal corporation,
acting by and through the DEPARTMENT OF
HOUSING AND COMMUNITY DEVELOPMENT
as Lender

Dated as of , 2026

DHCD Contract No. 2026-1
Project Name 2229 M Street NE

Loan Agreement (Revised Jan. 2023) i
TABLE OF CONTENTS
Page
Section 1. Definitions...................... ......................................................................................... 1
Section 2. Loan ............................................................................................................... ......... 7
2.1. Generally ................................................................................................................ . 8
2.2. Making of Payments ............................................................................................... 8
2.3. Use of Loan Proceeds ............................................................................................. 8
2.4. Additional Financing .............................................................................................. 8
Section 3. Reserved ........................................................................................................... ....... 8
Section 4. Requirements and Conditions for Loan Disbursements ......................................... 9
4.1. Initial Disbursement ................................................................................................ 9
4.2. Subsequent Disbursements ................................................................................... 10
4.3. Final Disbursement ............................................................................................... 10
4.4. Payment Procedures and Requirements ................................................................ 10
4.5. Conditions Precedent to Subsequent Disbursements ............................................ 11
4.6. Retainage............................................................................................................... 1 3
4.7. Additional Conditions for Final Disbursement ..................................................... 13
4.8. Final Adjustment to Loan After Closing .............................................................. 15
4.9. Insufficiency of Loan Proceeds ............................................................................ 16
4.10. Authorized Disbursements .................................................................................... 17
4.11. Disbursements Not a Waiver ................................................................................ 17
4.12. Stored Materials .................................................................................................... 17
4.13. No Escrow ............................................................................................................. 17
Section 5. Representations and Warranties ............................................................................ 17
5.1. Status ................................................................................................................... .. 17
5.2. Authority ............................................................................................................... 17
5.3. No Conflicting Agreements .................................................................................. 18
5.4. Litigation ............................................................................................................... 18
5.5. Financial Information............................................................................................ 18
5.6. Receivership .......................................................................................................... 18
5.7. Tax Returns ........................................................................................................... 18
5.8. Liens on Property .................................................................................................. 18
5.9. Utilities .................................................................................................................. 18
5.10. Roads................................... .................................................................................. 18
5.11. Zoning and Land Use. ........................................................................................... 19
5.12. Cost Breakdown .................................................................................................... 19
5.13. OFAC List ............................................................................................................. 1 9
Section 6. Covenants .......................................................................................................... .... 19
6.1. Construction of Project ......................................................................................... 19
6.2. Insurance ............................................................................................................... 19
6.3. Accounting/Audit Requirements .......................................................................... 19
Loan Agreement (Revised Jan. 2023) ii
6.4. Inspection .............................................................................................................. 19
6.5. Maintenance a nd Repair ....................................................................................... 20
6.6. Obstructions .......................................................................................................... 20
6.7. Permits, Licenses .................................................................................................. 20
6.8. Structural Injury, Nuisance, Waste and Other Prohibited Uses ............................ 20
6.9. Compliance with Laws ......................................................................................... 20
6.10. Reporting............................................................................................................... 20
6.11. Records and Retention .......................................................................................... 22
6.12. Payment of Obligations................ ......................................................................... 22
6.13. Notices ................................................................................................................. . 22
6.14. Further Assurances................................................................................................ 22
6.15. Fees of Lender’s Agents ....................................................................................... 22
6.16. Performance of Other Agreements ....................................................................... 22
6.17. Acknowledgement of Lender Financing ............................................................... 22
6.18. Property Management ........................................................................................... 23
6.19. Affordability Covenants..... ................................................................................... 23
6.20. Hazardous Materials Indemnity ............................................................................ 23
Section 7. Defaul t; Remedies ................................................................................................. 24
7.1. Defaults ................................................................................................................. 24
7.2. Remedies of Lender on Event of Default ............................................................. 25
7.3. No Remedy Exclusive; Delays or Omissions; Waiver of Breach......................... 28
Section 8. Additional Local a nd Federal Requirements Applicable to Borrower ................. 28
Section 9. Conflict Of Inte rest/ Limit of Liability ................................................................. 31
Section 10. Notice of Non-Discrimination .............................................................................. 32
Section 11. Freedom of Information Act ................................................................................. 32
Section 12. Antideficiency Act Limitations.............. ............................................................... 32
Section 13. Miscellaneous ..................................................................................................... .. 32
13.1. Reimbursement of Disbur sements Made or Other Costs Incurred by Lender ...... 32
13.2. Interest on Additional Paymen ts and Reimbursements ........................................ 33
13.3. Indemnification of Lender .................................................................................... 33
13.4. Nonassignability ................................................................................................... 34
13.5. Liability of Lender ................................................................................................ 34
13.6. No Partnership, Joint Venture, Agency ................................................................ 34
13.7. Waiver of Jury Trial/ Servic e of Process/ Court Costs ......................................... 34
13.8. No Third Party Beneficiaries ................................................................................ 35
13.9. Counterparts .......................................................................................................... 3 5
13.10. Notices ................................................................................................................ .. 35
13.11. Amendment ........................................................................................................... 36
13.12. Survival of Agreements ........................................................................................ 36
13.13. Entire Agreement; Successors and Assigns; Time of Essence ............................. 36
Loan Agreement (Revised Jan. 2023) iii
13.14. Severability ........................................................................................................... 36
13.15. Descriptive Captions; Headings ............................................................................ 36
13.16. Construction .......................................................................................................... 36
13.17. Governing Law ..................................................................................................... 36
13.18. Conflict with Program Requirements ................................................................... 36
The following exhibits and riders attached hereto are incorporated into and deemed part of this
Agreement.
Exhibits
Exhibit A Summary of Loan Terms
Exhibit B Project Budget
Exhibit C Construction Draw Schedule
Exhibit D Federal Labor Standards Contract Addendum
Exhibit E Davis-Bacon Wage Determination
Exhibit F Section 3 Contract Addendum
Exhibit G Development Team Debarment Affidavit
Exhibit H Insurance Requirements
Exhibit I Certification of Borrower ’s Representations and
Warranties
Exhibit J Form of Final Loan Reduction Certificate
Exhibit K Form of Net Cash Flow Calculation Worksheet
Exhibit L Modifications to Loan Agreement
Riders
Rider 1 Low-Income Housing Tax Credit Provisions
Loan Agreement (Revised Jan. 2023)
LOAN AGREEMENT
THIS LOAN AGREEMENT (this “ Agreement”) is made as of this ____ day of
__________, 2026 from 2229 M STREET NE OWNER LLC , a District of Columbia limited
liability company (“Borrower”), and the DISTRICT OF COLUMBIA, a municipal corporation,
acting by and through the DEPARTMENT OF HOUS ING AND COMMUNITY
DEVELOPMENT (“Lender”).
RECITALS
A. Borrower owns the real property in th e District of Columbia located at 2229 M
Street, NE, Washington DC 20002;
B. Borrower has applied to Lender for a loan in a total principal amount not to exceed
Thirty Million Nine Hundred Eighty-Nine Thousand Three and 00/100 Dollars ( $30,989,003.00)
(the “Loan”), the proceeds of which shall be used by Borrower to finance the Project (as defined
below); and
C. Lender has agreed to make the Loan on the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
Section 1. Definitions As used herein:
“Act of Bankruptcy” means the filing of a peti tion in bankruptcy under the United States
Bankruptcy Code, 11 U.S.C. § 101 et seq. (and all future acts supplemental thereto or amendatory
thereof) or the commencement of a proceedi ng under any other appl icable law concerning
insolvency, reorganization or bankruptcy by or against Borrower or any guarantor, as debtor.
“Affordable Housing Covenant” means that certain Affordable Housing Covenant by
Borrower for the benefit of Lender, which sets forth Borrower’s covenants to rent the Affordable
Units to Qualified Tenants in accordance with the Program Requirements and the Loan
Documents, which agreement shall be recorded against the Property as a covenant running with
the land.
“Affordability Period” means the period during which Borrower shall operate the Project
as affordable housing units in compliance with the Affordable Housing Covenant and the Program
Requirements.
“Affordable Unit” means a resid ential housing unit that is reserved for and leased to
Qualified Tenants at the applicable income limit for such unit and at rents that are affordable
pursuant to the Affordable Housing Covenant. “ Affordable Unit” as used herein has the same
meaning as “Reserved Unit” as used in the HPTF Program Requirements. Notwithstanding any
provision to the contrary, an Over -Income Tenant (as such term is defined in the Affordable
Housing Covenant) may occupy an Affordable Unit, however, once such tenant vacates an
Affordable Unit, the Affordable Unit shall be rented to income eligible households in accordance
Loan Agreement (Revised Jan. 2023) 2
with the Affordable Housing Covenant and the Program Requirements. “Affordable Unit Index”
has the meaning set forth in the Affordable Housing Covenant.
“Agreement” has the meaning set forth in the Preamble.
“Annual Owner Certification” means that certain certificati on prepared and executed by
Borrower and submitted to Lender, which certifies that all Affor dable Units have been rented
exclusively to Qualified Tenants at rent levels consistent with the Affordable Housing Covenant
and the Program Requirements. Th e Annual Owner Certification is submitted to Lender through
its electronic asset management portal, also known as the DHCD-PAMD Owner/Borrower portal.
“Architect” means the architect for the Project and its successors and assigns.
“Attorneys’ Fees and Costs” means all reasonable costs and expenses (including, without
limitation, reasonable attorneys' fees and disbursements of Le nder's counsel, whether in-house
staff, retained firms or otherwise) incurred by Le nder or Trustee (as such term is defined in the
Deed of Trust) in connection with Borrower’s default under the Loan Documents.
“Authority” means any government al entity having jurisdiction over all or part of the
Property, the Project, or over a party hereto.
“Borrower” has the meaning set forth in the Preamble.
“Change Order” has the meaning set forth in Section 4.5.7.
“Closing Date” means the date of this Agreement.
“Completion Date” means the date that the c onstruction of the Projec t is anticipated to
achieve completion under the Construction Contract, which date may be extended with the prior
written consent of Lender.
“Construction Contract” means the agreement to be entere d into between Borrower as
owner and the Contractor for the Project.
“Construction Draw Schedule” means the Lender-approved draw schedule attached hereto
as Exhibit C and incorporated herein.
“Contractor” means the general contractor for the Project and its successors and assigns.
“Cost Savings” has the meaning set forth in Section 4.8.1.
“Deed of Trust” means the Deed of Trust, Assignment of Leases a nd Rents and Security
Agreement delivered from Borrower to Lender’s trustee for the benefit of Lender, and will be
recorded in the land records of the District of Columbia to secure the Loan as evidenced by the
Note.
“Draft Loan Reduction Calculation” has the meaning set forth in Section 4.8.1.
“Due Diligence and Closing Checklist” has the meaning set forth in the Loan Commitment.
Loan Agreement (Revised Jan. 2023) 3
“Equity Investor" has the meaning set forth in the LIHTC Rider attached hereto at Rider
1.
“Event of Default” has the meaning set forth in Section 7.1.
“Excess Proceeds” has the meaning set forth in Section 4.8.1.
“Fifty Percent (50%) Completion” means the date on wh ich fifty percent (50%) of the
construction and/or rehabilitation of the Project, and all improvements, have been completed, in a
good and workmanlike manner, defect-free and free from mechanic’s and materialmen’s liens, and
in accordance with all applicable laws and code s, the Plans and Specifications, the relevant Loan
Documents and all environmental remediation laws, as evidenced by a signed certificate from the
Architect, which certificate may be included as part of the Payment Request delivered to Lender,
indicating that fifty percent (50%) of the construction and/or rehabilitation of the Project, and all
improvements, have been completed in substantial accordance with all applicable laws and codes,
the Plans and Specifications, the relevant Loan Documents and all envi ronmental remediation
laws.
“Fifty Percent (50%) Completion Meeting” means the progress meeting convened by
Lender following Fifty Percent (50%) Completion.
“Final Loan Reduction Calculation” has the meaning set forth in Section 4.8.1.
“Final Loan Reduction Certificate” means that certain certificate prepared and executed by
Borrower, in substantially th e form attached hereto as Exhibit J, which certifies the amount of
Final Loan Reduction Calculation in accordance with Section 4.8.1.
“Financing Statements” means the UCC financing statements, evidencing the Loan, that
shall be recorded in the land and chattel records, as applicable, of the District of Columbia to secure
Lender’s lien on the fixtures and equipment located at the Property.
“Fiscal Year” means the fiscal year of Borrower, which is January 1 to December 31.
“FOIA” has the meaning set forth in Section 11.1.
“Hazardous Materials” means any substanc e (i) the presence of which requires
investigation, remediation, or special handling under any Federal, state or local statute, regulation,
ordinance, order or policy; or (ii) is or becomes a “hazardous substance” or “hazardous waste”
under any Federal, state or local statute, regul ation, ordinance, order or policy, including the
Resource Conservation and Recove ry Act of 1976 (42 U.S.C. § 9601 et seq.), as amended from
time to time, or the Comprehensive Environmental Response, Compensation and Liability Act of
1980 (42 U.S.C. § 9601 et seq. ), as amended from time to ti me; and (iii) without limitation,
includes any lead, oil or petroleum products, polyc hlorinated bi-phenyls, PCB's, asbestos, urea
formaldehyde foam insulation or radon gas, except as such products are customarily found or used
in similar projects. Notwithstanding the fo regoing, Hazardous Materi als shall not include
construction products, household cleaners and office materials of the type and quantity ordinarily
used in the normal construction, operation and maintenance of properties similar to the Project so
as not to be defined as Hazardous Materials by or in the Environmental Laws.
Loan Agreement (Revised Jan. 2023) 4
“Household” means all pers ons who will occupy the Aff ordable Unit, including the
tenant’s spouse or domestic part ner, all children under eighteen ( 18) years of age, and all other
persons over eighteen (18) years of age who will be occupying the Affordable Unit.
“HUD” means the U.S. Department of Housing and Urban Development.
“Human Rights Act” has the meaning set forth in Section 10.
“Improvements” means all structures or build ings now or hereafter erected or placed on
the Property, together with any and all alterations, additions, accessions and replacements thereof.
“Increased Sources” has the meaning set forth in Section 4.8.1.
“Lender” has the meaning set forth in the Preamble.
“Lender Retainage” means an amount equal to the lesser of ten percent (10%) of the
Construction Contract or ten percent (10%) of th e Loan amount that shall be reserved until the
final disbursement of Loan proceeds. As set forth in Exhibit A, the Lender Retainage for this
Project is $3,098,900.
“Loan” has the meaning set forth in the Recitals.
“Loan Commitment” means Lender’s letter of conditional commitment, and any
modifications thereto. In the even t of a conflict in terms betwee n this Agreement and the Loan
Commitment, this Agreement shall control.
“Loan Documents” means, collectively, this Agreement, the Note, the Deed of Trust, the
Affordable Housing Covenant, the Financing St atements, the Loan Commitment and any other
documents required by Lender from Borrower, as a condition precedent to disbursing the Loan
proceeds or to evidence or secure this Loan. All Loan Documents shall be incorporated herein by
reference.
“Loan Term” means the term of the Loan from the Closing Date to the Maturity Date.
“Median Family Income” or “MFI” means the median family income for a Household of
four (4) persons in the “Washington Metropolitan Statistical Area” as periodically published by
HUD, and adjusted for Household size without re gard to any adjustments made by HUD for the
purposes of the programs it administers, as may be adjusted by Lender to establish income limits
pursuant to the Program Requireme nts. MFI is also known as Ar ea Median Income or AMI.
Notwithstanding anything to the contrary herein, the maximum Household income for a Qualified
Tenant at eighty percent (80%) MFI shall be adjusted pursuant to Section 42(g)(4) of the Internal
Revenue Code.
“Net Cash Flow Calculation Worksheet” me ans that certain worksheet prepared and
executed by Borrower, in substantially the form attached hereto as Exhibit K, which demonstrates
Borrower’s annual calculation of Net Cash Flow (as such term is defined in the Note) and payments
owed to Lender pursuant to the Note.
Loan Agreement (Revised Jan. 2023) 5
“Note” means that certain Deed of Trust Note made by Borrower, dated as of [____], as
may be amended, modified, or su pplemented from time to time , which evidences Borrower’s
promise to Lender to repay the Loan under the terms and conditions of the Loan Documents.
“Notice” has the meaning set forth in Section 13.10.
“OFAC” has the meaning set forth in Section 5.13.
“Operating Agreement” means the Operating Agre ement/ of Borrower, dated as of June
23, 2025, as may be amended.
“OPM” has the meaning set forth in Section 4.7.1.
“Other Contingency Use” has the meaning set forth in Section 4.5.7.
“Payment Request” has the meaning set forth in Section 4.4.
“Permanent Loan Closing Date” has the meaning set forth in Section 4.8.1.
“Permitted Transfer” means the transfers permitted in accordance with Section 1.11 of the
Deed of Trust.
“Person” means a natural person, trustee, corporation, partnership, limited liability
company or other legal entity.
“Plans and Specifications” means the plans and specifications approved or to be approved
by Lender for the Project.
“Program Requirements” means, collectively
6 The requirements of the Housing Production Trust Fund, including, but not limited
to, the Housing Production Trust Fund Act of 1988, D.C. Law 7-202, D.C. Official Code § 42-
2801 et seq. (2001 ed.) and 10B DCMR Chapter 41, both th e statutes and regulations, as may be
amended from time to time (collectively, the “HPTF Program Requirements”).
The requirements of the Section 8 projec t-based voucher program, including, but
not limited to, the Federal and Di strict of Columbia Housing C hoice Voucher Program rules and
regulations at 24 CFR Part 982 and 983 and 14 DCMR Chapters 49, 51, 53, 54, 56, 59, 61, 93 and
95. The Section 8 project-based vouc her program is administered by the District of Columbia
Housing Authority.
6 The requirements of the Local Rent Supplement Program, including, but not limited
to, the Federal and District of Columbia Housin g Choice Voucher Program rules and regulations
at 24 CFR Parts 982 and 983, and 14 DCMR Ch apters 49, 51, 53, 54, 56, 59, 61, 93 and 95. The
Local Rent Supplement Program is administered by the District of Columbia Housing Authority.
6 The requirements of the Permanent Supportive Housing Pr ogram, which provides
supportive housing for an unrestricted period of t ime for individuals and families who were once
Loan Agreement (Revised Jan. 2023) 6
homeless and continue to be at imminent risk of becoming homeless, including persons with
disabilities as defined in 24 CFR § 582.5, for w hom self-sufficient living may be unlikely and
whose care can be supported through public funds. See D.C. Official Code § 4-751.01(28).
Affordable Units that are subject to the Permanent Supportive Housing Program shall be operated
in accordance with HUD’s H ousing First model and vacancie s shall be filled through the
Coordinated Entry System. The Permanent Suppor tive Housing Program is administered by the
District of Columbia Department of Human Services.
5 The requirements of the District of Columbia Department of Behavioral Health Permanent
Supportive Housing Program, including but not limi ted to The Department of Behavioral Health
Establishment Act of 2013, D.C. La w 20-61, D.C. Official Code § 7-1141.01 et seq . and that
certain Memorandum of Understandi ng Between the Department of Behavioral Health and the
Department of Housing and Community Development, effective June 16, 2014, as amended, that
provides for financing developm ent of long-term supportive housi ng units in the District of
Columbia for the exclusive use of Department of Behavioral Health consumers.
The requirements of the HOME Investme nt Partnerships Program, including, but
not limited to, the Federal rules and regulati ons at 24 CFR Part 92 and the HOME Written
Agreement by and between Borrower and Lender, dated as of substantially even date herewith.
The requirements of the National Housing Trust Fund Program, including, but not
limited to, the Federal rules and regulations at 24 CFR Part 93.
The requirements of the Community Development Block Grant Program,
including, but not limited to, the Federal rules and regulations at 24 CFR Part 570.
The requirements of the Section 108 Loan Guarantee Program, including, but not
limited to, the Federal rules and regulations at 24 CFR Part 570, Subpar t M and that certain
Contract for Loan Guarantee Assistance under Section 108 of the Housing and Community
Development Act of 1974, as amended, 42 U.S.C. § 5308 et seq., by and between Lender and
HUD, dated ___________ (collectively, the “Section 108 Program Requirements”).
The requirements of the Housing for Older Persons Act, including, but not limited
to, 42 U.S.C § 3607 et seq. and the Federal rules and regulations at 24 CFR Part 100.
The requirements of the Housing Opport unities for Persons with AIDS Act,
including, but not limited to, 42 U.S.C. § 12901 et seq. and the Federal rules and regulations at 24
CFR Part 574.
“Project” means, collectively, the Improvements located or to be built on the Property that
will be financed with the Loan proceeds pursuant to this Agreement, and used as a rental housing
development.
“Project Budget” means the sourc es and uses of the Project and the specific uses of the
Loan proceeds that are set forth in Exhibit B attached hereto.
“Property” has the meaning set forth in the Deed of Trust.
Loan Agreement (Revised Jan. 2023) 7
“Qualified Tenants” means Households whose household income qualifies for the income
limit for the particular Affordable Unit the Hous ehold is leasing, as set forth in the Affordable
Housing Covenant and meets any additional criteria set forth in the Program Requirements. A
Qualified Tenant shall include any Over-Income Tenant who has a valid written lease and was in
good standing at the Project prior to the date of this Agreement.
“Registered Agent” means Dahn Warner , with an address at 730 7th St,
NW, Washington, DC 20001.
“Rent” means the occupancy charge for each housing unit and any commercial or retail
space, if applicable, in the Project pursuant to a proprietary lease, lease or other occupancy
agreement between the tenant and Borrower.
“Returned Funds” has the meaning set forth in Section 4.8.1.
“Satisfaction Letter” has the meaning set forth in Section 4.7.9.
“Senior Lender” has the meaning set forth in the Deed of Trust.
“Senior Loan” means any loan from a Senior Lender, as evidenced by a promissory note,
and other instruments, agreements and documents by and between Borrower and Senior Lender,
to evidence, secure or guarantee the repayment of the Senior Loan.
“Senior Loan Documents” means all of the financing documents entered into between
Borrower and the Senior Lender to evidence the Senior Loan.
“Seventy-Five Percent (75%) Completion” means the date on which se venty-five percent
(75%) of the construction and/or rehabilitation of the Project, and all improvements, have been
completed, in a good and workmanlike manner, de fect-free and free from mechanic’s and
materialmen’s liens, and in accordance with all applicable laws an d codes, the Plans and
Specifications, the relevant Loan Documents and all environmental remediation laws, as evidenced
by a signed certificate from the Architect, which certificate may be included as part of the Payment
Request delivered to Lender, indicating that seventy-five percent (75%) of the construction and/or
rehabilitation of the Project, a nd all improvements, have been co mpleted in accordance with all
applicable laws and codes, the Plans and Specif ications, the relevant Loan Documents and all
environmental remediation laws.
“Subordinate Loan(s)” means ________________.
“UCC” has the meaning set forth in Section 7.2.7.
“VAWA” has the meaning set forth in Section 8.
Section 2. Loan.
Loan Agreement (Revised Jan. 2023) 8
2.1. Generally.
2.1.1. Use and Purpose . Borrower agrees to borrow from Lender,
and Lender agrees to lend to Borrower, the Loan proceeds; such Loan proceeds shall be
used by Borrower for the uses specified in the Project Budget, subject to Section 2.2
herein, and subject to all of the terms, provisions and conditions of this Agreement.
2.1.2. Expenses and Disbursements Secured by Deed of Trust .
The Loan proceeds, Attorneys’ Fees and Costs (if any) and all other Loan expenses, as
and when disbursed or incurred by Lender, will be secured by the Deed of Trust.
2.2. Making of Payments . All payments (including prep ayments) of principal of, or
interest on, the Loan, shall be made in accordance with the terms of the Note. All such payments
shall be made without any set-off or counterclai m, and free and clear of any restrictions or
conditions, and free and clear of and without deduction for or on account of, any present or future
taxes, levies, imposts, duties, charges, fees, de ductions or withholdings of any nature now or
hereafter imposed by any governmental or other authority.
2.3. Use of Loan Proceeds . In compliance with and subject to all terms of this
Agreement, Lender will disburse the Loan to or for the account of Borrower. Borrower shall
provide to Lender a cost breakdown, in trade form , and loan budget, which shall be approved by
Lender, in its sole discretion. Lender shall disburse the proceeds of the Loan, so long as no Event
of Default (defined herein) has occurred and is continuing, only for purposes that are permitted by
the Program Requirements, and for no other purposes. Furthermore, the Loan proceeds shall only
be applied to the uses specified in the Project Budget, except as may be modified with the prior
written consent of Lender, whic h consent shall not be unreas onably withheld, conditioned or
delayed.
2.4. Additional Financing.
2.4.1. Except for the Senior Loan(s) and the Subordinate Loan(s),
Borrower shall not receive any additional funds from any source, concerning this Project
without the express written cons ent of Lender, except that Borrower shall be permitted
to refinance the balance of the Senior Loan at any time, (i) for not more than the
outstanding balance of princi pal and accrued interest a nd reasonable and necessary
closing costs, (ii) fo r a term that does not exceed the remaining term of the Loan, and
(iii) upon terms that Lender has determined as commercially reasonable and for which
Lender has provided its prior written approval in accordance with the Program
Requirements (which approva l shall not be unreasonably withheld, conditioned or
delayed).
2.4.2. If the Loan is subject to the Section 108 Program
Requirements, neither Lender nor Borrower shall enter into an intercreditor or
subordination agreement with another lender without HUD’s prior written approval.
Section 3. Reserved.
Loan Agreement (Revised Jan. 2023) 9
Section 4. Requirements and Conditions for Loan Disbursements. Lender’s obligation to
make any disbursement of Loan proceeds is subject to Borrower ’s satisfaction of the following
requirements and conditions, subject in all respects to Section 2.3:
4.1. Initial Disbursement:
4.1.1. If applicable, an initial amount of Loan proceeds shall be
disbursed on the Closing Date in the form of a wire to fund costs that are approved by
Lender and eligible to be paid with Loan proceeds as determined at Lender’s sole
discretion, regardless of when the costs were incurred.
4.1.2. Lender’s obligation to make the initial disbursement of Loan
proceeds is subject to Borrower’s satisf action of the following requirements and
conditions unless waived in writing by Lender:
(1) Borrower must obtain, at its sole cost and expense, and submit to Lender
evidence that it has satisfied each of the Closing Conditions (as such term
is defined in the Loan Commitment), which shall be subject to Lender’s
review and approval, both as to subs tance and form, and shall be updated
and effective as of the date hereof.
(2) On or before the Closing Date, Borrow er shall have executed and delivered
to Lender the Loan Documents to be executed by Borrower and all other
documents and instruments required from Borrower and Lender in
connection with the Loan.
(3) Lender shall have received an opinion of Borrower’s counsel to the effect
that Borrower is duly organized and validly existing and in good standing
under the laws of the state of its orga nization, authorized to do business in
the District of Columbia, with full power to own the Project and to execute,
deliver and perform its obligations unde r this Agreement; that the Loan
Documents executed and delivered fo r the Loan are valid and legally
binding and enforceable against Borr ower in accordance with their
respective terms, subject to laws pe rtaining to bankruptcy and insolvency;
and opining as to such other matters as may be required by Lender.
(4) The representations and warranties s et forth in Section 5 shall be true and
correct in all material respects on and as of the Closing Date, and no Event
of Default shall then exist under this Agreement.
(5) The Deed of Trust and the related UCC financing statements and all other
Loan Documents requiring filing or rec ordation shall have been filed or
recorded in the appropriate public reco rds as necessary and appropriate to
evidence and perfect the liens and security interests thereby created.
(6) Satisfy the payment and procedures requirements set forth in Sections 4.4.1
– 4.4.4.
Loan Agreement (Revised Jan. 2023) 10
4.2. Subsequent Disbursements:
4.2.1. Following the initial disbursement, Lender shall retain the
balance of the Loan proceeds to fund subseq uent disbursements in accordance with the
Project Budget and the Construction Draw Schedule, subject to the requirements set forth
in Sections 4.4 and 4.5.
4.2.2. Lender will make subsequent disbursements of the Loan
proceeds to Borrower in the form of an Automated Clearing House (ACH) payment.
4.2.3. Lender will make subsequent disbursements of the Loan
proceeds to Borrower in a timely manner, subject to the requirements set forth in Sections
4.4 and 4.5.
4.3. Final Disbursement: The conditions for the final disbursement of Loan proceeds
are further described in Section 4.7, and Lender’s ability to withhold a portion of funds from the
final disbursement is further described in Section 4.8.
4.4. Payment Procedures and Requirements: Borrower shall submit to Lender a fully
executed, complete, and accurate disburse ment or draw request package (the “ Payment
Request”), as hereafter described, at least thirty (30) days befo re the date funding is being
requested. Payment procedures and requirements are as follows:
4.4.1. Borrower’s submission of the Payment Request must
document eligible costs in accordance with the Project Budget and Construction Draw
Schedule, as the same may be adjusted from time-to-time as construction progresses with
Lender approval, if applicable.
4.4.2. Borrower shall create and subm it Payment Requests in an
electronic format through the DC Vendor Portal or a successor system. The DC Vendor
Portal is an online system that allows Bo rrower/vendor to create and submit invoice
packages by selecting the applicable pur chase order number. All Borrowers/vendors
must be registered in the portal prior to invoice submission. Additional details and
instructions are available on the portal website.
4.4.3. Each Payment Request must be submitted in the form of a
proper invoice package to Lender, includi ng all required forms and documents, in
accordance with Lender’s most recent published guidelines. Per Lender’s published
guidelines and in accordance with Se ction 4.5, Lender may require additional
substantiating documentation be included as part of the Paymen t Request submitted
through the DC Vendor Portal or shared separately utilizing Lender’s cloud platform for
construction period monitoring.
4.4.4. Each Payment Request shall include the Certification of
Borrower’s Representations and Warranties, attached hereto at Exhibit I and
incorporated herein, and shall be submitted through the DC Vendor Portal. The Payment
Request shall also contain al l details concerning the Proj ect which Lender reasonably
Loan Agreement (Revised Jan. 2023) 11
requires, and adequate supporti ng documentation to substantiate every expenditure that
Lender is requested to fund.
4.4.5. If the Loan proceeds will be used to fund construction costs,
the Payment Request must include a copy of the Contractor’s application for payment to
Borrower, signed by the Architect and co nfirmed by Lender’s inspector, on notarized
AIA Forms G702 and G703 or other forms ac ceptable to Lender. The Contractor’s
application for payment shall be subject to the Senior Lender’s retainage requirements,
as applicable.
4.4.6. Disbursements shall be made w ithin thirty (30) days of
Lender’s receipt of a proper Payment Request.
4.4.7. Lender shall not be required to disburse more frequently than
once every thirty (30) days.
4.4.8. Regardless of whether Borrower is requesting a disbursement
of Loan proceeds for a particular month, Bo rrower shall provide Lender with a copy of
each disbursement or draw request submitte d to the Senior Lender or other financing
parties on a monthly basis. This copy shall include the monthly application for payment
from the Contractor and documentation for all other expenditures for which funding from
other parties is being requested.
4.5. Conditions Precedent to Subsequent Disbursements . Lender’s obligation to
make any disbursements hereunder shall be subject to the pr ocedures and requirements in
Sections 4.4 and Borrower’s satisfaction of the following conditions, as determined by Lender in
its sole discretion:
4.5.1. Confirmation that any outstanding items on the Due Diligence
and Closing Checklist have been provided to Lender, in cluding final executed and
recorded documents that were not available at the time of initial disbursement. Lender
shall be in receipt of a final electronic closing binder.
4.5.2. Lender has held a preconstruction meeting for the Project and
issued a Notice to Proceed to Borrower and Contractor.
4.5.3. Following Fifty Percent (50%) Completion as determined by
the Architect, Lender shall hold a Fifty Percent (50%) Completion Meeting. The Fifty
Percent (50%) Completion Meeting must be conducted to Lender’s satisfaction and any
outstanding compliance concerns must be addressed before Lender shall make
disbursements subsequent to Fifty Percent (50%) Completion.
4.5.4. Field progress meetings shall be held on a regularly scheduled
monthly basis. Borrower, Cont ractor, Architect, and all ne cessary subcontractors shall
agree on the percentage of work completed a nd in place, and the amount of stored and
insured materials on-site and off-site. Borrower shall be responsible for notifying all of
the parties above of the time and date of the meeting in advance. If Lender’s
representative is unable to attend in person or virtually to its satisfaction, Lender reserves
Loan Agreement (Revised Jan. 2023) 12
a right to inspect the work performed for wh ich a disbursement is sought or otherwise
inspect the condition of the Project before pr oviding its approval. If Lender is unable to
complete a physical inspec tion, date-stamped photographi c evidence and/or video
footage that verifies the work completed and billed for in the Payment Request will be
required, in accordance with Lender’s published guidelines.
4.5.5. Lender shall have received such certifications of job progress,
in form satisfactory to Lender, as Lender may request, which shall include the most recent
construction progress report or construction monitoring repor t, as applicable, meeting
minutes, a summary of the Project’s recen tly completed and upcoming construction
activities, an updated schedule, a descripti on of significant Project issues, and the
proposed resolution of such issues. Regardless of whether Lender is being requested to
disburse funding for hard costs, Borrower is expected to submit a copy of the construction
progress or construction mon itoring report, as applicable , or minutes to Lender on a
monthly basis. In addition, Lender shall have received copies of all other requested
reports and documents, as available, required to satisfy requirements of Lender and other
applicable governmental agencies having juri sdiction over the Projec t. In this regard,
Lender shall have the right to inspect al l books, records and accounts relating to such
work, and may, at its option, require exec ution by Borrower and any contractors,
subcontractors, laborers and ma terialmen of such affidavits , endorsements and releases
as Lender deems necessary but only if and to the extent the Borrower is entitled to receive
these items under the construction contract and these items may be redacted.
4.5.6. In addition, if any mechanic’s liens have been filed, Borrower
shall have given notice and copies of such liens to Lender.
4.5.7. If Borrower requests payment for any changes to the approved
Plans and Specifications (the “ Change Order ”), the Change Order shall have been
approved: (i) prior to Seve nty-Five Percent (75%) Comp letion, by the Senior Lender
before any disbursement of Loan proceeds; and (ii) after Sevent y-Five Percent (75%)
Completion, approved by both Lender and the Senior Lender before any disbursement of
Loan proceeds. If Borrower requests payment of soft or other cost s from other Project
contingencies or line item savings (“ Other Contingency Use ”), the request must be
approved by Lender after Seve nty-Five Percent (75%) Co mpletion. If requested by
Lender, Borrower shall furnish all necessary Change Order and Other Contingency Use
documentation. Notwithstanding the foregoing, Le nder reserves the right to review and
approve the scope and cost of any Change Order and Other Contingency Use, regardless
of when the Change Order and Other Contingency Use, as applicable, was incurred and
regardless of whether the Change Order and Other Contingency Use, as applicable, is to
be funded with Loan proceeds or other sources. Lender also reserves the right to withhold
disbursement of Loan proceeds if Lender de termines, in its sole discretion, that the
Project cannot be comp leted in accordance with the a pproved Plans and Specifications
with the undisbursed portion of the Loan and other construction sources of funds.
4.5.8. If requested by Lender, Borrow er shall provide executed
subcontracts or any other su pplemental documents deemed necessary to verify the
Loan Agreement (Revised Jan. 2023) 13
Payment Request but only to the extent actually required under any construction contract,
including redacted items.
4.5.9. Unless waived by Lender, a date-down to its title policy at the
time of disbursement, ensuring the continue d priority of the De ed of Trust and the
absence of any encumbrances not otherwis e constituting a Permitted Encumbrance (as
such term is defined in the Deed of Trust) or permitted under the terms of this Agreement,
together with such endorsement Lender may reasonably require.
4.5.10. If requested by Lender, Borrower shall provide updates on its
efforts to comply with applicable Federal and local hiring and contracting requirements.
4.5.11. No Event of Default, nor any event or state of facts, which with
notice or passage of time or both would consti tute an Event of Default, shall then exist
under the Loan Documents.
4.6. Retainage
4.6.1. Borrower is required to comply with the general retainage
requirements required by the Senior Lender and the Construction Contract.
4.6.2. The Lender Retainage shall be released in the final
disbursement of Loan proceeds upon satisf action of the conditi ons specified in
Section 4.7.
4.6.3. Notwithstanding the foregoing, Lender, in its sole discretion,
may reduce the original Lender Retainage am ount by fifty percent (50%) only after the
Fifty Percent (50%) Completion Meeting has been conducted to Lender’s satisfaction
and any outstanding compliance concerns have been addressed to Lender’s satisfaction.
4.6.4. Lender’s disbursement of the Le nder Retainage is subject in
all respects to the requirements set forth in Sections 4.7 and 4.8.
4.7. Additional Conditions for Final Disbursement . In addition to all other
conditions set forth in this Section 4, Lender’s obl igation to make the fina l disbursement of the
Loan proceeds, including release of the Lender Retainage, shall be subject to Lender’s receipt of
the following:
4.7.1. Confirmation that the following matters have been addressed
to the satisfaction of the Lender’s Office of Program Monitoring (“OPM”):
(1) All certified payrolls required by Davis-Bacon and the Related Acts have
been submitted to Lender, and all subcontracts demonstrate compliance
without any unresolved wage variances or restitution.
(2) Final accessibility inspections for ac cessible units and common spaces have
been conducted by OPM.
Loan Agreement (Revised Jan. 2023) 14
(3) All required Section 3 reports have been submitted and approved by OPM.
(4) There are no outstanding crosscutti ng compliance violati ons for District
external agencies such as First Source, apprenticeship, minimum wage and
Certified Business Enterprises.
4.7.2. Updated Form 202, including co mparison to the Project
Budget as of the Closing Date. If requested by Lender, satisfactory Change Order and
Other Contingency Use documentation must also be submitted.
4.7.3. Draft third party cost certific ations for the Project from
Borrower and Contractor.
4.7.4. Completion of a final, in-p erson site visit by Lender’s
inspector to confirm all work was completed in accordance with approved Plans and
Specifications. Final approva l of the Project in accordance with the Plans and
Specifications, as built, is required.
4.7.5. A completed and notarized C ontractor’s Certificate and
Release Form from Borrower.
4.7.6. Final waivers and releases of liens from the Contractor and
first-tier subcontractors and supp liers that have furnished labor , material, or services to
Project. Conditional lien releases are acce ptable in cases where pending payments will
be made upon release of the Lender Retainage.
4.7.7. The issuance of a final or tem porary certificate of occupancy
for the intended, funded use of the Project.
4.7.8. Architect’s Certificate of Substantial Completion (AIA G-
704) with corresponding punch-lists.
4.7.9. A letter of satisfaction from the Architect and Borrower for
satisfactory completion of the Project (the “Satisfaction Letter”). The Satisfaction Letter
shall affirm that the punch-list items associated with the AIA G-704 have been satisfied,
or adequate funds reasonably necessary to pay the costs of completion of remaining
punch-list items, if any, as de termined by the Senior Lender, shall have been escrowed
in accordance with the Senior Lender’s requirements. In addition, the Satisfaction Letter
shall confirm that certified warranties and related documents required by the
Construction Contract have been provided by the Contractor.
4.7.10. Copies of all permit trade inspection sign-off approvals,
including, but not limited to, electrical, plumbing, mechanical, structural and fire safety.
4.7.11. Documentation that the Projec t has been registered on the
Housing Locator Website (as such term is defined in the Affordable Housing Covenant).
Loan Agreement (Revised Jan. 2023) 15
4.7.12. Enterprise Green Communities Step 2 Certification or
comparable documentation acceptable to Lender.
4.7.13. Receipt of the final as-built Pl ans and Specifications certified
by the Architect and engineer of record.
4.7.14. Receipt of an as-built survey acceptable to Lender, unless
waived by Lender.
4.7.15. Copies of such additional permits and licenses for operation of
the Project, including, but not limited to, th e business license for Borrower and its
management company, as may be necessary or required by an Authority.
4.7.16. Performance of all other oblig ations of Borrower under the
Loan Documents.
4.7.17. Confirmation that the Project is currently complying or has
complied with applicable initial lease-up income certification and tenant eligibility
requirements set forth by Lender’s Portfolio and Asset Management Division.
4.8. Final Adjustment to Loan After Closing
4.8.1. Lender and Borrower acknowledge and agree that Lender is
making the Loan to provide gap financing to ensure the completion of the Project and,
therefore, at Lender’s discretion the Loan may be reduced, or Lender may require
repayment of the Loan, as follows:
(1) On a dollar ($1.00) for dollar ($1.00) ba sis for funds that were used for a
temporary purpose to the extent that such funds are or will be subsequently
returned to Borrower (the “Returned Funds”). Such funds include but are
not limited to: refunded deposits, fi nancing fees required by District
agencies, lenders, or other parties.
(2) On a fifty cents ($0.50) for every dollar ($1.00) basis for any other net
reduction in total costs shown in the Project Budget due to unspent
contingency funds, unspent short-term reserves or other budget savings (the
“Cost Savings ”), unless the Cost Savings are utilized to cover an
unanticipated decrease in other Projec t sources as reflected in an amended
Project Budget. The remaining fifty percent (50%) of Cost Savings shall be
applied in accordance with the Senior Loan Documents or the terms of the
Operating Agreement, as applicable.
(3) On a fifty cents ($0.50) for every dol lar ($1.00) basis for any increase in
funding that is committed to the Pro ject after the Closing Date over and
above the funding sources shown in th e final Project Budget, unless the
increase in funding is obtained from a non-Lender source to cover an
unanticipated increase in the costs of the Project or a decrease in other
sources available for the Project as reflected in an amended Project Budget
Loan Agreement (Revised Jan. 2023) 16
(the “ Increased Sources ”). The remaining fifty percent (50%) of the
Increased Sources shall be applied in accordance with the Senior Loan
Documents or the terms of the [Ope rating/Partnership Agreement], as
applicable.
(4) Borrower shall calculate any Return ed Funds, Cost Savings, and Increased
Sources (collectively, “ Excess Proceeds ”) and notify Lender of the
anticipated loan reduction amount (the “ Draft Loan Reduction
Calculation”) prior to requesting its fina l disbursement from Lender by
submitting a draft Loan Reduction Certificate. If the Draft Loan Reduction
Calculation is less than the remaini ng Lender Retainage, Lender reserves
the right to withhold disbursing an equal portion of the remaining Lender
Retainage, unless Borrower can demonstrate that doing so would result in a
construction/stabilization period funding gap for the Project. If the Draft
Loan Reduction Calculation exceeds the remaining Lender Retainage,
Lender reserves the right to withhold disbursing all of its remaining Loan
proceeds, including the remaining Lende r Retainage, unless Borrower can
demonstrate that doing so would result in a construction/stabilization period
funding gap for the Project.
(5) Borrower shall update the Draft Loan Reduction Calculation by submitting
a revised Loan Reduction Certificate (the “ Final Loan Reduction
Calculation”) at least forty-five (45) days prior to the closing of the
permanent financing or conversion of the Senior Loan to permanent
financing (the “Permanent Loan Closing Date ”). Borrower shall update
the Draft Loan Reduction Calculation by submitting a revised Loan
Reduction Certificate (the “Final Loan Reduction Calculation”) with the
Borrower’s request for a United States Department of the Treasury Internal
Revenue Service Low-Income Housing Credit Allocation and Certification
(Form 8609).
4.8.2. If the Final Loan Reduction Ca lculation pursuant to this
section exceeds the remaining Lender Retain age, or if the full amount of Lender
Retainage has previously been released, the net amount of Excess Proceeds due to Lender
to reduce the Loan shall be paid on the Pe rmanent Loan Closing Date and the final
executed Loan Reduction Certif icate shall be submitted to Lender. within ninety (90)
days of issuance of the Form 8609 and the final executed Loan Reduction Certificate
shall be delivered on the same day.
4.8.3. Notwithstanding the foregoing, any loan reduction under this
section that is made after Loan Closing but prior to full disbursement of the Loan
proceeds shall be subject to the consent and approval of the Se nior Lender, Equity
Investor, and other financing parties, as applicable.
4.9. Insufficiency of Loan Proceeds. If at any time during the term of this Agreement,
Lender determines that the remaining undisbursed Loan proceeds (together with all other sources
of funds for the construction of the Project) are insufficient for any reason to complete the Project
substantially in accordance with the Plans and Specifications, Borrower shall, within ten (10) days
Loan Agreement (Revised Jan. 2023) 17
after receipt of Notice thereof (including a statement of the basi s for such insufficiency) from
Lender, deposit with Lender or its designee such sums of money in cash (from sources other than
the Loan) as reasonably are requi red to eliminate the insufficie ncy. Any amount so deposited by
Borrower shall stand as additional security for Borrower’s obligations under this Agreement, and
may be disbursed at Lender’s option before any further Loan disbursements are made hereunder.
4.10. Authorized Disbursements . Notwithstanding any other term of this Section 4,
Borrower hereby irrevocably authorizes Lender, at Lender’s option to make disbursements of Loan
proceeds (i) jointly to Borrower, Borrower’s construction manager and to any contractor or
materialmen furnishing labor, serv ices or materials in the cons truction of the Project for any
amounts due them in connection therewith, or (ii) directly to Lender for interest, fees and any other
amounts required to be paid to Lender under the No te or the other Loan Documents. No further
authorization from Borrower shall be necessary for Lender to make such direct disbursements, and
all such disbursements shall satisfy pro tanto Lender’s obligation hereunder and shall be secured
by the Deed of Trust.
4.11. Disbursements Not a Waiver. No disbursement of any Loan proceeds by Lender
shall constitute a waiver of any of the conditions for disbursement contained in this Agreement, or
an obligation of Lender to make fu rther disbursements. If Borrower is unable to satisfy any such
condition, no such disbursement shall have the ef fect of precluding Lender from thereafter
declaring that inability to be an Event of Default.
4.12. Stored Materials . No disbursements will be ma de for materials that are not
physically incorporated into the Project, other than for materials actually delivered to the Project
site or off-site, and stored in a place, secure d and insured against theft, vandalism and other
damage, all in a manner satisfactory to Lender.
4.13. No Escrow. Any and all Loan proceeds disbursed to Borrower in accordance with
this Agreement must be placed in a non-intere st bearing account and must be expended in
accordance with Section 4. In no event shall Borrower escrow the Loan proceeds.
Section 5. Representations and Warranties. Borrower represents and warrants to Lender as
of the date hereof, and shall be deemed to repr esent and warrant as of the date it submits any
disbursement request to Lender hereunder, that:
5.1. Status. Borrower is a Person in good standi ng under the laws of the District of
Columbia. All representations and warranties made by Borrower in the other Loan Documents are
true, complete and correct in all material respects when made.
5.2. Authority. Borrower has the power and author ity to enter into and execute and
deliver this Agreement and each other Loan Document executed and delivered by it, and to incur
and perform the obligations provided for herein and therein (including borrowing and guaranteeing
the Loan, as applicable), all of which have been duly authorized by all proper and necessary action
and all material governmental li censes, authorizations, consen ts and approvals required. No
consent or approval of any other Person or Authority is required as a condition to the validity or
enforceability of this Agreement or any of such other Loan Documents, or if required it has been
obtained.
Loan Agreement (Revised Jan. 2023) 18
5.3. No Conflicting Agreements. There is (a) no provision of any existing mortgage,
pledge, lien, security interest, charge, encumbra nce, contract or agreement binding on Borrower
or affecting its property nor a ny judgment, decree, or order of court binding on Borrower, and
(b) to the best knowledge of Borrower, no law, statute, rule or regulation binding on Borrower or
affecting any of its property, wh ich would conflict with or in any way prevent the execution,
delivery or performance of the terms of this Agreement or of any other Loan Document executed
and delivered by Borrower, or which would be in default or violated as a result of that execution,
delivery or performance.
5.4. Litigation. There is no litigation, proceeding for which process has been served or
investigation, pending or threaten ed in writing, which may result in any material and adverse
change in the financial conditi on, assets, liabilities, business or prospects of Borrower, and
Borrower does not know of any basis for any such litigation, proceeding or investigation.
5.5. Financial Information. All financial information he retofore furnished to Lender
concerning Borrower is complete and correct in all material respects, and fairly presents
Borrower’s financial position as of the date thereof. There are no liabilities, direct or indirect, fixed
or contingent, of which Borrower is aware except as reflected therein. There has been no material
adverse change in Borrower’s financial condition or operations since the dates of those financial
information (and to Borrower’s knowledge, no such material adverse change is pending or
threatened), and Borrower has not guaranteed the obligations of, or made any investment in or
advances to, any Person except as disclose d in such information. Borrower has good and
marketable title to its property and assets, free and clear of encumbrances (other than as permitted
by Lender), except as reflected in that information.
5.6. Receivership. There are no actions or proceedings pending or threatened in writing
against Borrower, to the best of Borrower's actual knowledge, to liquidate or reorganize it or place
it into receivership.
5.7. Tax Returns. Borrower has filed or caused to be filed all (if any) required Federal,
state and local tax returns, and paid all taxes shown on the returns as such taxes have become due.
No claims have been assessed a nd are unpaid with respect to such taxes, except as shown in the
financial information referred to above.
5.8. Liens on Property. There exists no mortgage, pledge, lien, security interest, charge
or other encumbrances (except as permitted by Lender) on or with respect to the Property.
5.9. Utilities. All utility services necessary for the construction and operation of the
Project for its intended purposes are or will be available at the boundaries of the Property, including
water supply of sufficient quantit y and pressure, storm and sanitary sewer facilities of adequate
capacities, gas, electric and telephone facilities. Borrower has procured, or hereby agree to use its
best efforts to procure, from the District of Columbia, and ot her authorities and corporations,
connection and discharge arrangements for the supply of water, gas, electricity and other utilities
and sewage and industrial waste disposal for the operation of the Project.
5.10. Roads. All roads necessary for the full use of the Project for its intended purposes
have either been completed or th e necessary rights of way therefor have either been acquired by
Loan Agreement (Revised Jan. 2023) 19
Borrower or the appropriate Authority or have been dedicated to public use and accepted by such
Authority or will be so acquired or dedicated within a period of t ime satisfactory to Lender, and
all necessary steps have been taken by Borrower and such Authority to assure the complete
construction and installation the reof in accordance with law a nd all applicable governmental
requirements.
5.11. Zoning and Land Use. The Project, and the use of the Project for its intended use,
will not violate any zoning or other ordinance, regulation or law, restrictive covenant or agreement
of Borrower (either now in exis tence or known by Borrower to be proposed) applicable to the
Property, the Project or its use, and all requireme nts for such use have been satisfied. Borrower
shall not initiate, join in, or consent to any ch ange in any restrictive covenant, easement, zoning
ordinance or other public or private restriction limiting or defining the us es which may be made
of the Property, the Project or any part thereof.
5.12. Cost Breakdown. The cost breakdown (in trade breakdown form) for the Project
supplied to Lender is complete and accurate as of the date hereof, based on all information now
available to Borrower, and Borrower has no knowl edge of any material change in the amount
shown thereon which is likely to occur.
5.13. OFAC List. Borrower, and to the best of Borrower’s knowledge after having made
diligent inquiry, and all persons or entities owning an interest in Borrower (i) are not currently
identified on the United States Of fice of Foreign Assets Control (“ OFAC”) List, and (ii) are not
persons or entities with whom a citizen of the United States is prohibited to engage in transactions
by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or
Executive Order of the President of the United States. The OFAC List currently is accessible
through the internet website http://www.treas.gov/offices/eotffe/ofac/sdn/t11sdn.pdf.
Section 6. Covenants. Borrower covenants and agrees that , as long as any part of the Loan
remains unpaid, Borrower will:
6.1. Construction of Project . Cause the Project to be completed substantially in
accordance with the final Plans and Specifications on or before the Completion Date, free and clear
of all liens other than the Deed of Trust and the Permitted Encumbrances (as such term is defined
in the Deed of Trust). Borrower shall not pe rmit any material changes in the Plans and
Specifications without the prior written consent of Lender and all authorities to whom such Plans
and Specifications are required to be submitted.
6.2. Insurance. At all times during the term of this Agreement, Borrower will maintain
at its sole cost and expense, for the mutual bene fit of Borrower and Lender, all of the insurance
specified in Exhibit H, and will not permit any condition to exist on the Property that would
invalidate any part of any insurance coverage required under this Agreement.
6.3. Accounting/Audit Requirements . Maintain complete and accurate records and
documentation of all costs incurred under the Loan in accordance with the instructions of Lender
and organized in a manner that identifies cost categories in the itemized budget.
6.4. Inspection. Permit Lender, its agents and Lender’s inspector to enter on the
Property at all reasonable times and as often as may be reasonably requested, to inspect the Project
Loan Agreement (Revised Jan. 2023) 20
and all materials to be used in connection with the construction thereof, and to examine all detailed
plans and drawings which are or may be kept at the construction site and access to the books,
records and such other documents of Borrower as Lender shall reasonably require to inspect, audit
and examine the same and to make extracts therefrom and to make copies thereof. Furthermore,
throughout the Loan Term, Borrower must be prepared for and facilitate monitoring by Lender in
compliance with Federal and Dist rict requirements, including, but not limited to, the following:
creating, storing and maintaining all Project record s in accordance with Lender’s requirements;
permitting desk monitoring, site vi sits, and audits; and permitting all inspections of the Project
records as Lender deems necessary to ensure the upkeep and operation of the Project in compliance
with District and Federal laws.
6.5. Maintenance and Repair. Keep and maintain the Project and each part thereof in
good condition, working order and repair, make all necessary or appropriate repairs, replacements
and renewals thereto so that each part thereof is at all times in good condition, fit and proper for
the respective purposes for which it was originally intended, erecte d, or installed, and to ensure
that the security for the Loan is not impaired, and make all necessary or appropriate deposits to a
replacement reserve for the Project.
6.6. Obstructions. Use its reasonable efforts to keep and maintain all parts of the
Project and the sidewalks, curb s and passageways adjoining it in a clean and orderly condition,
free of dirt, rubbish, snow, ice and unlawful obstructions.
6.7. Permits, Licenses. Procure or cause to be procured, any and all necessary permits,
certificates, licenses or other authorizations required for use of the Project as rental housing, and
comply with all conditions and requirements necessary to preserve and extend all rights, licenses,
permits, privileges, franchises and concessions now or hereafter applicable to the Project.
6.8. Structural Injury, Nu isance, Waste and Ot her Prohibited Uses . Not use or
occupy the Project or permit it to be used or occupied in any manner which would cause structural
injury to the Project, cause the value or the usefulness of the Project or any part thereof to diminish
(ordinary wear and tear excepted), or constitute a public or private nuisance, or waste.
6.9. Compliance with Laws. Not use or occupy the Project or knowingly permit it to
be used or occupied contrary to any uniformly applicable laws affect ing the Project and the
occupancy, operation or use thereof, whether or not any such laws which may be hereafter enacted
involve a change of policy by the Authority enacting them.
6.10. Reporting.
6.10.1. Audited Financi al Statements. Within one-hundred twenty
(120) days after the end of each Fiscal Year , the audited balance sheet of Borrower for
such year, and the related audited statements of income, retained earnings and cash flows
for such year, each setting forth in comparat ive form the figures for the previous Fiscal
Year, in reasonable detail and all prepared in accordance with generally accepted
accounting principles, consistently applie d, applicable Office of Management and
Budget guidelines, and any othe r applicable Federal or Di strict audit requirements,
Loan Agreement (Revised Jan. 2023) 21
without qualification, by an independent ce rtified public accountant acceptable to
Lender.
6.10.2. Supplemental Annual Submission . Together with the
audited financial sta tement, Borrower shall submit th e following information for the
Project:
(1) Evidence of commercial property in surance with Lender listed as an
additional insured;
(2) Evidence of liability pr operty insurance with Lender listed as an additional
insured;
(3) Copy of reserve account st atements, if applicable;
(4) Evidence of payment of re al estate property taxes;
(5) Copy of current business license;
(6) Project operating statements;
(7) Annual Owner Certification; and
(8) Net Cash Flow Calculation Worksheet.
6.10.3. Tax Returns . Within thirty (30) days of the applicable
required annual filing date, in cluding any standard extensions for which Borrower may
have validly filed and copies of which are provided to Lende r, complete copies of all
Federal and state tax or information return s of Borrower (including form K-1s and all
schedules), certified as true and correct by the principal fi nancial or accounting officer
of Borrower.
6.10.4. Internal Financi al Statements. Upon thirty (30) days’ prior
written request from Lender, Borrower’s inte rnal consolidated fina ncial statements for
the preceding financial quarter prepared by Borrower and certified by Borrower’s
principal financial or accounting officer, including a statement of activities, a statement
of financial position, a statement of cash flow, a break-down of gross lease revenues, and
during construction, a reconciliation of expenditures paid with Loan proceeds.
6.10.5. Affordable Housing . Upon thirty (30) days’ prior written
request from Lender, (i) any information about the leasing and occupancy of the
Affordable Units, including a rent roll for the Project, summarizing the terms of all
residential leases and the Household incomes of the tenant s, as of the end of December
of the prior year no later than March 1 of ea ch year, or more frequently as reasonably
requested in writing by Lender; and (ii) any other informat ion that may be required to
meet District and/or Federal reporting requirements, including but not limited to,
information on household size, age, income, se x, and race or ethnicity of all occupants
who reside in Affordable Units.
Loan Agreement (Revised Jan. 2023) 22
6.10.6. Additional Financial Information . Upon thirty (30) days’
prior written request from Le nder, any additional information necessary to evaluate the
financial position of the Project, as reasonably determined by Lender.
6.10.7. Ongoing Project Updates . Upon five (5) days’ prior written
request from Lender, provide Lender with regular Project updates.
6.11. Records and Retention . Keep and maintain at all times complete and accurate
books of account and records (including copies of supporting bills and invoices) adequate to reflect
correctly the operation of the Project or the Property and the use of the Loan proceeds and copies
of all written contracts, leases, and other instruments which affect the Project or the Property. Keep
records for a period of five (5) years from the date that such records are generated. If any litigation,
claim or audit has begun before the expiration of th e 5-year retention period, the records shall be
retained no less than five (5) years after all litigation, claims, audits or monitoring findings
involving the records have been resolved and final action taken.
6.12. Payment of Obligations. Pay and discharge at or befo re maturity all its material
obligations and liabilities, including tax liabilities, the expenses of the Project, and claims for labor,
materials, and supplies that, if unpaid, might become liens on th e property of Borrower, except
those being contested in good faith by appropriate proceedings.
6.13. Notices. Promptly give Notice to Lender of (i) all litigation affecting Borrower, the
Property, or any portion of the Projec t that, in each case, is reasonably likely to have a material
adverse effect on the Project, a nd (ii) all complaints and charge s made by any Authority having
jurisdiction over the Project whic h may materially dela y or require material changes in the
construction of the Project or otherwise impair the security of Lender.
6.14. Further Assurances. On request by Lender, do a ny act or execute any additional
documents (including security agreements and fi nancing statements on any personalty owned by
Borrower and included or to be included in the Project) reasonably required by Lender to confirm
the lien and security interest of the Deed of Trust, or any other collateral document.
6.15. Fees of Lender’s Agents. Pay Attorneys’ Fees and Costs and the reasonable fees
of Lender’s agents, if any, in connection with the Project or the Loan.
6.16. Performance of Other Agreements . Jointly and severally, duly and timely
perform and observe all covenants, agreements and conditions on its part to be performed or
observed in all material respects.
6.17. Acknowledgement of Lender Financing.
(a) Allow Lender to, or as reasonably a pproved by Lender, place suitable signage
indicating that the Project is being developed with financial assistance provided by Lender in such
manner as Lender may elect. Any such sign shall be provided at the expense of Lender; provided,
however, that if Lender provides a sign to Borrower, then Borrower agrees to provide a prominent
and suitable location of the display of the sign an d to maintain the display of such sign for the
duration of development or until the Loan has been fully satisf ied, whichever event shall occur
first.
Loan Agreement (Revised Jan. 2023) 23
(b) Ensure that all written or printed materi als distributed or posted by Borrower, which
publicize the Project, shall include information that the Project is being funded, partially or fully,
through Lender. Further, announcement of all events that publicize the Project shall acknowledge
funding by Lender. This may include, but is not limited to, social media, newspaper
announcements or advertisements, flyers, postings, any radio and television announcements.
6.18. Property Management. At all times during the term of this Agreement, Borrower
shall enter into a management contract with a District licensed professional management company
for the Project, cancelable on sixty (60) days ’ notice, and otherwise in form and substance
satisfactory to Lender in its reasonable judgment. Borrower shall notify Lender at least sixty (60)
days in advance of any change in management and shall provi de Lender with a copy of the
proposed management agreement for Lender’s review and approval prior to Borrower’s execution
thereof. Such approval shall not be unreasonably withheld, conditioned or delayed. The proposed
successor manager shall be a management comp any, in good standing wi th the District of
Columbia, and experienced in managing properties of a similar type and size as the Project. The
proposed successor manager shall deliver all organizational documents and other documents, upon
the request of Lender, regarding the manager’s suitability to manage the Project. Any successor
management contract entered into by Borrower shall be approved by Lender, such approval shall
not be unreasonably withheld, conditioned or delayed and shall provide that it shall be subject to
termination, without penalty, upon written request by Le nder, addressed to Borrower if the
property manager fails, after being provided funds therefore from Borrower, to take action to cure
any material default under the property management contract within sixty (60) days’ notice thereof
by Lender with a copy to Borrower. In the event of an emergency situat ion, the sixty (60) day
notice period shall be shortened, at Lender’s reas onable discretion. Upon receipt of a request to
terminate the manager, Borrower shall terminate the management contract no later than sixty (60)
days from the date of the notice, provided th at (i) Lender has approved of a new manager and
management contract, (ii) the change will not result in the Project being without a manager for any
period of time, and (iii) Borrower has received the prior written consent of the Senior Lender.
6.19. Affordability Covenants.
(a) Comply in all respects with the Af fordable Housing Covenant and rent and
maintain the Affordable Units in accordance with the Affordable Housing Covenant.
(b) Maintain accurate records of the tenant household incomes and rent levels each
time that an Affordable Unit is rented, and rent rolls updated on a monthly basis, and available for
inspection by Lender within ten (10) days of Lender’s request therefore.
(c) Register any available Affordable Un it with the Housing Locator website
established pursuant to the Affordable Hous ing Clearinghouse Directory Act of 2008, D.C. Law
17-215, D.C. Official Code § 42-2131 et seq. and shall actively seek to market vacant units to
households referred by the District of Columbia Housing Authority as required in the Program
Requirements. As of the da te of this Agreement, the Housing Locator website is
www.DCHousingSearch.org.
6.20. Hazardous Materials Indemnity.
Loan Agreement (Revised Jan. 2023) 24
(a) Comply with all governmental requireme nts applicable to Hazardous Materials
(including lead paint) and other environmental, health, fire a nd safety laws or regulations,
including, but not limited to, the Occupational Health and Safety Ac t and Americans With
Disabilities Act;
(b) Notify Lender of any notice received by Borr ower of any leak, spill or other release
of Hazardous Materials or of any violation of any environmental, health, fire or safety laws or
regulations with respect to the Project or the Pr operty in which event Lender shall be allowed a
right of entry (including the right to conduct te sts and take samples fr om the Project or the
Property) and may, but shall not be required to, remediate the problem if Borrower does not
promptly initiate and diligently pursue such remediation;
(c) If unlawful Hazardous Materi als are determined to be lo cated at the Project or on
the Property or another environmenta l, health, fire or safety law or regulation has been violated
and such violation has been caused by Borrower or its agents, provide Lender with a bond or letter
of credit, or similar financial as surance, satisfactory to Lender, in an amount sufficient to cover
the cost of any clean up or of remediation of the violation, as the case may be; and
(d) Indemnify and forever hold Lender harmle ss from any loss, claim, damage or
liability arising out of, or in connection with, the unlawful presence at the Project or on the Property
of, or contamination by, any Hazardous Materials or the violation of environmental, health, fire or
safety laws or regulations if such loss, claim, damage or liability was caused by Borrower or its
agents and has occurred since Borrower took ti tle to the Property; provided, however, Borrower
shall have no liability to the exte nt any loss arises as a result of the gross negligence or willful
misconduct of Lender. This indemnification shall survive repayment of the Loan.
(e) Further, Borrower shall pay Lender, upon demand, for all costs reasonably incurred
by Lender in connection with in specting the Project or the Prope rty with respect to Hazardous
Materials, which Lender may do at any time and from time to ti me, and/or in connection with
reviewing any Hazardous Material, environmental, health, fire or related safety reports, including
Attorneys’ Fees and Costs, engineering fees and other fees and expenses if such costs are incurred
as a result of actions caused by Borrower or its agents after the date Borrower takes title to the
Property.
Section 7. Default; Remedies.
7.1. Defaults. An “ Event of Default ” shall be deemed to have occurred under this
Agreement on the occurrence of any one or more of the following events remaining uncured after
any applicable notice and cure periods:
7.1.1. Any representation or warranty made herein or any statement
or representation made in a ny certificate, report or opi nion (including legal opinions),
financial statement or other instrument fu rnished in connection with this Agreement
(including requests), any applic ation materials for the Loan, or any of the other Loan
Documents, proves to have been incorrec t in any material respect when made and
actually has a material adverse effect on the Project; or
Loan Agreement (Revised Jan. 2023) 25
7.1.2. Borrower fails to pay, within te n (10) days after the date on
which it is due and payable (a) the principal of, premium, if any, or interest or any other
charges or sums on or under the Note (whether on maturity, on any installment date, after
acceleration, after notice of prepayment, or otherwise), or (b) any other payment required
by this Agreement or any of the other Loan Documents to be paid by Borrower, including,
but not limited to, any payments due to Le nder in accordance with the Final Loan
Reduction Calculation; or
7.1.3. Borrower fails to duly and promptly perform, comply with or
observe any of the terms, covenants, conditions or agreements contained herein or in the
Program Requirements, other than pertaining to insurance requirements herein for which
there shall be no such cure period, which default remains unremedied for thirty (30) days
(or such other cure period as may be specified herein) after Notice to the non-performing
entity thereof, except that if the default is such that it cannot be corrected within sixty
(60) days (or any other cure period specified herein), it shall not be an Event of Default
if, in the opinion of Lender reasonably exe rcised, the non-performing entity is taking
appropriate corrective action to cure the default and the default will not, in Lender’s sole
judgment, impair the security for the Loan; or
7.1.4. An Act of Bankruptcy occurs with respect to Borrower or any
other guarantor of the Loan; or Borrower be comes generally unable to pay its debts as
they become due; or
7.1.5. An Event of Default occurs under any other Loan Document;
or
7.1.6. Any mechanic’s lien is established against the Project and not
discharged or bonded or insured against by Bo rrower within thirty (30) days after it
receives notice of the establishment thereof; or
7.1.7. Borrower fails to comply wi th any requirement of any
Authority having jurisdiction within thirty (30) days after the Author ity gives it written
notice of the requirement; or if any proceeding is begun or action taken to enforce any
remedy for a violation of any requirement of the Authority or any restrictive covenant
affecting the Property.
7.2. Remedies of Lender on Event of Default. Whenever any Event of Default referred
to in subsection 7.1 has occurred, Lender may refuse to disburse any amounts hereunder, accelerate
the payments due on the Note and declare all othe r of Borrower’s obligations to be immediately
due and payable, bring suit on th e Note, and take such other acti ons against Borrower as Lender
may deem to be appropriate, as permitted by law. In addition, Le nder, in its sole discretion, may
take any one or more of the following remedial steps:
7.2.1. Acceleration . Declare the unpaid principal of the Note and all
interest accrued thereon, together with all other moneys payable hereunder, to be
immediately due and payable, by notice in writi ng to that effect delivered to Borrower,
and on such declaration, all su ch moneys shall become im mediately due and payable,
Loan Agreement (Revised Jan. 2023) 26
without protest, presentment, further notice or demand, all of which are expressly waived
by Borrower, at the place of payment provided in such notice, anything in this Agreement
or in the Note to the contrary notwithstanding.
7.2.2. Legal Action . By mandamus or other suit, action or
proceeding at law or in equity, enforce all rights of Lender, and require Borrower to carry
out any agreement with or for the benefit of Lender, and to perform its duties under this
Agreement, the Deed of Trust, and the other Loan Documents; and/or
(1) Bring suit on the Note; and/or
(2) By action or suit in equity enjoin a ny acts or things which may be unlawful
or in violation of the rights of Lender; and/or
(3) Take whatever action at law or in e quity appears necessary or desirable to
collect the payments and other amounts then due and thereafter to become
due or to enforce performance and observance of any obligation, agreement
or covenant of Borrower or any ot her Person under this Agreement or any
other Loan Document.
7.2.3. Books and Records . Have access to and inspect, examine and
make copies of the books and records and any and all accounts a nd similar data of
Borrower.
7.2.4. Protection of Property . Without resort to judicial process,
take such steps as it deems appropriate to protect the Project or the Property from
depredation or injury, including employment of watchmen or other protective services,
and Borrower shall pay any expenses incurred by Lender in taking such steps.
7.2.5. Completion of Project . Lender shall have no obligation to
disburse any portion of the undisbursed procee ds of the Loan to Borrower. Lender may
enter the Project or the Property for the pur pose of causing Borrower’s obligations
hereunder to be fulfilled, and for such pur poses Borrower hereby appoints Lender as its
lawful attorney-in-fact, with full power of delegation and substitution, to act for such
purpose in its name, to take any or all of the following actions:
(1) Continue the Project; and/or
(2) Avail itself and procure performance of all contracts theretofore made by
Borrower; and/or
(3) Modify such contracts, or to enter in to new contracts with the same or other
contractors, architects, suppliers or agents; and/or
(4) Pay, settle or compromise any bills, claims or liens incurred in connection
with the completion of the Project; and/or
Loan Agreement (Revised Jan. 2023) 27
(5) Prosecute or defend any action or proceeding in connection therewith, to
execute such applications and ce rtificates as may be required by
governmental authority or any agreement by Borrower; and/or
(6) Perform any other act and exec ute and deliver all documents and
instruments as may be appropriate for such purposes; and/or
(7) Use any funds not yet disbursed hereunder or otherwise allocated or made
available therefor to pay the cost thereof, it being specifically agreed that
this power of attorney is a power coupled with an interest which cannot be
revoked.
Any disbursement of funds for such purposes shal l be deemed disbursements pursuant to this
Agreement and evidenced by the Note. In addition, if it is necessary for Lender to disburse any
amounts in order to accomplish such purposes, Borrower shall reimburse Lender for the amount
of such excess, with interest thereon as provided in Section 13, and authorize Lender to apply
funds received from the sale or rental of any portions of the Project to the repayment of such excess
before the same are applied for any other purpose. Any action taken by Lender hereunder may, in
the sole discretion of Lender, be thereafter term inated or changed, and this Agreement or any
action taken hereunder shall in no way be construed as imposing any obligation on Lender to act
or continue to act on the behalf of Borrower or otherwise to complete the Projec t or fulfill any
obligation of Borrower in connection with the Project.
7.2.6. Possession of Project . Take possession of the Project and
have, hold, manage, lease and operate it on such terms and for such period of time as
Lender deems proper; and collect and receive all rents, income and profits of the Project,
with or without taking possession of the Projec t, with full power to make from time to
time all alterations, renovations , repairs or replacements thereto as seem proper to
Lender, and to apply such rents, income and profits to the payment of:
(1) The cost of such alterations, re novations, repairs and replacements and
expenses incident to the taking and retaining possession of the Project and
the management and operation ther eof and keeping the same properly
insured, and
(2) All taxes and any other encumbranc es which may be prior in lien or
payment to the obligations of Borrower hereunder, and
(3) The obligations of Borrower here under, together with all costs and
Attorneys’ Fees and Costs, in such order of priority as to any of such items
as Lender in its sole discretion may de termine, any law, custom or use to
the contrary notwithstanding.
7.2.7. Repossession of Collateral . Proceed under the District of
Columbia Uniform Commercial Code as to al l or any part of the collateral, and in
conjunction therewith exercise all rights, remedies and powers of a secured party under
the District of Columbia Uniform Commercial C ode as then in effect in the District of
Columbia (“ UCC”), including taking possession of the collateral pursuant to
Loan Agreement (Revised Jan. 2023) 28
Section 9-503 of the UCC without resort to ju dicial process. If an Event of Default
occurs, Borrower shall assemble all of the collateral, and make it available at the
Property. Any notice required by Section 9-504 of the UCC shall be deemed reasonably
and properly given if given in the manne r specified for other Notices under this
Agreement, at least fifteen (15) days before any sale or other disposition of the collateral.
Disposition of the collateral shall be deemed commercially reasonable if made pursuant
to a public offering advertised at least twice in a newspaper of general circulation in the
community where the collateral is located.
7.2.8. Foreclosure . Declare a default under the Loan Documents and
exercise its rights of foreclosure and other remedies available under the Deed of Trust.
7.3. No Remedy Exclusive; Delays or Omissions; Waiver of Breach. No action taken
pursuant to this Section 7 shall relieve Borrower from its obligations hereunder or under any other
Loan Document, all of which shall survive any such action, and Lender (to the extent provided
above) may take whatever action at law or in equity appears necessary and desirable to collect the
payments and other amounts then due, and therea fter to become due and/or to enforce the
performance and observance of any obligation, agre ement or covenant of Borrower hereunder or
of any other Person under any Loan Document.
No remedy herein conferred on or reserved to Lender is intended to be exclusive of
any other available remedy or remedies, but each such remedy shall be cumulative and shall be in
addition to each other remedy given under this Ag reement or the other Loan Documents or now
or hereafter existing at law or in equity. If any right or remedy granted herein is held to be unlawful,
Lender shall be entitled to each other right and remedy provided in this Agreement and by law or
in equity. No delay or omission in exercising any right or power accruing on any default, omission
or failure of performance hereunder or under the Loan Documents shall impair any such right or
power or be construed to be a waiver thereof, but any such right and power may be exercised from
time to time and as often as is deemed expedient. If any term of this Agreement is breached by
Borrower and is thereafter waived by Lender, that waiver shall be limited to the particular breach
so waived, and shall not be deemed to waive any other breach. No waiver, amendment, release or
modification of this Agreement shall be establis hed by conduct, custom or course of dealing, but
solely by a document signed by Lender. In order to entitle Lender to exercise any remedy reserved
to it in this Section, it shall not be necessary to gi ve any notice, other than any notice be herein
expressly required.
Section 8. Additional Local and Federal Requ irements Applicable to Borrower . In
addition to the Program Requirements, Borrower sh all fully comply with the following Federal
and District requirements as they may be applicable to Borrower , the Project or the Property,
including implementation of such requirement s through handbooks, guides and notices, and all
future updates, changes and ame ndments thereto applicable to Borrower, the Project or the
Property, as they become effective:
(a) Compliance with Equal O pportunity Obligations in Contracts (Affirmative Action
Plan) – Mayor’s Order 1985-85;
Loan Agreement (Revised Jan. 2023) 29
(b) Certified Business Ente rprise Requirements – D.C. Official Code § 2-218.46 et
seq.;
(c) D.C. Human Rights Act of 1977 – D.C. Official Code § 2-1401.1 et seq.;
(d) Fair Criminal Record Screening for Housing Act of 2016 – D.C. Official Code
§ 42-3541.01 et seq.;
(e) First Source Program – D.C. Official Code § 2-219.01 et seq.;
(f) Freedom of Information Act – D.C. Official Code § 2-531 et seq.;
(g) Inclusionary Zoning Implementation Ac t of 2006 – D.C. Official Code § 6-1041.01
et seq.;
(h) Relocation Assistance – 10B DCMR Chapter 22;
(i) Rental Housing Act of 1985 – D.C. Official Code § 42-3501.01 et seq.;
(j) Rental Housing Conversion and Sale Act of 1980 – D.C. Official Code § 42-
3401.01 et seq.;
(k) Sections 9a and 9b of Historic Landmark and Historic District Protection Act of
1978, as amended – D.C. Official Code § 6-1101 et seq.;
(l) Age Discrimination Act of 1975 – 42 U.S.C. § 6101 et seq. , including, but not
limited to, implementing regulations at 24 CFR Part 146;
(m) Americans with Disabilities Act of 1990 – 42 U.S.C. § 12101 et seq.;
(n) Broadband Infrastructure in HUD- Funded New Construction & Substantial
Rehabilitation – 24 CFR § 891.
(o) Civil Rights Act of 1964 - 42 U.S.C. § 2000d et seq.;
(p) Conflict of Interest – 24 CFR § 570.611;
(q) Davis-Bacon and Related Acts – 40 U.S.C. § 3141 et seq. and 42 U.S.C. § 5310:
40 U.S.C. § 3701 et seq.; 29 CFR Parts 1, 3, and 5;
(i) The Federal statutory and regulatory requirements of the Davis-Bacon Act
(40 U.S.C. § 3141 et seq.) and the Contract Work Hours and Safety Standards Act (40
U.S.C. § 3701 et seq.) shall survive the term of the Loan. The Davis-Bacon Act requires
the payment of prevailing wage rates to all laborers and mechanics on Federal government
and District of Columbia construction contracts in excess of $2,000. The Davis-Bacon Act
labor standards also apply to the “Related Acts,” under wh ich construction projects are
assisted through Federal funded grants, 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
Loan Agreement (Revised Jan. 2023) 30
trainees, withholding, payrolls and basic records, and liabilities and penalties for violations.
The mandatory Davis-Bacon contract provisi ons, the Federal Labor Standards Contract
Addendum (HUD Form 4010), are attached hereto as Exhibit D and incorporated herein.
The wage determination appl icable to this Project is attached hereto as Exhibit E and
incorporated herein. The mandatory Davi s-Bacon labor provisions set forth in Exhibit D
and the wage decision set forth in Exhibit E must be incorporated in the Construction
Contract and each subcontract at any tier.
(a) Each weekly payroll statement required under 29 CFR § 3.3 shall be
delivered by the contractor or subcontractor, within seven (7) days after the regular
payment date of the payroll period, to the Office of Program Monitoring at District
of Columbia Department of Housing and Community Development, 1800 Martin
Luther King, Jr., Ave., SE, Washington, DC 20020. (29 CFR § 3.4).
(b) Each payroll submitted shall be accompanied by a “Statement of
Compliance,” signed by the contractor or subcontractor or his or her agent who
pays or supervises the payment of th e persons employed under the contract. (29
CFR § 5.5(a)(3)(ii)(B)). Upon the request of Lender, Borrower shall provide or
shall cause its contractor or subcontract or to provide for Lender’s review, any
contract or subcontract upon which a certified payroll is based;
(r) Equal Credit Opportunity Act - 15 U.S.C. § 1691 et seq.;
(s) Lead Safe Housing Rule (Lead Based Paint) – 24 CFR Part 35;
(t) Governmentwide Requirements for Dr ug-Free Workplace – 41 U.S.C. § 701 et
seq., including, but not limited to, Federal rules and regulations at 24 CFR Part 2429;
(u) Fair Housing Act of 1968 – 42 U.S.C. § 3601 et seq., including, but not limited to,
implementing regulations at 24 CFR Part 100;
(v) Hatch Act – 5 U.S.C. Chapter 15;
(w) National Environmental Poli cy Act of 1969 – 42 U.S.C. § 4331 et seq., including,
but not limited to, implementing regulations at 24 CFR Part 50 or 58, as applicable;
(x) Nonprocurement, Debarment and Suspension – 2 CFR Part 2424;
(y) Restrictions on Lobbying – 24 CFR Part 87;
(z) Section 3 of the Housing and Urban Development Act of 1968 - 12 U.S.C. § 1701u
et seq., including, but not limited to, implementing re gulations at 24 CFR Part 75. In accordance
with Lender’s policy for HPTF loans, during construction of the Pr oject, Borrower shall comply
with and cause its successors, assigns, and agents to comply with 24 CFR Part 75. The Section 3
requirement applies to assistan ce that exceeds $200,000.00 or where the contract or subcontract
exceeds $1,000,000.00. Borrower shall or shall cause its contractors to include the Section 3
Contract Addendum attached hereto as Exhibit F and incorporated herein in any contracts or
subtracts subject the Section 3 requirements;
Loan Agreement (Revised Jan. 2023) 31
(aa) Section 106 of the Nati onal Historic Preservation Act of 1966 – 16 U.S.C. § 470 et
seq., including, but not limited to, implementing regulations at 36 CFR Part 800;
(bb) Section 504 of Reha bilitation Act of 1973 – 29 U.S.C. § 794 et seq., including, but
not limited to, implementing regulations at 24 CFR Part 8;
(cc) Uniform Administrative Requirements, Cost Principl es, and Audit Requirements
for Federal Awards – 2 CFR Part 200;
(dd) Uniform Relocation Act – 42 U.S.C. Chapter 61; and
(ee) Violence Against Women Act (“ VAWA”) - 42 U.S.C. § § 13701–14040. Title VI
of the Violence Against Women Reauthorizat ion Act of 2013, Safe Homes for Victims of
Domestic Violence, Dating Violence, Sexual Assault, and Stalking, expanded the applicability of
the Act to the Low Income Housing Tax Credit program. VAWA protects both child and adult
victims of domestic violence, dating violence, sexual assault, and stalking. All owners and
managers shall comply with th e requirements of this Act and shall use the applicable VAWA
forms, including, but not limited to, the HU D-5380 Notice of Occupancy Rights under the
Violence Against Women Act, HUD-5381 Model Emergency Transfer Plan for Victims of
Domestic Violence, Dating Viol ence, Sexual Assault, or Stal king, HUD-5382 Certification of
Domestic Violence, Dating Violence or St alking, and Alternate Documentation, HUD-5383
Emergency Transfer Request for Certain Victims of Domestic Violence, Dating Violence, Sexual
Assault, or Stalking and HUD-91067 VAWA Lease Addendum.
8.1. Duty to Comply with Lender Compliance Certifications. The Borrower acknowledges
that any misrepresentation of information or failure to comply with any agreement contained in its
certifications to comply with federal and District laws and re gulations governing fair housing,
equal opportunity, accessibility and affirmative marketing requirements applicable to the Project
shall be deemed an Event of Default.
Section 9. Conflict Of Interest/ Limit of Liability
9.1.1. Federal and District laws stri ctly prohibit any person who
exercises or has exercised any functions or responsibilities with respect to Lender-
assisted activities or who is in a position to participate in a deci sion making process or
gain inside information with regard to such activities from obtaining a financial interest
or benefit from a Lender-assist ed activity, or have a financ ial interest in any contract,
subcontract, or agreement with respect to a Lender-assisted activity. Further, as it relates
to the procurement of supplie s, equipment, construction a nd services, recipients and
subrecipients of loan funds from Lender are held to the conflict of interest provisions of
the Program Requirements. In addition to the general conflict of interest prohibition,
these sections require that fund recipients maintain written standards of conduct
governing the performance of its employees engaged in the award and administration of
contracts to address the prohibition against an y real or apparent c onflict of interest.
Borrower shall submit a copy of its conflict of interest policies and procedures to Lender
within fifteen (15) days of the Closing Date.
Loan Agreement (Revised Jan. 2023) 32
9.1.2. No member, official, or em ployee of Lender shall be
personally liable to Borrower or any successor in interest in the event of any breach of
this Agreement by Lender or for any amount wh ich may become due to Borrower or its
successors or assigns on any obligations under the terms of this Agreement.
Section 10. Notice of Non-Discrimination. In accordance with the D.C. Human Rights Act of
1977, as amended, D.C. Official Code § 2-1401.01 et seq., (the “Human Rights Act”), the District
of Columbia does not discriminate on the basis of actual or perceived: race, color, religion, national
origin, sex, age, marital status , personal appearance, sexual or ientation, gender identity or
expression, familial status, family responsibiliti es, matriculation, politic al affiliation, genetic
information, disability, source of income, status as a victim of an intrafamily offense, place of
residence or business, and status as a victim or family member of a victim of domestic violence, a
sexual offense, or stalki ng. Sexual harassment is a form of sex discrimination, which is also
prohibited by the Human Rights Act and is prohibited by Mayor’s Order 2017-313 (Sexual
Harassment Policy, Guidance and Procedures). In addition, harassment based on any of the above
protected categories is also prohibited by the Human Rights Act.
Section 11. Freedom of Information Act.
11.1 The District of Columbia Freedom of Information Act of 1976, Pub. L. 90-614 D.C.
Official Code §§ 2-531-539 (the “ FOIA”) provides for the disclosu re of public information.
Specifically, the law provides that “any person has a right to inspect, and at his or her discretion,
to copy any public record except as expressly ex empted by the FOIA. Further, a “public record”
has been defined by the District of Columbia Public Records Manageme nt Act of 1985 as “any
document, book, photographic image, el ectronic data recording paper, sound recording, or other
material regardless of form or characteristic, made or received pursuant to law or in connection
with the transaction of public business by any office r or employee of the Dist rict.” D.C. Official
Code § 2-1701(13) (2008). Borrower acknowledges that Lender is subject to the FOIA.
11.2 Information or documentation submitted to Lender pursuant to this Loan, or in
connection with the transaction of the business of Lender, is subject to public disclosure in
response to a FOIA request. Therefore, informa tion that Borrower submits to Lender, if not
specifically exempted by D.C. Official Code § 2-534 of the FOIA, may be disclosed to the public
upon a proper request.
Section 12. Antideficiency Act Limitations . Notwithstanding any ot her provision of this
Agreement to the contrary, any and all provisions which, may, could or appear to obligate Lender
are and shall remain subject to the limitations of the Antideficiency Act, prescribed under 31
U.S.C. §§ 1341, 1342, 1349 and 1351, as made applicable to the District of Columbia under D.C.
Official Code § 47-105; §§ 47-355.01 – 355.08, as th e foregoing statutes may be amended from
time to time (2001 ed.). If such pr ovision(s) shall be in violation of the Antideficiency Act, that
particular provision, as applicable to Lender, shall be void ab initio.
Section 13. Miscellaneous.
13.1. Reimbursement of Disbursements Made or Other Costs Incurred by Lender.
If Borrower fails to make any payment or to perform any other of its obligations hereunder, Lender,
Loan Agreement (Revised Jan. 2023) 33
after notice to and demand on Borrower, without waiving any default or releasing Borrower from
any of its obligations hereunder, and without being under any obligation to do so, may make such
payment or perform any of the party’s obligations. All amounts so paid by Lender, and all fees and
other costs incurred by Lender, whether in connection with such payment or such performance or
otherwise in connection with it s duties and responsibi lities under this Agreement and the other
Loan Documents, shall be immediately due an d payable by Borrower on demand therefor, as
additional payments hereunder, w ith interest thereon as provi ded in Section 13.2. In addition,
notwithstanding anything in this Ag reement to the contrary, if Bo rrower defaults under any term
of this Agreement, and Lender employs attorney s or incurs other expenses for collection of
amounts due hereunder or enforcement of perfor mance or observance of any obligation or
agreement by Borrower herein, Bo rrower shall on demand therefor pay to Lender all Attorneys’
Fees and Costs.
13.2. Interest on Additi onal Payments an d Reimbursements. Without limiting any
other terms for the payment of interest, additional interest, late charges, premiums or like charges
under the Loan Documents, in any instance in wh ich any sum other than principal, premium (if
any), and interest is due from Borrower to Lender as a direct payment, reimbursement or otherwise,
and no specific provision is made as to the payment of interest thereon or the rate of interest thereon
is not otherwise specified, the sum shall bear interest from the date on which it becomes due until
paid in full at the Default Interest Rate (as defined in the Note).
13.3. Indemnification of Lender.
13.3.1. Claims in Connecti on with the Project . Except where it is
the result of Lender’s gross negligence or willful misconduct, (a) Borrower shall protect,
indemnify, and save harmless Lender, its em ployees, agents and representatives against
and from all claims incurred by, or asserted or imposed against, any of them, and any
loss or expense (including all Attorneys’ Fees and Costs) in connection therewith, due to
Lender’s participation in the financing of th e Project, any accident, injury (including
death) or damage to any Person or property, however caused, resulting from, connected
with or growing out of any act of commission or omission of Borrower, or any agents,
assignees, contractors or subcontractors of Borrower, or any use, nonuse, possession,
occupation, condition, operation, service, design, construction, acquisition, maintenance
or management of, or on, or in connection with, the Project, until this Agreement is
terminated, regardless of whether the claims are against or are sustained by Lender, it
employees, its agents or its representatives; (b) Lender shall not be liable for any damage
or injury occurring during the Loan term to Persons or property of Borrower or any of its
agents or any other Person who or which is on the Property, and Borrower hereby releases
Lender from, and agrees that Lender shall not be liable for, and Borrower, jointly and
severally, shall hold Lender harmless from, any such liability; and (c) Borrower, jointly
and severally, may, and if so requested by Le nder, shall undertake to defend, at its sole
expense, all claims brought against Lender or any of Lender’s employees, agents or
representatives in connection with any of the matters me ntioned in this subsection,
provided that Lender gives Borrower timely No tice of and forwards to Borrower every
demand, notice, summons or ot her process received concer ning any claim within the
purview hereof.
Loan Agreement (Revised Jan. 2023) 34
13.3.2. Approvals of Project . No inspections or approvals of the
Project by Lender during or after construction shall constitute a warranty or
representation by Lender or any of its agents as to the technical sufficiency, adequacy or
safety of any structure or any of its com ponent parts, including any fixtures, equipment
or furnishings, and such approvals or inspections shall not constitute such a warranty or
representation as to the subsoil conditions or any other physical condition or feature
pertaining to the Project. All acts, including an y failure to act, relating to the Project by
any agent, representative or designee of Le nder are performed solely for the benefit of
Lender to assure repayment of the Loan, and are not for the benefit of Borrower or any
other Person.
13.4. Nonassignability. Neither the Loan nor any di sbursement thereunder may be
assigned by Borrower without Lender’s prior wr itten consent. Neither the Loan nor any
disbursements thereunder shall be subject to the process of any court on legal action by or against
Borrower or its principals, offi cers, directors or shareholders or by or against anyone claiming
under or through Borrower or its principals, offic ers, directors or shareholders. For purposes of
this Agreement, the Loan shall remain in the cust ody of Lender until Borrower complies with all
provisions hereof, except that nothing herein shall be deemed to modify, affect or subordinate the
obligations heretofore given or to be given by Borrower as security for the Loan, all of which shall
be and remain in full force and effect, this Ag reement being intended only as additional security
and protection for the Loan and to assure its use for the purposes intended by Lender.
13.5. Liability of Lender . All conditions of the oblig ations of Lender hereunder,
including any obligation to make disburseme nts under the Loan, are imposed solely and
exclusively for the benefit of Lender and its successors and assigns, and no other Person shall have
standing to require satisfaction of such conditions in accordance with its terms or be entitled to
assume that Lender will refuse to disburse sums under the Loan in the absence of strict compliance
with any and all thereof. No other Person shal l, under any circumstances, be deemed to be a
beneficiary of such conditions, any and all of which may be freely wa ived in whole or in part by
Lender at any time if in its discretion it deems it desirable to do so.
13.6. No Partnership, Joint Venture, Agency. Borrower and Lender acknowledge that
the relationship between them created hereby and by the other Loan Documents is that of debtor
and creditor and is not intended to be and shall not in any way be construed to be that of a
partnership, joint venture, or principal and agent.
13.7. Waiver of Jury Trial/ Service of Process/ Court Costs . Borrower and Lender
agree that any lawsuit between Lender and Borrower shall be decided by a judge, without a
jury. Borrower agrees to pay all court costs and Attorneys’ Fees and Costs incurred by Lender in
connection with successfully enforcing any pr ovision of this Agreement. Borrower hereby
irrevocably designates Registered Agent, as the true and lawful attorney of Borrower for the
purpose of receiving service of all legal notices and process issued by any court in the District of
Columbia as well as service of all pleadings and other documents related to any legal proceeding
or action arising out of this Agreement. Notwithstanding the above, Borrower shall have the right
to change its Registered Agent, in which event Borrower shall give written notice to Lender of any
such change, including a current address.
Loan Agreement (Revised Jan. 2023) 35
13.8. No Third Party Beneficiaries. The terms and provisions of this Agreement are for
the benefit of the parties heret o, and no other person shall have any right or cause of action on
account hereof.
13.9. Counterparts. This Agreement may be signed in counterparts, any of which
together with all executed signature pages shall constitute a fully executed and binding agreement.
13.10. Notices. All notices, requests and demands on the respective parties hereto (each,
a “Notice”) shall be given in writing, and deemed to have been given three (3) business days after
having been sent to Lender or Bo rrower, as applicable, at its re spective address listed below, by
regular and certified US mail, or one (1) busines s day after having been delivered by courier or
overnight delivery service to the appropriate party at the address listed below and with receipt for
delivery or refusal of delivery. Copies of notices to the entities listed below to receive copies shall
be sent by regular mail or elect ronic mail. Any party or entity ma y change its address to receive
notice or copies thereof by sending a written notice of the change to all other parties or entities
listed below.
If to Lender: D.C. Department of Housing and
Community Development
1909 Martin Luther King Jr. Avenue, S.E.
Washington, D.C. 20020
Attn: Director
with copy to: D.C. Department of Housing and
Community Development
1909 Martin Luther King Jr. Avenue, S.E.
Washington, D.C. 20020
Attn: General Counsel
If to Borrower: 2229 M Street NE Owner LLC
1730 7th St, NW
Washington, DC 20001
with copy to: Arnall Golden Gregory LLP
2100 Pennsylvania Avenue, NW Suite 3505 Washington, DC,
20037
Attn: Kelly B. Bissinger, Esq.
and to: THC Affordable Housing Inc.
1322 Main Drive NW
Abrams Hall
Washington, DC 20012
Klein Hornig LLP
1325 G Street NW, Suite 770
Washington, DC 20005
Attn: Eric Herrmann, Esq.
Loan Agreement (Revised Jan. 2023) 36
13.11. Amendment. This Agreement may be amended, and Borrower may take any action
herein prohibited, or omit to perform any act re quired to be performed by Borrower, only if
Borrower obtains Lender’s prior written consent to such amendment, action or omission to act.
13.12. Survival of Agreements . All agreements, covenants, representations and
warranties of Borrower made in this Agreement shall survive the execution and delivery of this
Agreement and the other Loan Documents, an d the making of all disbursements hereunder,
regardless of any investigation made by or on behalf of Lender.
13.13. Entire Agreement; Successors and Assigns; Time of Essence . This Agreement
and the other Loan Documents contain the entire terms of the agreement with respect to the Loan,
and no representations, inducements, promises or agreements between Borrower and Lender not
set forth herein or in the other Loan Documents shall be of any force or effect. This Agreement
shall be binding on and shall inure to the benefit of Borrower, jointly a nd severally, and Lender
and their respective successors and Lender’s assigns, whether so expressed or not. Time is of the
essence under this Agreement.
13.14. Severability. If any one or more terms of th is Agreement or the other Loan
Documents are deemed to be invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaini ng terms herein or therein shal l not be affected or impaired
thereby, and shall be enforceable to the maximum extent permitted by law.
13.15. Descriptive Captions; Headings . The captions and head ings of the sections,
subsections and paragraphs of this Agreement ar e for the convenience of reference only, and are
not considered to be a part hereof and shall not limit or otherwise affect any of the terms hereof.
13.16. Construction. As used herein, all references ma de (i) in the neuter, masculine or
feminine gender shall be deemed to have been made in all such genders, (ii) in the singular or
plural number shall be deemed to have been made , respectively, in the pl ural or singular number
as well, and (iii) to any sect ion, subsection, paragraph or subp aragraph shall be deemed, unless
otherwise expressly indicated, to have been made to such se ction, subsection, paragraph or
subparagraph of this Agreement.
13.17. Governing Law. The law of the District of Columbia (ignoring its conflicts of laws
principles) shall govern the interpretation, perfor mance and enforcement of this Agreement. All
citations to legislation herein shall mean for such legislation as of the date hereof, and as may be
amended from time to time in the future.
13.18. Conflict with Pr ogram Requirements . In the event of a conflict between this
Agreement and the Program Requirements, the Program Requirements shall control.
[Remainder of page intentionally left blank]
Loan Agreement (Revised Jan. 2023) 37
IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be
executed and delivered as of the date first above written.
LENDER:
DISTRICT OF COLUMBIA, a municipal
corporation, acting by and through the
DEPARTMENT OF HOUSING AND
COMMUNITY DEVELOPMENT
By: _________________________
Colleen Green
Director
Approved as to Legal Sufficiency:
By ____________________________
Gita F. Sankano
Assistant General Counsel
[Signatures continue on following page]
Loan Agreement (Revised Jan. 2023) 38
BORROWER:
2229 M STREET NE OWNER LLC,
a District of Columbia limited liability company
By: 2229 M Street NE MM LLC, a District of
Columbia limited liability company, its managing
member
By: THCAH – 2229 M L.L.C., a District
of Columbia limited liability company, its
managing member
By: THC Affordable Housing
Inc., d/b/a Housing Up Development,
a District of Columbia nonprofit
corporation, its sole member
By:
Mercedes Lemp
President and CEO
BY: LWH 2229 M LLC, a District of
Columbia limited liability company, its non-
managing member
By: Lincoln-Westmoreland Housing
Inc., a District of Columbia nonprofit
corporation, its sole member
By:
Dahn Warner
Authorized Representative

Loan Agreement (Revised Jan. 2023) 38
BORROWER:
2229 M STREET NE OWNER LLC,
a District of Columbia limited liability company
By: 2229 M Street NE MM LLC, a District of
Columbia limited liability company, its managing
member
By: THCAH – 2229 M L.L.C., a District
of Columbia limited liability company, its
managing member
By: THC Affordable Housing
Inc., d/b/a Housing Up Development,
a District of Columbia nonprofit
corporation, its sole member
By:
Mercedes Lemp
President and CEO
BY: LWH 2229 M LLC, a District of
Columbia limited liability company, its non-
managing member
By: Lincoln-Westmoreland Housing
Inc., a District of Columbia nonprofit
corporation, its sole member
By:
Dahn Warner
Authorized Representative

A-1
EXHIBIT A
SUMMARY OF LOAN TERMS
SUMMARY OF LOAN TERMS AND PROJECT DETAILS
Project Name:
Borrower Name:
Project Address:
2229 M Street NE
2229 M Street NE Owner LLC
2229 M Street NE
DHCD Project Manager: Bernard Guzman
Funding Round: 2023
Funding Description
Gap Funding Amount: Amount not to exceed $30,989,003
Tax Credit Allocation: $1,100,000 9% LIHTC
Loan or 9% LIHTC
Increase Approved:
Funding Source(s):
Product Type:
Eligible Purpose and
Uses:
Increase from Application: $12,255,902
Percentage Increase from Application: 65%
X Housing Production Trust Fund (HPTF)
__ HOME Investment Partnerships Program (HOME)
__ Community Development Block Grant Program (CDBG)
__ National Housing Trust Fund (NHTF)
__ Department of Behavioral Health (DBH)
__ CDBG-Section 108 Loan Guarantee Program
__ Other [Specify]
_X_ Loan repayable from Net Cash Flow
__ Grant
X Acquisition (including refinancing an acquisition loan)
X Soft Costs, including Predevelopment and Financing Costs
X New Construction - Hard Costs
__ Rehabilitation - Hard Costs
__ Cash Collateralization of Tax-Exempt Bonds
__ Critical Repairs (only select if acquisition financing only)
__ Other HPTF or federally-eligible costs as defined in the
Development Project Budget (Form 202) [Specify]
x Funds may be used to reimbur se predevelopment and acquisition
costs at DFD’s discretion, regardless of when the costs were
incurred.
x Elig ible uses must be identified and approved in the Form 202.
x Draw schedule will be established prior to the Closing Date.
Loan Term: 42 years from the Closing Date
Interest Rate: 3% simple interest
Accrual starts on the Closing Date on amounts drawn down

2
Construction/Stabilization
Period:
24 months for construction plus 8 months for stabilization,
including lease-up and conversion
Retainage Amount: $3,098,900 [The lesser of ten percent (10%) of the
construction contract or ten percent (10%) of the Loan amount]
Repayment Start: Commences on May 1 of calendar year after the projected Placed in
Service date (or comparable documentation is projected to be received),
subject to Net Cash Flow waterfall in Deed of Trust Note
Repayment Source: The Loan is to be repaid from Net Cash Flow and proceeds resulting
from any Capital Transaction, as set forth in the Loan Documents and
Borrower’s organizational documents.
Recourse: Non-recourse
Collateral Position: Second priority deed of trust on the Property and Project, including all of
Borrower’s right, title and interest in the land, improvements, rents and
leases, fixtures, personalty and all collateral located on or used in
connection with the Project.
Tax-Exempt/Taxable
Bonds/ State and Federal
LIHTC:
__ 4% Low Income Housing Tax Credits (LIHTC) – Amount: [$X]
_X_ 9% Low Income Housing Tax Credits (LIHTC) – Amount:
$1,100,000
_X_ State Low Income Housing Tax Credits (DC LIHTC) – Amount:
$2,7500,000
__ Short-term Bonds – Estimated Amount: [$X]
__ Long-term Bonds – Estimated Amount: [$X]
__ None
Other Subsidies Awarded
Through RFP:
_X_ Local Rent Supplement Program (LRSP)
__ Annual Contributions Contract (ACC) (Public Housing Operating
Subsidy)
__ Department of Human Services (DHS) Permanent Supportive
Housing (PSH) Case Management Supportive Services
__ Other: [Specify]
Other Non-RFP or
Existing Subsidies:
__ Section 8 Project-Based Subsidy (i.e., PBV or PBRA HAP contract)
__ Rental Assistance Demonstration (RAD) conversion or transfer of
assistance
__ Annual Contributions Contract (ACC) (Public Housing Operating
Subsidy)
__ Department of Behavioral Health operating subsidy
__ Nonprofit Affordable Housing Developer Tax Relief
__ Other: [Specify]
District Land: ___ PADD ____ DMPED
Project Description/Application Commitments
Project Type: _X_ Production __ Preservation __ Preservation and Production
__ Net New Units Totaling [#X]
__ Rental ___ Homeownership __ Limited Equity Cooperative
Total Units in Project: 92 units
Total Affordable Units in
Project:
92

3
LIHTC Set-Aside
Election:
__ 40% of Units at 60% MFI
__ 20% of units at 50% MFI
_X_ Average Income (See Average MFI in Table 2)
__ N/A
Affordability Period
Restriction:
HPTF:
_X_ Perpetual __ 99 years __ 62 years __ 52 years __ 42 years
x Commences on the Closing Date
The Affordability Period shall be automatically extended if necessary, to
insure that it will not be less than forty (40) years (or the above
committed affordability period) from the Placed in Service Date
Leverage: $4,340,511Minimum Deferred Developer Fee Commitment
$322,252_Minimum Sponsor Loan/Other Owner Subsidy Commitment
$______________Other: [Specify]
[51% DHCD Participation (Overall leverage) $336,837 per unit

Unit Affordability Mix
and Applicable
Program(s):
See table below
Mixed-Income: Inclusion of 20%+ Market Rate Units: ___ Yes X___ No
Minimum of 10% of units in three of the following income categories:
___ Yes ___ No
x 0 percent to 30 percent MFI: 26 %
x 31 percent to 50 percent MFI: 63 %
x 51 percent to 80 percent MFI: 10%
x Market-rate (unrestricted, unsubsidized): [__] %
Permanent Supportive
Housing (PSH):
_X_ 20% __ 10% __5% [X] PSH units
__ None __ Other: [Specify]
_X_ DBH Units

Family-Oriented Units: 25% 2+ Bedroom units 0% 3+ Bedroom units
Programs to Address
Additional Barriers to
Housing:
___ Returning citizens
___ Households of unknown immigration status
___ Residents with developmental or intellectual disabilities
___ Residents with diverse language needs
___ Youth aging out of foster care
___ Housing for Persofns With AIDS
___ Other (Describe):
Housing for Older Adults: ___ Assisted Living that accommodates seniors and people with
disabilities
___ Independent Living that accommodates seniors and people with
disabilities
__X_ Age restricted housing 55+
___ Age restricted housing 62+

4

Homeownership and
Wealth-Building :
___ Immediate homeownership opportunities

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

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

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

5
Budget Source (check all that apply): ___ Developer Fee ___
Fundraising ___ Operating Budget __X_ Developer Equity
Services Offered (check all that apply):
__X__ Training & Educational Programming – Academic and
Economic Empowerment
__X__ Training & Educational Programming – Environment, Health
and Wellness
____ Resident Involvement and Organizational Capacity-Building
____ Onsite Daycare Services
Community-Oriented
Amenities:
Community Amenities (check all that apply):
____ High Speed Internet (at least 5 years at no charge; entire building)
____ Playground ____ Daycare/Preschool
__X__ Community/Multi-purpose Room ____ Fitness Center
____ Onsite Grocer/Farmers Market/Food Provision/Garden
____ Health Facility Onsite
____ In-unit washer/dryer
Other Project Features: ____Commercial Space(s): ______ SF
____Resident/Community Amenity Spaces: ____________ SF
__X__ Parking Spaces 17 spaces
____ Other: [Describe]
____ Utilization of Condo or Tax Lot Regime for Ineligible Uses
Additional Explanation: __________________________________
Development Team Members
Developer/Sponsor: Developer/Sponsor 1: Housing Up
Developer/Sponsor 2: Lincoln Westmoreland Inc.
General Contractor: Hamel Builders
Architect: MODE4
Management Agent: Faria Management
Development Consultant: N/A
Construction Manager: EquityPlus, LLC
Supportive Services
Provider (PSH):
JayDot
Resident Services
Provider (Property-wide):
JayDot
Other:
Conditions
Standard Conditions: 1. Compliance with all applicable regulations and requirements,
including but
not limited to OPM clearance, Council approval, and
standard DHCD due diligence items.
2. Loan Right-
sizing. The Loan is a not-to-exceed amount intended to
provide the minimum gap financing needed to complete the Project
after taking into consideration the additional sources of financing,

6
including maximized debt, equity, income and grants, and any
Project budget savings due to unspent contingency funds or other
cost savings. The Loan will be right-sized prior to the Closing Date
and after the Closing Date as follows:

A. Prior to the Closing Date:

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

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

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

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

B. After the Closing Date:

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

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

7

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

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

4. Repayment Related Requirements.

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

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

C. Net Capital Proceeds Waterfall. For the distribution of net
proceeds resulting from any Capital Transaction, Lender
requires that the first priority in the waterfall be payment of any

8
debts owed by Borrower in order of lien priority/recording
order, except those due to the partners/members of Borrower
and/or their affiliates.
Special Conditions: 1.
Definitions
Capital Contribution: The amount of money or the fair market value of other property
contributed to Borrower by its members/partners in accordance with the
Borrower’s organizational documents.

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

9
fiscal year; reasonable monthly reserves for insurance premiums; and
required deposits into the replacement reserve and other reserves or
escrow accounts.

The term “Operating Expenses” shall not include any of the following:
depreciation, amortization, depletion or other non-cash expenses; must-
pay debt service; all costs, liabilities and expenses associated with
acquiring, constructing/rehabilitating, developing or operating the
Project, including, but not limited to, those costs reflected in the Form
202 and including payment of the developer fee (net of any deferred
developer fee), which have been incurred to (i) acquire the Project, (ii)
achieve the Placed in Service Date, (iii) remedy any defects in the
construction of the Project and/or any variance in construction from the
Plans and Specifications that is discovered within one (1) year after
initial occupancy of all of the housing units or should have been
discovered within such time period and is discovered not later than three
(3) years after initial occupancy of all of the housing units, (iv) all
Operating Expenses and must-pay debt service attributable to the period
prior to the Permanent Loan Closing Date, (v) the initial funding of any
required reserves and escrows in the amounts approved by Lender as of
the Closing Date, and (vi) achieve conversion to permanent financing;
and any other fees or payments contingent on available Net Cash Flow.
Operating Revenue: All actual collected revenue received from rents, lease payments, and all
other sources (including any release of funds from reserves or escrows),
but excluding tenant security or other deposits (except to the extent
forfeited to Borrower); Capital Contributions and interest thereon;
proceeds from Capital Transactions; interest earned on reserves not
available for distribution; and net proceeds of any insurance (including
rental loss or interruption insurance), other than fire and extended
coverage and title insurance, to the extent not used for rebuilding of the
Project.
Placed in Service Date: the date that the Project receives a certificate of occupancy from the
District of Columbia government certifying that the development of the
Project is complete and the Project can be occupied by tenants. In the
event that the Project does not need a certificate of occupancy to be
occupied by tenants, then the Placed in Service Date shall be the date of
substantial completion of the Project as certified by the Project architect.

Regulatory Agreement
Section 50 Parties:
Identity of Interest
Management Company:
Lincoln-Westmoreland
Housing Inc.
None
2229 M Street NE,
Washington, D.C. 20002
FHA # 000-38025
2229 M Street NE Owner LLC (DC)
EIN: [______]
Borrower
THC Affordable Housing Inc. (d/b/a
Housing Up)
(DC nonprofit corporation)
EIN: 20-3149168
(100% Sole Member)
THCAH - 2229 M LLC (DC)
EIN: 99-1734455
2229 M Street NE MM LLC
51% Managing Member
2229 M Street NE Class B LLC
9.77% Non-Managing Member
LWH 2229 M LLC (DC)
EIN: [________]
2229 M Street NE MM LLC
49% Non-Managing Member
2229 M Street NE Class B LLC
90.23% Managing Member
2229 M Street NE MM LLC
(DC)
EIN: 88-0621102
0.001% Managing Member
Red Stone Equity –Fund 111 Limited
Partnership (DE)
EIN: 99-0941601
99.99% Tax Credit Investor
(Federal)
Red Stone Equity Manager LLC
(DE)
EIN: 26-0150434
0.001% Special Investor Member
Prepared By:
Ari D. Cohen, Esq
Arnall Golden Gregory LLP
2100 Pennsylvania Ave NW,
Suite 350
Washington, DC 20037
202.677.4963
ari.cohen@agg.com
Preparation Date:
June 17, 2024
2229 M STREET NE, WASHINGTON, DC
FHA # 000-38025
BORROWER ORGANIZATIONAL CHART AT INITIAL CLOSING
Lincoln-Westmoreland Housing Inc.
(DC nonprofit corporation)
EIN: 52-0894269
(100% sole member)
2229 M Street NE Class B LLC
(DC)
EIN: 99-1970698
0.008% Class B/Non-Managing
Member
B-1
EXHIBIT B
PROJECT BUDGET
Source Amount $/Unit $/SF % Use Amount $/Unit $/SF %
Gershman Construction Loan 13,209,456.08 $ 143,581 $ 198.06 $ 25.23% Total Acquisition Costs 7,400,000 $ 80,435 $ 110.96 $ 14.14%
DHCD 30,989,003 $ 336,837 $ 464.65 $ 59.20% Total Construction Costs 36,058,064 $ 391,935 $ 540.66 $ 68.88%
Other District Sources - $ - $ 0.00% Total Soft Costs 4,216,041 $ 45,827 $ 63.22 $ 8.05%
Other Const Debt Sources 7,056,504.05 $ 76,701 $ 105.81 $ 13.48% Total Financing Costs 4,372,595 $ 47,528 $ 65.56 $ 8.35%
Federal LIHTC Equity 1,091,736.53 $ 11,867 $ 16.37 $ 2.09% Total Developer's Fee 300,000 $ 3,261 $ 4.50 $ 0.57%
DC LIHTC Equity - $ - $ 0.00% Total Reserves and Escrows - $ - $ 0.00%
Solar ITC EquityOther Const Equity Sources - $ - $ 0.00%
Total Construction Sources 52,346,700$ 568,986 $ 784.89 $ 100.00% Total Construction Uses 52,346,700$ 568,986 $ 784.89 $ 100%
Source Amount $/Unit $/SF % Use Amount $/Unit $/SF %
Senior Loan Amount (1st DOT) 13,209,456 $ 143,581 $ 198.06 $ 22.07% Total Acquisition Costs 7,400,000 $ 80,435 $ 110.96 $ 12.36%
Mezz/Supplemental Debt (Must Pay) - $ - $ - $ 0.00% Total Construction Costs 36,058,064 $ 391,935 $ 540.66 $ 60.24%
Deferred Developer Fee 3,486,779 $ 37,900 $ 52.28 $ 5.83% Total Soft Costs 4,216,041 $ 45,827 $ 63.22 $ 7.04%
Solar ITC Equity/Green Building Sources 43,500$ 473 $ 0.65 $ 0.07% Total Financing Costs 5,247,595 $ 57,039 $ 78.68 $ 8.77%
Other Residential Debt/Grants 1,210,000 $ 13,152 $ 18.14 $ 2.02% Total Developer's Fee 6,138,558 $ 66,723 $ 92.04 $ 10.26%
Federal LIHTC Equity 9,570,000 $ 104,022 $ 143.49 $ 15.99% Total Reserves and Escrows 795,846 $ 8,650 $ 11.93 $ 1.33%
DC LIHTC Equity 1,347,365 $ 14,645 $ 20.20 $ 2.25%
Other Equity Sources -
$ - $ - $ 0.00%
Maximum DHCD Loan 30,989,003 $ 336,837$ 464.65 $ 51.77%
Total Permanent Sources 59,856,104$ 650,609.82 $ 897.49 $ 100.00% Total Permanent Uses 59,856,104$ 650,610 $ 897.49 $ 100.00%
CONSTRUCTION SOURCES AND USES
PERMANENT SOURCES AND USES
SUMMARY SOURCES AND USES OF FUNDS
DHCD Form 202 (2023v3)
DATE: June 11 , 2026
PROJECT NAME: 2229 M Street NE DEVELOPER NAME: 2229 M St reet NE Owner LLC
SOURCES Detail on Sources/Uses Total Sources and Uses
(Current)
% in LIHTC
Eligible Basis DFD Underwriting Requested Changes DFD Per Unit DFD Per Sq. Foot
Senior Loan Amount (1st DOT) $13,209,456 $13,209,456 $0 $0
Mezz/Supplemental Debt (Must Pay) $0 $0 $0 $0
Deferred Developer Fee $3,486,779 $3,486,779 $0 $0
Solar ITC Equity/Green Building Sources $43,500 $43,500 $0 $0
Other Residential Debt/Grants $1,210,000 $1,210,000 $0 $0
Federal LIHTC Equity $9,570,000 $9,570,000 $0 $0
DC LIHTC Equity $1,347,365 $1,347,365 $0 $0
Other Equity Sources $0 $0 $0
$0 $0 $0 $0
Maximum DHCD Loan $30,989,003 $30,989,003 $0 $0
$0 $0 $0
Total Sources of Funds $59,856,104 $0 $59,856,104 $0 $0
ACQUISITION
Building Acquisition $0 100% $0 $0 $0
Land Acquisition $7,400,000 0% $7,400,000 $0 $0
DHCD Land Acq Loan $0 0% $0 $0 $0
PUD Proffer Costs $0 0% $0 $0 $0
Other Acquisition Costs 3 $0 0% $0 $0 $0
Other Acquisition Costs 4 $0 0% $0 $0 $0
Other Acquisition Costs 5 $0 0% $0 $0 $0
Total Acquisition Costs$7,400,000 0% $0 $7,400,000 $0 $0
CONSTRUCTION
Construction Costs $30,131,466 100% $30,131,466 $0 $0
Site work (Incl. Public Work) $0 100% $0 $0 $0
Environmental Remediation $0 100% $0 $0 $0
Profit $1,205,259 100% $1,205,259 $0 $0
Overhead $602,629 100% $602,629 $0 $0
General Conditions/Requirements $1,923,695 100% $1,923,695 $0 $0
Builders Risk Insurance $150,657 100% $150,657 $0 $0
Bond Premium $158,016 100% $158,016 $0 $0
Contingency $1,717,051 75% $1,717,051 $0 $0
Cost Cert $20,000 100% $20,000 $0 $0
GL Insurance $149,291 100% $149,291 $0 $0
Other Construction Cost 3 $0 100% $0 $0 $0
Other Construction Cost 4 $0 100% $0 $0 $0
Other Construction Cost 5 $0 100% $0 $0 $0
Total Construction Costs$36,058,064 99% $0 $36,058,064 $0 $0
SOFT COSTS
Architect & Engineer $1,450,000 100% $1,450,000 $0 $0
Architect & Engineer Supervision $200,000 100% $200,000 $0 $0
A&E Reimbursables (Cost Review, LEED) $0 100% $0 $0 $0
Owner's Rep (Construction Monitoring) $717,641 100% $717,641 $0 $0
Borrower Legal $750,000 100% $750,000 $0 $0
Appraisal $18,400 100% $18,400 $0 $0
Permits and Tap Fees (Incl Expediter) $500,000 100% $500,000 $0 $0
Market Study $15,000 100% $15,000 $0 $0
Environmental & Soil Reports $25,000 100% $25,000 $0 $0
Testing and Inspection $25,000 100% $25,000 $0 $0
Title, Transfer and Recordation $100,000 100% $100,000 $0 $0
Interim Insurance $0 100% $0 $0 $0
Interim Taxes $0 100% $0 $0 $0
Accounting Fees & Cost Certification $50,000 100% $50,000 $0 $0
Marketing $50,000 100% $50,000 $0 $0
Survey $15,000 100% $15,000 $0 $0
FFE $100,000 100% $100,000 $0 $0
Tenant Improvements $0 100% $0 $0 $0
Utility Connection Fees $0 100% $0 $0 $0
Soft Cost Contingency $100,000 50% $100,000 $0 $0
Other Soft Cost 1 $0 100% $0 $0 $0
Solar Costs $100,000 100% $100,000 $0 $0
Other Soft Cost 3 $0 100% $0 $0 $0
Other Soft Cost 4 $0 100% $0 $0 $0
Other Soft Cost 5 $0 100% $0 $0 $0
Total Soft Costs$4,216,041 99% $0 $4,216,041 $0 $0
DCHFA FINANCING COSTS
DCHFA Bond Application Fee $0 0% $0 0 $0
DCHFA McKinney Application Fee $0 100% $0 0 $0
DCHFA McKinney Financing Fee $0 100% $0 0 $0
DCHFA Financing Fee $0 0% $0 0 $0
DCHFA Construction Monitoring Fee $0 100% $0 0 $0
DCHFA QPP Fee $0 0% $0 0 $0
DCHFA Issuer's Counsel Fee $0 0% $0 0 $0
DCHFA Issuer Fee (ST Bonds) $0 100% $0 0 $0
DCHFA Issuer Fee (LT Bonds) $0 0% $0 0 $0
DCHFA LIHTC Allocation Fee $0 0% $0 0 $0
McKinney Interest $0 100% $0 0 $0
Total DCHFA Financing Costs $0 #DIV/0! $0 $0 0 $0
OTHER FINANCING COSTS
DHCD LIHTC Allocation Fee $110,000 0% $110,000 0 $0
DC LIHTC Fee $27,500 0% $27,500 0 $0
Bond Counsel $0 0% $0 0 $0
Bond Purchaser's Counsel $0 100% $0 0 $0
Underwriter Fee $0 100% $0 0 $0
Underwriter's Counsel $0 100% $0 0 $0
Trustee Setup Fee/Legal $0 0% $0 0 $0
Rating Agency/Printing Fee $0 100% $0 0 $0
Negative Arbitrage $0 100% $0 0 $0
Tax Credit Fees/Legal $75,000 0% $75,000 0 $0
Construction Period Intererst Capitalized $1,750,000 50% $1,750,000 0 $0
Construction LoC Fee $0 100% $0 0 $0
Construction LoC Annual Fee $0 100% $0 0 $0
Construction Lender's Fee $78,000 100% $78,000 0 $0
Construction Lender's Counsel $50,000 100% $50,000 0 $0
Construction Lender's Inspection Fee $0 100% $0 0 $0
Conversion Fee $0 100% $0 0 $0
Permanent Lender Financing Fee $132,095 0% $132,095 0 $0
Permanent Lender Inspection Fee $25,000 0% $25,000 0 $0
Permanent Lender Counsel Fee $75,000 0% $75,000 0 $0
Financial Advisor $350,000 0% $350,000 0 $0
Cash Flow Verification Analyst $0 100% $0 0 $0
GIC Brokerage Fee $0 100% $0 0 $0
Predevelopment Lender Fees/Interest $2,350,000 100% $2,350,000 0 $0
Financing Contingency $75,000 25% $75,000 0 $0
FHLB Costs $150,000 25% $150,000 0 $0
Other Financing Cost 2 $0 25% $0 0 $0
Other Financing Cost 3 $0 0% $0 0 $0
Other Financing Cost 4 $0 0% $0 0 $0
Other Financing Cost 5 $0 0% $0 0 $0
Total Other Financing Costs$5,247,595 65% $0 $5,247,595 $0 $0
DEVELOPER FEE
Fee on Non-Acquisition Costs $5,768,558 100% $5,768,558 0 $0
Fee on Acquisition Costs $370,000 100% $370,000 0 $0
Total Developer Fee$6,138,558 100% $0 $6,138,558 $0 $0
RESERVES AND ESCROWS
Operating Reserve $334,924 100% $334,924 0 $0
Lease Up Reserve $0 100% $0 0 $0
Replacement Reserve Deposit (Initial Payment)$27,600 100% $27,600 0 $0
Debt Service Reserve $433,322 100% $433,322 0 $0
Resident Services Reserve $0 100% $0 0 $0
Other Reserve 2 $0 100% $0 0 $0
Other Reserve 3 $0 100% $0 0 $0
Other Reserve 4 $0 100% $0 0 $0
Other Reserve 5 $0 100% $0 0 $0
Total Reserves and Escrows$795,846 100% $0 $795,846 $0 $0
TOTAL USES OF FUNDS $59,856,104 84% $0 $59,856,104 $0 $0
DHCD UNDERWRITING BUDGET WITH SOURCES AND USES
DHCD Form 202 (2023 v2) 1
C-1
EXHIBIT C
CONSTRUCTION DRAW SCHEDULE
Period/Milestone Closing Budget Closing
M o n t h 0 123456789 1 0 1 1 1 2
Date 7/1/26 8/31/26 9/30/26 10/31/26 11/30/26 12/31/ 26 1/31/27 2/28/27 3/31/27 4/ 30/27 5/31/27 6/ 30/27 7/31/27
Development Uses
Total Acquisition Costs 7,400,000 7,400,000$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Total Construction Costs 34,341,013 -$ 1,907,834$ 1,907,834 $ 1,907,834 $ 1,907,834 $ 1,907,834 $ 1,907,834 $ 1,907,834 $ 1,907,834 $ 1,907,834 $ 1,907,834 $ 1,907,834 $ 1,907,834 $
Total Soft Costs 4,216,041 4,216,041$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Total DCHFA Financing Costs 0 -$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Total Other Financing Costs 5,247,595 3,497,595$ 10,413 $ 19,338 $ 27,767 $ 36,692 $ 45,617 $ 65,497 $ 66,984 $ 68,472 $ 69,959 $ 71,447 $ 72,934 $ 74,422 $
Total Developer's Fee 6,138,558 613,856$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Total Reserves and Escrows 795,846 -$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Contingency 1,717,051 -$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Retainage - $ (95,392)$ (95,392) $ (95,392) $ (95,392) $ (95,392) $ (95,392) $ (95,392) $ (95,392) $ (95,392) $ (95,392) $ (95,392) $ (95,392) $
TOTAL USES 59,856,104$ 15,727,492 $ 1,822,855 $ 1,831,780 $ 1,840,209 $ 1,849,134 $ 1,858,059 $ 1,877,939 $ 1,879,427 $ 1,880,914 $ 1,882,402 $ 1,883,889 $ 1,885,377 $ 1,886,864 $
Bridge/Construction Sources
Construction Loan 300,000$ 300,000 $ 300,000 $ 300,000 $ 300,000 $ 300,000 $
SUBTOTAL -$ - $ - $ - $ - $ - $ - $ - $ 300,000$ 300,000 $ 300,000 $ 300,000 $ 300,000 $ 300,000 $
Permanent Sources - Residential
Perma Loan 13,209,456 2,100,000$ 1,800,000 $ 1,700,000 $ 1,800,000 $ 1,800,000 $ 4,009,456 $ -$ - $ - $
DHCD 30,989,003 7,400,000$ - $ - $ - $ - $ - $ 400,000$ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000 $
LIHTC Equity 10,917,365 2,183,473$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Developer Loans/Deferred Fee 3,486,779 -$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Permanent Sources - Nonresidential
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
SUBTOTAL 58,602,604$ 11,683,473 $ - $ 1,800,000$ 1,700,000 $ 1,800,000 $ 1,800,000 $ 4,409,456 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000 $
TOTAL SOURCES 58,602,604$ 11,683,473 $ - $ 1,800,000$ 1,700,000 $ 1,800,000 $ 1,800,000 $ 4,409,456 $ 1,800,000 $ 1,800,000 $ 1,800,000 $ 1,800,000 $ 1,800,000 $ 1,800,000 $
SOURCES less USES (1,253,500)$ (4,044,019) $ (5,866,874) $ (5,898,653) $ (6,038,862) $ (6,087,997) $ (6,146,056) $ (3,614,539) $ (3,693,965) $ (3,774,880) $ (3,857,281) $ (3,941,171) $ (4,026,547) $ (4,113,412) $
DHCD ` 7,400,000 7,400,000 7,400,000 7,400,000 7, 400,000 7,400,000 7,800,000 9, 300,000 10,800,000 12,300,000 13, 800,000 15,300,000 16,800,000
PROJECTED DRAW SCHEDULE
DHCD Form 202 (2023 v3)
Period/Milestone
Month
Date
Development Uses
Total Acquisition Costs
Total Construction CostsTotal Soft CostsTotal DCHFA Financing CostsTotal Other Financing CostsTotal Developer's FeeTotal Reserves and EscrowsContingency
Retainage
TOTAL USES
Bridge/Construction Sources
Construction Loan
SUBTOTAL
Permanent Sources - Residential
Perma Loan
DHCD
LIHTC EquityDeveloper Loans/Deferred Fee
Permanent Sources - Nonresidentia
l
SUBTOTAL
TOTAL SOURCESSOURCES less USES
DHCD
Total Balance
13 14 15 16 17 18 19 20 21 22 23 24
8/31/27 9/30/27 10/31/27 11/30/27 12/31/27 1/31/28 2/29/28 3/31/28 4/30/28 5/31/28 6/30/28 7/31/28
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 7,400,000 0
1,907,834$ 1,907,834 $ 1,907,834 $ 1,907,834 $ 1,907,834 $ 1,907,834 $ - $ - $ - $ - $ - $ - $ 34,341,013 0
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 4,216,041 0
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 0 0
75,909$ 77,397 $ 79,876 $ 82,355 $ 84,834 $ 87,314 $ 98,222 $ 109,130 $ 120,039 $ 120,039 $ 120,039 $ 0 $ 5,182,289 65,306
-$ - $ - $ - $ - $ - $ - $ 613,856$ - $ - $ - $ 4,910,847$ 6,138,558 0
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 795,846$ 795,846 0
-$ - $ - $ - $ - $ - $ - $ 1,717,051$ - $ - $ - $ 1,717,051 0
(95,392)$ (95,392) $ (95,392) $ (95,392) $ (95,392) $ (95,392) $ 1,717,051$ - $ - $ - $ - $ - $ 0 0
1,888,352$ 1,889,839 $ 1,892,318 $ 1,894,798 $ 1,897,277 $ 1,899,756 $ 1,815,273 $ 2,440,037 $ 120,039 $ 120,039 $ 120,039 $ 5,706,692 $ 59,790,798 65,306
300,000$ 300,000 $ 500,000 $ 500,000 $ 500,000 $ 500,000 $ 2,200,000 $ 2,200,000 $ 2,200,000 $ - $ (11,000,000)$ 0 0
300,000$ 300,000 $ 500,000 $ 500,000 $ 500,000 $ 500,000 $ 2,200,000 $ 2,200,000 $ 2,200,000 $ - $ - $ (11,000,000)$ 0 0
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 13,209,456 0
1,500,000$ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 5,189,003$ 30,989,003 0
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 8,733,892$ 10,917,365 0
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 3,486,779$ 3,486,779 0
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 0 0
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 0 0
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 0 0
-$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 0 0
1,500,000$ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ - $ - $ - $ - $ - $ 17,409,674$ 58,602,604 0
1,800,000$ 1,800,000 $ 2,000,000 $ 2,000,000 $ 2,000,000 $ 2,000,000 $ 2,200,000 $ 2,200,000 $ 2,200,000 $ - $ - $ 6,409,674$ 58,602,604 0
(4,201,763)$ (4,291,603) $ (4,183,921) $ (4,078,719) $ (3,975,995) $ (3,875,751) $ (3,491,024) $ (3,731,060) $ (1,651,099) $ (1,771,138) $ (1,891,176) $ (1,188,194) $ (1,188,194) (65,306)
18,300,000 19,800,000 21,300,000 22,800,000 24,300,000 25,800,000 25,800,000 25,800,000 25,800,000 25,800,000 25,800,000 30,989,003
DHCD Form 202 (2023 v3)
D-1
EXHIBIT D
FEDERAL LABOR STANDARDS CONTRACT ADDENDUM
HuD-4010 U.S.DepartmentofHousingandUrbanDevelopment
FederalLaborStandardsProvisions OfficeofDavis-BaconandLaborStandards

‘A.APPLICABILITY
TheProjectorProgramtowhichtheconstructionworkcoveredbythisContractpertainsisbeing
assistedbytheUnitedStatesofAmerica,andthefollowingFederalLaborStandardsProvi
includedinthisContractpursuanttotheprovisionsapplicabletosuchFederalassistance.
1. Minimumwagesandfringebenefits
Alllaborersandmechanicsemployedorworkinguponthesiteofthework(orotherwiseworkingin
constructionordevelopmentoftheprojectundera developmentstatute),willbepaid
unconditionallyandnotlessoftenthanonceaweek,andwithoutsubsequentdeductionorrebate‘onanyaccount(exceptsuchpayrolldeductionsasarepermittedbyregulationsissuedbythe
SecretaryofLaborundertheCopelandAct(29CFRpart3)),thefullamountofbasichourlywages
andbonafidefringebenefits(orcashequivalentsthereof)dueattimeofpaymentcomputedat
ratesnotlessthanthosecontainedinthewagedeterminationoftheSecretaryofLaborwhichis
attachedheretoandmadeaparthereof,regardlessofanycontractualrelationshipwhichmaybe
allegedtoexistbetweenthecontractorandsuchlaborersandmechanics.Asprovidedin29CFR
5.5(d)and(e),theappropriatewagedeterminationsareeffectivebyoperationoflawevenifthey
havenotbeenattachedtothecontract.Contributionsmadeorcostsreasonablyanticipatedforbona
fidefringebenefitsundertheDavis-BaconAct(40U.S.C.3141(2)(8))onbehalfoflaborersor
mechanicsareconsideredwagespaidtosuchlaborersormechanics,subjecttotheprovisionsof
paragraph(a)(1)(v)ofthesecontractclauses;also,regularcontributionsmadeorcostsincurredfor
morethanaweeklyperiod(butnotlessoftenthanquarterly)underplans,funds,orprogramswhich
covertheparticularweeklyperiod,aredeemedtobeconstructivelymadeorincurredduringsuch
weeklyperiod.Suchlaborersandmechanicsmustbepaidtheappropriatewagerateandfringe
benefitsonthewagedeterminationfortheclassification(s)ofworkactuallyperformed,without
regardtoskill,exceptasprovidedin29CFR5.5(a)(4).Laborersormechanicsperformingworkin
‘morethanoneclassificationmaybecompensatedattheratespecifiedforeachclassificationforthe
timeactuallyworkedtherein:Provided,Thattheemployer'spayrollrecordsaccuratelysetforththe
timespentineachclassificationinwhichworkisperformed.Thewagedetermination(includingany
additionalclassificationsandwageratesconformedunder29CFR5.5(a)(1)(ii))andtheDavis-Bacon
poster(WH-1321)mustbepostedatalltimesbythecontractoranditssubcontractorsatthesiteof
‘theworkinaprominentandaccessibleplacewhereitcanbeeasilyseenbytheworkers.fi,Frequentlyrecurringclassifications
‘A.Inadditiontowageandfringebenefitratesthathavebeendeterminedtobeprevailingunder
theproceduressetforthin29CFRpart1,awagedeterminationmaycontain,pursuantto§1.3(f),
wageandfringebenefitratesforclassificationsoflaborersandmechanicsforwhichconformance
requestsareregularlysubmittedpursuantto29CFR5.5(a)(1)(ii),providedthat:
1.Theworkperformedbytheclassificationisnotperformedbyaclassificationinthewage
determinationforwhichaprevailingwageratehasbeendetermined;
2. Theclassificationisusedintheareabytheconstructionindustry;and
3. Thewageratefortheclassificationbearsareasonablerelationshiptotheprevai
containedinthewagedetermination.
B. TheAdministratorwillestablishwageratesforsuchclassificationsinaccordancewith29CFR
5.5(a)(1)(ii)(A)(3).Workperformedinsuchaclassificationmustbepaidatnolessthanthewage
andfringebenefitratelistedonthewagedeterminationforsuchclassification.
Conformance
‘A.Thecontractingofficermustrequirethatanyclassoflaborersormechanics,includinghelpers,
whichisnotlistedinthewagedeterminationandwhichistobeemployedunderthecontractbe
Previouseditionsobsolete 1 FormHUD-4010,(10/2023)
ref.Handbook1344.1

1BWagerates

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

Previouseditionsobsolete 2 FormHUD-4010,(10/2023)
ref.Handbook1344.1
2. Withholding
i.Withholdingrequirements
TheU.S.DepartmentofHousingandUrbanDevelopmentmay,uponitsownaction,ormust,upon
writtenrequestofanauthorizedrepresentativeoftheDepartmentofLabor,withholdorcausetobe
withheldfromthecontractorsomuchoftheaccruedpaymentsoradvancesasmaybeconsidered
necessarytosatisfytheliabilitiesoftheprimecontractororanysubcontractorforthefullamount
ofwagesandmonetaryrelief,includinginterest,requiredbytheclausessetforthin29CFR5.5(a)
forviolationsofthiscontract,ortosatisfyanysuchliabilitiesrequiredbyanyotherFederal
contract,orfederallyassistedcontractsubjecttoDavis-Baconlaborstandards,thatisheldbythe
sameprimecontractor(asdefinedin29CFR5.2).Thenecessaryfundsmaybe withheldfromthe
contractorunderthiscontract,anyotherFederalcontractwiththesameprimecontractor,orany
otherfederallyassistedcontractthatissubjecttoDavis-Baconlaborstandardsrequirementsandis
heldbythesameprimecontractor,regardlessofwhethertheothercontractwasawardedor
assistedbythesameagency,andsuchfundsmaybeusedtosatisfythecontractorliabilityforwhich
thefundswerewithheld.Intheeventofacontractor'sfailuretopayanylaborerormechanic,includinganyapprenticeorhelperworkingonthesiteofthework(orotherwiseworkingin
constructionordevelopmentoftheprojectunderadevelopmentstatute)allorpartofthewages
requiredbythecontract,oruponthecontractor'sfailuretosubmittherequiredrecordsas
discussedin29CFR5.5(a)(3)(iv),HUDmayonitsowninitiativeandafterwrittennoticetothe
contractor,sponsor,applicant,owner,orotherentity,asthecasemaybe,takesuchactionasmay
benecessarytocausethesuspensionofanyfurtherpayment,advance,orguaranteeoffundsuntil
suchviolationshaveceased.
ii,PrioritytowithheldfundsTheDepartmenthasprioritytofundswithheldortobewithheldinaccordancewith29CFR
5.5(a)(2)(i)or(b)(3)(i),orboth,overclaimstothosefundsby:
Acontractor'ssurety(ies),includingwithoutlimitationperformancebondsuretiesand
paymentbondsureties;B.Acontractingagencyforitsreprocurementcosts;C.Atrustee(s)(eitheracourt-appointedtrusteeoraU.S.trustee,orboth)inbankruptcyofa
contractor,oracontractor'sbankruptcyestate;
D.Acontractor’sassignee(s);
E.Acontractor’ssuccessor(s);or
F.AclaimassertedunderthePromptPaymentAct,31U.S.C.3901-3907.
3. Recordsandcertifiedpayrolls
i.Basicrecordrequirements
‘A.Lengthofrecordretention.Allregularpayrollsandotherbasicrecordsmustbemaintainedby
thecontractorandanysubcontractorduringthecourseoftheworkandpreservedforall
laborersandmechanicsworkingatthesiteofthework(orotherwiseworkinginconstruction
ordevelopmentoftheprojectunderadevelopmentstatute)foraperiodofatleast3years
afteralltheworkontheprimecontractiscompleted.
B,InformationrequiredSuchrecordsmustcontainthename;SocialSecuritynumber;lastknown
address,telephonenumber,andemailaddressofeachsuchworker;eachworker'scorrect
classification(s)ofworkactuallyperformed;hourlyratesofwagespaid(includingratesof
contributionsorcostsanticipatedforbonafidefringebenefitsorcashequivalentsthereofof
thetypesdescribedin40U.S.C.3141(2)(8)oftheDavis-BaconAct);dailyandweeklynumberof
hoursactuallyworkedintotalandoneachcoveredcontract;deductionsmade;andactual
wagespaid.
C.Additionalrecordsrelatingtofringebenefits.WhenevertheSecretaryofLaborhasfound
under29CFR5.5(a)(1)(v)thatthewagesofanylaborerormechanicincludetheamountofany
Previouseditionsobsolete 3 FormHUD-4010,(10/2023)
ref,Handbook1344.1

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

‘A.APPLICABILITY
TheProjectorProgramtowhichtheconstructionworkcoveredbythisContractpertainsisbeing
assistedbytheUnitedStatesofAmerica,andthefollowingFederalLaborStandardsProvi
includedinthisContractpursuanttotheprovisionsapplicabletosuchFederalassistance.
1. Minimumwagesandfringebenefits
Alllaborersandmechanicsemployedorworkinguponthesiteofthework(orotherwiseworkingin
constructionordevelopmentoftheprojectundera developmentstatute),willbepaid
unconditionallyandnotlessoftenthanonceaweek,andwithoutsubsequentdeductionorrebate‘onanyaccount(exceptsuchpayrolldeductionsasarepermittedbyregulationsissuedbythe
SecretaryofLaborundertheCopelandAct(29CFRpart3)),thefullamountofbasichourlywages
andbonafidefringebenefits(orcashequivalentsthereof)dueattimeofpaymentcomputedat
ratesnotlessthanthosecontainedinthewagedeterminationoftheSecretaryofLaborwhichis
attachedheretoandmadeaparthereof,regardlessofanycontractualrelationshipwhichmaybe
allegedtoexistbetweenthecontractorandsuchlaborersandmechanics.Asprovidedin29CFR
5.5(d)and(e),theappropriatewagedeterminationsareeffectivebyoperationoflawevenifthey
havenotbeenattachedtothecontract.Contributionsmadeorcostsreasonablyanticipatedforbona
fidefringebenefitsundertheDavis-BaconAct(40U.S.C.3141(2)(8))onbehalfoflaborersor
mechanicsareconsideredwagespaidtosuchlaborersormechanics,subjecttotheprovisionsof
paragraph(a)(1)(v)ofthesecontractclauses;also,regularcontributionsmadeorcostsincurredfor
morethanaweeklyperiod(butnotlessoftenthanquarterly)underplans,funds,orprogramswhich
covertheparticularweeklyperiod,aredeemedtobeconstructivelymadeorincurredduringsuch
weeklyperiod.Suchlaborersandmechanicsmustbepaidtheappropriatewagerateandfringe
benefitsonthewagedeterminationfortheclassification(s)ofworkactuallyperformed,without
regardtoskill,exceptasprovidedin29CFR5.5(a)(4).Laborersormechanicsperformingworkin
‘morethanoneclassificationmaybecompensatedattheratespecifiedforeachclassificationforthe
timeactuallyworkedtherein:Provided,Thattheemployer'spayrollrecordsaccuratelysetforththe
timespentineachclassificationinwhichworkisperformed.Thewagedetermination(includingany
additionalclassificationsandwageratesconformedunder29CFR5.5(a)(1)(ii))andtheDavis-Bacon
poster(WH-1321)mustbepostedatalltimesbythecontractoranditssubcontractorsatthesiteof
‘theworkinaprominentandaccessibleplacewhereitcanbeeasilyseenbytheworkers.fi,Frequentlyrecurringclassifications
‘A.Inadditiontowageandfringebenefitratesthathavebeendeterminedtobeprevailingunder
theproceduressetforthin29CFRpart1,awagedeterminationmaycontain,pursuantto§1.3(f),
wageandfringebenefitratesforclassificationsoflaborersandmechanicsforwhichconformance
requestsareregularlysubmittedpursuantto29CFR5.5(a)(1)(ii),providedthat:
1.Theworkperformedbytheclassificationisnotperformedbyaclassificationinthewage
determinationforwhichaprevailingwageratehasbeendetermined;
2. Theclassificationisusedintheareabytheconstructionindustry;and
3. Thewageratefortheclassificationbearsareasonablerelationshiptotheprevai
containedinthewagedetermination.
B. TheAdministratorwillestablishwageratesforsuchclassificationsinaccordancewith29CFR
5.5(a)(1)(ii)(A)(3).Workperformedinsuchaclassificationmustbepaidatnolessthanthewage
andfringebenefitratelistedonthewagedeterminationforsuchclassification.
Conformance
‘A.Thecontractingofficermustrequirethatanyclassoflaborersormechanics,includinghelpers,
whichisnotlistedinthewagedeterminationandwhichistobeemployedunderthecontractbe
Previouseditionsobsolete 1 FormHUD-4010,(10/2023)
ref.Handbook1344.1

1BWagerates

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

Previouseditionsobsolete 2 FormHUD-4010,(10/2023)
ref.Handbook1344.1
2. Withholding
i.Withholdingrequirements
TheU.S.DepartmentofHousingandUrbanDevelopmentmay,uponitsownaction,ormust,upon
writtenrequestofanauthorizedrepresentativeoftheDepartmentofLabor,withholdorcausetobe
withheldfromthecontractorsomuchoftheaccruedpaymentsoradvancesasmaybeconsidered
necessarytosatisfytheliabilitiesoftheprimecontractororanysubcontractorforthefullamount
ofwagesandmonetaryrelief,includinginterest,requiredbytheclausessetforthin29CFR5.5(a)
forviolationsofthiscontract,ortosatisfyanysuchliabilitiesrequiredbyanyotherFederal
contract,orfederallyassistedcontractsubjecttoDavis-Baconlaborstandards,thatisheldbythe
sameprimecontractor(asdefinedin29CFR5.2).Thenecessaryfundsmaybe withheldfromthe
contractorunderthiscontract,anyotherFederalcontractwiththesameprimecontractor,orany
otherfederallyassistedcontractthatissubjecttoDavis-Baconlaborstandardsrequirementsandis
heldbythesameprimecontractor,regardlessofwhethertheothercontractwasawardedor
assistedbythesameagency,andsuchfundsmaybeusedtosatisfythecontractorliabilityforwhich
thefundswerewithheld.Intheeventofacontractor'sfailuretopayanylaborerormechanic,includinganyapprenticeorhelperworkingonthesiteofthework(orotherwiseworkingin
constructionordevelopmentoftheprojectunderadevelopmentstatute)allorpartofthewages
requiredbythecontract,oruponthecontractor'sfailuretosubmittherequiredrecordsas
discussedin29CFR5.5(a)(3)(iv),HUDmayonitsowninitiativeandafterwrittennoticetothe
contractor,sponsor,applicant,owner,orotherentity,asthecasemaybe,takesuchactionasmay
benecessarytocausethesuspensionofanyfurtherpayment,advance,orguaranteeoffundsuntil
suchviolationshaveceased.
ii,PrioritytowithheldfundsTheDepartmenthasprioritytofundswithheldortobewithheldinaccordancewith29CFR
5.5(a)(2)(i)or(b)(3)(i),orboth,overclaimstothosefundsby:
Acontractor'ssurety(ies),includingwithoutlimitationperformancebondsuretiesand
paymentbondsureties;B.Acontractingagencyforitsreprocurementcosts;C.Atrustee(s)(eitheracourt-appointedtrusteeoraU.S.trustee,orboth)inbankruptcyofa
contractor,oracontractor'sbankruptcyestate;
D.Acontractor’sassignee(s);
E.Acontractor’ssuccessor(s);or
F.AclaimassertedunderthePromptPaymentAct,31U.S.C.3901-3907.
3. Recordsandcertifiedpayrolls
i.Basicrecordrequirements
‘A.Lengthofrecordretention.Allregularpayrollsandotherbasicrecordsmustbemaintainedby
thecontractorandanysubcontractorduringthecourseoftheworkandpreservedforall
laborersandmechanicsworkingatthesiteofthework(orotherwiseworkinginconstruction
ordevelopmentoftheprojectunderadevelopmentstatute)foraperiodofatleast3years
afteralltheworkontheprimecontractiscompleted.
B,InformationrequiredSuchrecordsmustcontainthename;SocialSecuritynumber;lastknown
address,telephonenumber,andemailaddressofeachsuchworker;eachworker'scorrect
classification(s)ofworkactuallyperformed;hourlyratesofwagespaid(includingratesof
contributionsorcostsanticipatedforbonafidefringebenefitsorcashequivalentsthereofof
thetypesdescribedin40U.S.C.3141(2)(8)oftheDavis-BaconAct);dailyandweeklynumberof
hoursactuallyworkedintotalandoneachcoveredcontract;deductionsmade;andactual
wagespaid.
C.Additionalrecordsrelatingtofringebenefits.WhenevertheSecretaryofLaborhasfound
under29CFR5.5(a)(1)(v)thatthewagesofanylaborerormechanicincludetheamountofany
Previouseditionsobsolete 3 FormHUD-4010,(10/2023)
ref,Handbook1344.1










 


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

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

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

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

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

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

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

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

Previouseditionsobsolete 8 FormHUD-4010,(10/2023)
ref.Handbook1344.1
duetoanyworkersoflower-tiersubcontractors,andassociatedliquidateddamagesandmaybesubject
todebarment,asappropriate.
5 Anti-retaliationItisunlawfulforanypersontodischarge,demote,intimidate,threaten,restrain,
coerce,blacklist,harass,orinanyothermannerdiscriminateagainst,ortocauseanypersonto
discharge,demote,intimidate,threaten,restrain,coerce,blacklist,harass,orinanyothermanner
discriminateagainst,anyworkerorjobapplicantf¢
i. Notifyinganycontractorofanyconductwhichtheworkerreasonablybelievesconstitutesa
violationoftheContractWorkHoursandSafetyStandardsAct(CWHSSA)oritsimplementing
regulationsin29CFRpart5;
li,Filinganycomplaint,initiatingorcausingtobe initiatedanyproceeding,orotherwiseasserting
orseekingtoassertonbehalfofthemselvesorothersanyrightorprotectionunderCWHSSAor
29CFRpart5;iii,Cooperatinginanyinvestigationorothercomplianceaction,ortestifyinginanyproceeding
underCWHSSAor29CFRpart5;or
iv,InforminganyotherpersonabouttheirrightsunderCWHSSAor29CFRpart5.
C._CWHSSArequiredrecordsclauseInadditiontotheclausescontainedin29CFR5.5(b),inanycontract
subjectonlytotheContractWorkHoursandSafetyStandardsActandnottoanyoftheotherlaws
referencedby29CFR5.1,theAgencyHeadmustcauseorrequirethecontractingofficertoinserta
clauserequiringthatthecontractororsubcontractormustmaintainregularpayrollsandotherbasic
recordsduringthecourseoftheworkandmustpreservethemforaperiodof3yearsafterallthework
ontheprimecontractiscompletedforalllaborersandmechanics,includingguardsandwatchpersons,
workingonthecontract.Suchrecordsmustcontainthename;lastknownaddress,telephonenumber,
andemailaddress;andsocialsecuritynumberofeachsuchworker;eachworker'scorrect
classification(s)ofworkactuallyperformed;hourlyratesofwagespaid;dailyandweeklynumberof
hoursactuallyworked;deductionsmadeandactualwagespaid.Further,theAgencyHeadmustcause
orrequirethecontractingofficertoinsertinanysuchcontractaclauseprovidingthattherecordstobe
maintainedunderthisparagraphmustbemadeavailablebythecontractororsubcontractorfor
inspection,copying,ortranscriptionbyauthorizedrepresentativesofthe(writethenameofagency)
andtheDepartmentofLabor,andthecontractororsubcontractorwillpermitsuchrepresentativesto
interviewworkersduringworkinghoursonthejob.D. IncorporationofcontractclausesandwagedeterminationsbyreferenceAlthoughagenciesare
requiredtoinsertthecontractclausessetforthinthissection,alongwithappropriatewage
determinations,infullintocoveredcontracts,andcontractorsandsubcontractorsarerequiredtoinsert
theminanylower-tiersubcontracts,theincorporationbyreferenceoftherequiredcontractclauses
andappropriatewagedeterminationswillbegiventhesameforceandeffectasiftheywereinsertedin
fulltext.
E. IncorporationbyoperationoflawThecontractclausessetforthinthissection(ortheirequivalent
undertheFederalAcquisitionRegulation),alongwiththecorrectwagedeterminations,willbe
consideredtobeapartofeveryprimecontractrequiredbytheapplicablestatutesreferencedby29
CFR5.1toincludesuchclauses,andwillbeeffectivebyoperationoflaw,whetherornottheyare
includedorincorporatedbyreferenceintosuchcontract,unlesstheAdministratorgrantsavariance,
tolerance,orexemptionfromtheapplicationofthisparagraph.Wheretheclausesandapplicablewage
determinationsareeffectivebyoperationoflawunderthisparagraph,theprimecontractormustbe
‘compensatedforanyresultingincreaseinwagesinaccordancewithapplicablelaw.

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

Previouseditionsobsolete 10 FormHUD-4010,(10/2023)
ref.Handbook1344.1
E-1
EXHIBIT E
DAVIS-BACON WAGE DETERMINATION
"General
Decision
Number:
DC20260002
05/18/2026

State:
District of
Columbia

Construction
Types:
Building

Counties:
District of
Columbia
Counties of
Washington, D.C.

Modification Number Publication Date
2 01/16/2026
3 05/18/2026

ASBE0024-007 10/01/2024
Rates
Fringes
ASBESTOS WORKER/HEAT & FROST INSULATOR (INCLUDES
THE APPLICATION OF ALL INSULATING MATERIALS,
PROTECTIVE COVERINGS, COATINGS AND FINISHES TO ALL
TYPES OF MECHANICAL SYSTEMS) A. PAID HOLIDAYS:
NEW YEAR'S DAY, MARTIN LUTHER KING DAY, MEMORIAL
DAY, INDEPENDENCE DAY, LABOR DAY, VETERANS' DAY,
THANKSGIVING DAY,THE DAY AFTER THANKSGIVING AND
2229 M STREET N.E. PROJECT:
Building Decision No.: DC20260002
Modification No.: 3
Publication Date: 5/18/2026
LOCK-IN DATE: 5/22/2026
LABOR STANDARD- Construction must start by 11/22/2026,
otherwise a new Wage Decision must be
assigned.
MONITORS Fabian Furr (Field/Admin) OƯice # (202)442 -
7293 & Work Cell # (202)329-4117

CHRISTMAS DAY PROVIDED THE EMPLOYEE WORKS THE
REGULAR WORK DAY BEFORE AND AFTER THE PAID HOLIDAY..$ 40.77
20.17
-----------------------------------------------------------
-----

ASBE0024-008 10/01/2024
Rates
Fringes
ASBESTOS WORKER: HAZARDOUS MATERIAL HANDLER
INCLUDES PREPARATION, WETTING, STRIPPING, REMOVAL,
SCRAPPING, VACUUMING, BAGGING AND DISPOSING OF ALL
INSULATION MATERIALS, WHETHER THEY CONTAIN ASBESTOS
OR NOT, FROM MECHANICAL SYSTEMS A. PAID HOLIDAYS:
NEW YEAR'S DAY, MARTIN LUTHER KING DAY, MEMORIAL
DAY, INDEPENDENCE DAY, LABOR DAY, VETERANS' DAY,
THANKSGIVING DAY,THE DAY AFTER THANKSGIVING AND
CHRISTMAS DAY PROVIDED THE EMPLOYEE WORKS THE
REGULAR WORK DAY BEFORE AND AFTER THE PAID HOLIDAY..$ 24.46
10.19
-----------------------------------------------------------
-----

ASBE0024-014 10/01/2024
Rates
Fringes
FIRESTOPPER INCLUDES THE APPLICATION OF
MATERIALS OR DEVICES WITHIN OR AROUND PENETRATIONS
AND OPENINGS IN ALL RATED WALL OR FLOOR ASSEMBLIES,
IN ORDER TO PREVENT THE PASAGE OF FIRE, SMOKE OF
OTHER GASES. THE APPLICATION INCLUDES ALL
COMPONENTS INVOLVED IN CREATING THE RATED BARRIER
AT PERIMETER SLAB EDGES AND EXTERIOR CAVITIES, THE
HEAD OF GYPSUM BOARD OR CONCRETE WALLS, JOINTS
BETWEEN RATED WALL OR FLOOR COMPONENTS, SEALING OF
PENETRATING ITEMS AND BLANK OPENINGS. A. PAID
HOLIDAYS: NEW YEAR'S DAY, MARTIN LUTHER KING DAY,
MEMORIAL DAY, INDEPENDENCE DAY, LABOR DAY,
VETERANS' DAY, THANKSGIVING DAY,THE DAY AFTER
THANKSGIVING AND CHRISTMAS DAY PROVIDED THE
EMPLOYEE WORKS THE REGULAR WORK DAY BEFORE AND
AFTER THE PAID HOLIDAY..............................$ 30.21
10.43
-----------------------------------------------------------
-----

BRDC0001-002 04/27/2025
Rates
Fringes
BRICKLAYER..........................................$ 38.80
15.17
-----------------------------------------------------------
-----

CARP0197-011 05/01/2024
Rates
Fringes
CARPENTER: INCLUDES DRYWALL HANGING, FORM WORK, AND
SOFT FLOOR LAYING-CARPET............................$ 34.41
14.33
-----------------------------------------------------------
-----

CARP0219-001 05/01/2025
Rates
Fringes
MILLWRIGHT..........................................$ 39.50
17.32
-----------------------------------------------------------
-----

CARP0474-006 05/01/2024
Rates
Fringes
PILEDRIVERMAN.......................................$ 36.60
14.47
-----------------------------------------------------------
-----

ELEC0026-016 06/02/2025
Rates
Fringes
ELECTRICIAN: INCLUDES INSTALLATION OF
HVAC/TEMPERATURE CONTROLS...........................$ 59.50
23.06
-----------------------------------------------------------
-----

ELEC0026-017 09/01/2025
Rates
Fringes
ELECTRICAL INSTALLER (SOUND & COMMUNICATION
SYSTEMS) SCOPE OF WORK: INCLUDES LOW VOLTAGE
CONSTRUCTION, INSTALLATION, MAINTENANCE AND REMOVAL
OF TELEDATA FACILITIES (VOICE, DATA AND VIDEO)
INCLUDING OUTSIDE PLANT, TELEPHONE AND DATA INSIDE
WIRE, INTERCONNECT, TERMINAL EQUIPMENT, CENTRAL
OFFICES, PABX, FIBER OPTIC CABLE AND EQUIPMENT,
RAILROAD COMMUNICATIONS, MICRO WAVES, VSAT, BYPASS,
CATV, WAN (WIDE AREA NETWORKS), LAN (LOCAL AREA
NETWORKS) AND ISDN (INTEGRATED SYSTEMS DIGITAL
NETWORK). WORK EXCLUDED: THE INSTALLATION OF
COMPUTER SYSTEMS IN INDUSTRIAL APPLICATIONS SUCH AS
ASSEMBLY LINES, ROBOTICS AND COMPUTER CONTROLLER
MANUFACTURING SYSTEMS. THE INSTALLATION OF CONDUIT
AND/OR RACEWAYS SHALL BE INSTALLED BY INSIDE
WIREMEN. ON SITES WHERE THERE IS NO INSIDE WIREMAN
EMPLOYED, THE TELEDATA TECHNICIAN MAY INSTALL
RACEWAY OR CONDUIT NOT GREATER THAN 10 FEET. FIRE
ALARM WORK IS EXCLUDED ON ALL NEW CONSTRUCTION
SITES OR WHEREVER THE FIRE ALARM SYSTEM IS
INSTALLED IN CONDUIT. ALL HVAC CONTROL WORK........$ 34.16
13.54
-----------------------------------------------------------
-----

ELEV0010-001 01/01/2025
Rates
Fringes
ELEVATOR MECHANIC A. PAID HOLIDAYS: NEW YEAR'S
DAY, MEMORIAL DAY, INDEPENDENCE DAY, LABOR DAY,
VETERANS' DAY, THANKSGIVING DAY, CHRISTMAS DAY AND
THE FRIDAY AFTER THANKSGIVING. B. VACATIONS:
EMPLOYER CONTRIBUTES 8% OF BASIC HOURLY RATE FOR 5
YEARS OR MORE OF SERVICE; 6% OF BASIC HOURLY RATE
FOR 6 MONTHS TO 5 YEARS OF SERVICE AS VACATION PAY
CREDIT..............................................$ 57.16
38.44
-----------------------------------------------------------
-----

IRON0005-005 06/01/2024
Rates
Fringes
IRONWORKER: STRUCTURAL AND ORNAMENTAL...............$ 37.86
25.86
-----------------------------------------------------------
-----

IRON0005-012 05/01/2024
Rates
Fringes
IRONWORKER, REINFORCING.............................$ 31.88
23.78
-----------------------------------------------------------
-----

LABO0011-009 06/01/2025
Rates
Fringes
LABORER: SKILLED...................................$ 30.47
8.70
-----------------------------------------------------------
-----

MARB0002-004 04/27/2025
Rates
Fringes
MARBLE/STONE MASON INCLUDING POINTING, CAULKING
AND CLEANING OF ALL TYPES OF MASONRY, BRICK, STONE
AND CEMENT EXCEPT POINTING, CAULKING, CLEANING OF
EXISTING MASONRY, BRICK, STONE AND CEMENT
(RESTORATION WORK)..................................$ 45.65
21.21
-----------------------------------------------------------
-----

MARB0003-006 04/27/2025
Rates
Fringes
TERRAZZO WORKER/SETTER..............................$ 34.34
14.20
-----------------------------------------------------------
-----

MARB0003-007 04/27/2025
Rates
Fringes
TERRAZZO FINISHER...................................$ 28.85
12.55
-----------------------------------------------------------
-----

MARB0003-008 04/27/2025
Rates
Fringes
TILE SETTER.........................................$ 34.34
14.20
-----------------------------------------------------------
-----

MARB0003-009 04/27/2025
Rates
Fringes
TILE FINISHER.......................................$ 28.85
12.55
-----------------------------------------------------------
-----

PAIN0051-014 06/01/2025
Rates
Fringes
GLAZIER: GLAZING CONTRACTS $2 MILLION AND UNDER.....$ 32.41
14.46
GLAZIER (GLAZING CONTRACTS OVER $2 MILLION).........$ 36.65
14.46
-----------------------------------------------------------
-----

PAIN0051-015 06/01/2025
Rates
Fringes
PAINTER: BRUSH, ROLLER, SPRAY AND DRYWALL FINISHER..$ 29.16
11.86
-----------------------------------------------------------
-----

PLAS0891-005 07/01/2025
Rates
Fringes
PLASTERER (INCLUDING FIREPROOFING)..................$ 32.86
10.46
-----------------------------------------------------------
-----

PLAS0891-006 03/01/2025
Rates
Fringes
CEMENT MASON/CONCRETE FINISHER......................$ 30.50
14.23
-----------------------------------------------------------
-----

PLUM0005-010 08/01/2025
Rates
Fringes
PLUMBER A. PAID HOLIDAYS: LABOR DAY, VETERANS'
DAY, THANKSGIVING DAY AND THE DAY AFTER
THANKSGIVING, CHRISTMAS DAY, NEW YEAR'S DAY, MARTIN
LUTHER KING'S BIRTHDAY, MEMORIAL DAY AND THE FOURTH
OF JULY.............................................$ 53.30
23.71
-----------------------------------------------------------
-----

PLUM0602-008 08/01/2025
Rates
Fringes
PIPEFITTER: INCLUDES HVAC PIPE INSTALLATION A.
PAID HOLIDAYS: NEW YEAR'S DAY, MARTIN LUTHER KING'S
BIRTHDAY, MEMORIAL DAY, INDEPENDENCE DAY, LABOR
DAY, VETERANS' DAY, THANKSGIVING DAY AND THE DAY
AFTER THANKSGIVING AND CHRISTMAS DAY................$ 55.00
24.46
-----------------------------------------------------------
-----

ROOF0030-016 07/01/2025
Rates
Fringes
ROOFER..............................................$ 36.26
14.91
-----------------------------------------------------------
-----

SFDC0669-002 01/01/2026
Rates
Fringes
SPRINKLER FITTER (FIRE SPRINKLERS)..................$ 45.22
27.69
-----------------------------------------------------------
-----

SHEE0100-015 11/01/2025
Rates
Fringes
SHEET METAL WORKER: INCLUDING HVAC DUCT
INSTALLATION A. PAID HOLIDAYS: NEW YEAR'S DAY,
MARTIN LUTHER KING'S BIRTHDAY, MEMORIAL DAY,
INDEPENDENCE DAY, LABOR DAY, VETERANS DAY,
THANKSGIVING DAY AND CHRISTMAS DAY..................$ 53.42
23.20
-----------------------------------------------------------
-----

SUDC2009-003 05/19/2009
Rates
Fringes
POINTER, CAULKER, CLEANER, INCLUDES POINTING,
CAULKING, CLEANING OF EXISTING MASONRY, BRICK,
STONE AND CEMENT STRUCTURES (RESTORATION WORK);
EXCLUDES POINTING, CAULKING, CLEANING OF NEW OR
REPLACEMENT MASONRY, BRICK, STONE OR CEMENT.......$ 18.88
0.00
LABORER: MASON TENDER FOR POINTING, CAULKING,
CLEANING OF EXISTING MASONRY, BRICK, STONE AND
CEMENT STRUCTURES (RESTORATION WORK); EXCLUDES
POINTING, CAULKING AND CLEANING OF NEW OR
REPLACEMENT MASONRY, BRICK, STONE AND CEMENT........$ 11.67
0.00
LABORER: MASON TENDER - CEMENT/CONCRETE............$ 15.40
2.85
LABORER: COMMON OR GENERAL.........................$ 13.04
2.80
-----------------------------------------------------------
-----

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

Note: Executive Order 13658 generally applies to contracts
subject
to the Davis-Bacon Act that were awarded on or between
January 1,
2015 and January 29, 2022, and that have not been renewed
or
extended on or after January 30, 2022. Executive Order
13658 does
not apply to contracts subject only to the Davis-Bacon
Related Acts
regardless of when they were awarded. If a contract is
subject to
Executive Order 13658, the contractor must pay all covered
workers
at least $13.65 per hour (or the applicable wage rate
listed on this
wage determination, if it is higher) for all hours spent
performing on
the contract from May 11, 2026, through December 31, 2026.
The
applicable Executive Order minimum wage rate will be
adjusted annually.
Additional information on contractor requirements and
worker
protections under Executive Order 13658 is available at
www.dol.gov/whd/govcontracts.

Unlisted classifications needed for work not included
within
the scope of the classifications listed may be added after
award only as provided in the labor standards contract
clauses
(29CFR 5.5 (a) (1) (iii)).
-----------------------------------------------------------
------------------------------------------
The body of each wage determination lists the
classifications
and wage rates that have been found to be prevailing for
the
type(s) of construction and geographic area covered by the
wage
determination. The classifications are listed in
alphabetical
order under rate identifiers indicating whether the
particular
rate is a union rate (current union negotiated rate), a
survey
rate, a weighted union average rate, a state adopted rate,
or a
supplemental classification rate.
Union Rate Identifiers
A four-letteridentifierbeginningwith charactersother
than
Osvo, OUAVGO,OSAO, or OSCO denotes that a union rate was
prevailingfor that classificationin the survey.Example:
PLUM0198-00507/01/2024.PLUM is an identifierof the union
whose collectivelybargainedrate prevailedin the survey
for
this classification,which in this examplewould be
Plumbers.
0198 indicatesthe local union number or district council
number where applicable,i.e., PlumbersLocal 0198. The
next
number, 005 in the example,is an internalnumber used in
processingthe wage determination.The date, 07/01/2024in
the
example, is the effectivedate of the most current
negotiated
rate.
Union prevailingwage rates are updated to reflectall
changes
over time that are reported to WHD in the rates
in the collectivebargainingagreement (CBA)governingthe
classification.
Union Average Rate Identifiers
The UAVG identifierindicatesthat no single rate prevailed
for
those classifications,but that 100% of the data reported
for
the classificationsreflectedunion rates. EXAMPLE:
UAVG-OH-001001/01/2024.UAVG indicatesthat the rate is a
weightedunion average rate. OH indicatesthe State of
Ohio.
The next number, 0010 in the example,is an internalnumber
used in producingthe wage determination.The date,
01/01/2024
in the example,indicatesthe date the wage determination
was
updated to reflect the most current union average rate.
A UAVG rate will be updatedonce a year, usually in
January, to
reflecta weightedaverageof the current rates in the
collectivebargainingagreementson which the rate is
based.
Survey Rate Identifiers
The OSUO identifierindicatesthat either a single non-
union
rate prevailed (asdefined in 29 CFR 1.2) for this
classificationin the survey or that the rate was derived
by
computinga weightedaverage rate based on all the rates
reportedin the survey for that classification.As a
weighted
average rate includesall rates reportedin the survey, it
may
includeboth union and non-unionrates. Example:SUFL2022-
007
6/27/2024.SU indicatesthe rate is a single non-union
prevailingrate or a weightedaverageof survey data for
that
classification.FL indicatesthe State of Florida.2022 is
the
year of the survey on which these classificationsand rates
are
based. The next number, 007 in the example,is an internal
number used in producingthe wage determination.The date,
6/27/2024in the example,indicatesthe survey completion
date
for the classificationsand rates under that identifier.
Osu wage rates typicallyremain in effect until a new
survey
is conducted. However, the Wage and Hour Division (WHD) has
the
discretion to update such rates under 29 CFR 1.6(c) (1).
State Adopted Rate Identifiers
The OSAD identifier indicates that the classifications and
prevailingwage rates set by a state (or local) government
were
adoptedunder 29 C.F.R 1.3(g)-(h). Example:SAME2023-007
01/03/2024.SA reflectsthat the rates are state adopted.
ME
refers to the State of Maine. 2023 is the year during which
the
state completedthe survey on which the listed
classifications
and rates are based. The next number, 007 in the example,
is an
internalnumber used in producingthe wage determination.
The date, 01/03/2024in the example,reflectsthe date on
which
the classificationsand rates under the OSAD identifier
took
effect under state law in the state from which the rates
were
adopted.

WAGE DETERMINATION APPEALS PROCESS
1) Has there been an initialdecisionin the matter? This
can
be:
a) a survey underlyinga wage determination
b) an existingpublishedwage determination
c) an initialWHD letter setting forth a
positionon
a wage determination matter
a) an initialconformance(additional
classification
and rate) determination
On survey relatedmatters, initialcontact,including
requests
for summariesof surveys,shouldbe directedto the WHD
Branch
of Wage Surveys.Requestscan be submittedvia email to
davisbaconinfo@dol.govor by mail to:
Branch of Wage Surveys
Wage and Hour Division
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington,DC 20210
Regarding any other wage determination matter such as
conformance decisions, requests for initial decisions
should be
directed to the WHD Branch of Construction Wage
Determinations.
Requests can be submitted via email to BCWD-Office@dol.gov
or
by mail to:
Branch of Construction Wage Determinations
Wage and Hour Division
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
2) If an initial decision has been issued, then any
interested
party (those affected by the action) that disagrees with
the
decision can request review and reconsideration from the
Wage
and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part
7).
Requests for review and reconsideration can be submitted
via
email to dba.reconsideration@dol.gov or by mail to:
Wage and Hour Administrator
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
The request should be accompanied by a full statement of
the
interested party's position and any information (wage
payment
data, project description, area practice material, etc.)
that
the requestor considers relevant to the issue.

3) If the decision of the Administrator is not favorable,
an
interested party may appeal directly to the Administrative
Review Board (formerly the Wage Appeals Board). Write to:
Administrative Review Board
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210.
===========================================================
=====
END OF GENERAL DECISION
"

F-1
EXHIBIT F
SECTION 3 CONTRACT ADDENDUM
Section 3 Opportunities Plan
and Certification
Purpose of this form:
The Department of Housing and Community Development (DHCD) requires this plan and certification from those
who receive Federal and/or District funding for housing projects over $200,000. The plan outlines how jobs and other
economic opportunities generated by these funds will be directed to low- and very low-income residents and businesses
that provide them with jobs, training and contracts.*
DHCD and/or the developer may also require a Section 3 Opportunities Plan and Certification from the general
contractor (GC) and/or subcontractors.
PART 1: PROJECT INFORMATION
___________________________________________________ ___________________________________________________
Project name Business name
___________________________________________________ ___________________________________________________
Primary contact name Phone
Grant/Contract/Loan amount ___________________________ Total cost _________________________________________
PART 2: PLAN GOALS
A. Section 3 requirements. The project developer will:
1. Provide meaningful jobs and/or training for the District’s Section 3 residents who work on the funded project named
in Part 1.
• Section 3 workers will complete at least 25% of the project’s total labor hours.
• Targeted Section 3 workers will complete at least 5% of the total labor hours.
2. Contract with Section 3 businesses when possible.
3. Require all subcontractors to submit a Section 3 Opportunities Plan and Certification to DHCD.
4. Document efforts and activities used to fulfill Section 3 goals.
5. Incur all costs required to comply with Section 3 and DHCD requirements.
B. DHCD requirements. In addition to Federal Section 3 law, you must:
1. Identify a Section 3 point of contact for each plan or subcontract, or require the GC to do so.
2. Require the GC to submit a Section 3 Opportunities Plan and Certification.
3. Document Section 3 workers by having each one complete a DHCD Section 3 Resident Worksheet.
This replaces previous versions of this form. It is not to be changed without DHCD permission. 1 Revision date: March 2023
*For details: Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u)(24CFR part 75)
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ΨϯϬ͕ϵϴϵ͕ϬϬϯ;Ed
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2229 M Street NE Owner LLC
4.Maintainrecords(correspondence,memosetc.)todocumentyourprocessandactivities,Theymustshowhowyouencouragedresidentsandbusinessestotakeadvantageofyourproject'sSection3jobtraining,employmentandcontractingopportunities.
5.SubmitquarterlyreportstoDHCDwithalistofallsubcontractsandpositionsfilledduringthereportingperiod.
6.AllowDHCDtomonitoryourprojectorprogramforcompliance,andacceptpenaltiesfornoncompliance,ifnecessary
ERC
UsethespacebelowtodescribehowyoullachieveyourSection3goals.BesuretoidentifyanyofthePart2requirementsthatyouwon'tmeetandexplainwhy.ProvidespecificsonhowandwhenyoullhireSection3residentsand/orcontractwithSection3businesses.fyoullhavemultiplesubcontractors,identifywho/whattheywillbe.
‘TheSection 3 Best Practicesatthe end ofthisdocument and theappendixto the Code ofFederalRegulations(24CFR 75)
provideinformationthatmayhelpwithyourpian.
SeeattachedSection3ActionPlan
Thisplacespreviousversionsthisfor.isnolobechangedwithoutDHCDpermission. ‘Revisiondate:March2028
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ϵͬϭϴͬϮϬϮϱ
Section3 ActionPlan
Hamelwill,tothegreatestextentfeasible,recruit,trainandemploySection3workersandawardcontractstoSection3businesses.OureffortswillbefulfilledthroughrecruitmentofSection3residentsandbusinessesasfollows:localadvertising,projectsitesignage,andmostimportantlythroughliaisonswithcommunityorganizations,publicandprivateinstitutions,DepartmentofHousingandCommunityDevelopment(DHCD)andDepartmentofEmploymentServices(DOES).Inaddition,Hamelwilltakethefollowingstepstoensurecompliance:
* Notifypotentialsubcontractorsof theirSection3 responsibilities,by includingthisnotice
insolicitationsandincorporatingtheSection3LawintoallSubcontracts.SubcontractorswillalsobeencouragedtohaveexistingSection3employeesperformworkontheproject.
+ Regardlessofscopeorawardamount,HamelwillworkwithallselectedSubcontractorstoensurethatSection3workerswillfillnewpositionsresultingfromthisproject.FirstprioritywillbegiventoresidentswhoresideinclosestproximitytotheprojectorarearesidentofDC publichousing.
+ WiththehelpandcollaborationofDHCDandDOES,wewillmaintainalistoflow-incomearearesidentswhoappliedforprojectemploymentandemploysuchpersonsifappropriateopportunitiesexist.
‘+MaintainandproviderequestedReports,includingemploymentandtrainingrecordsofSection3workersandcontractsawardedtoSection3businesses.Reportswillincludetotalhoursworked,hoursworkedbySection3workers,andhoursworkedbyTargetedSection3 workers.
* ConductaJobFaircoordinatingwiththeparticipationofallselectedandpotentialsubcontractors.JobFairwillbepostedatDHCDandDOESofficesandwebsites,aswellasnearbycommunityorganizations,publicandprivateinstitutions,andDCpublichousingsites.
* MonitorpotentialSubcontractorstobesuretheyarenotinviolationofSection3regulations.
‘+PerformoutreachmeetingsneartheprojectandinviteSection3businessesthruadvertisement,postingatDHCD,DOESandDSLBD’swebsite,mail,emailandphonetoNotifythemofthepotentialcontractingopportunities.
* Contractwithlocalbusinessesandinvitethemtoparticipateintheproject,informthemandreviewtheirabilitytoqualifyasSection3 Business.
G-1
EXHIBIT G
DEVELOPMENT TEAM DEBARMENT AFFIDAVIT
2229 M Street NE Owner LLC
1730 7” StNW, Office,Washington, DC 20001
TEAM AFFIDAVIT CERTIFICATE
|,Dahn Warner, AuthorizedRepresentative of 2229 M Street NE Owner LLC, hereby attestthat
allmembers of the team who are listedbelow are not listedinthe Listof PartiesExcluded from
FederalProcurement or Non-Procurement Programs:
ProjectName: 2229 M StreetNE Owner LLC
ProjectNumber: 2026-1
DEVELOPMENT/CONSTRUCTION TEAM:
Owner/Sponsor:Lincoln-WestmorelandHousing,Inc./THCAffordableHousing,Inc.
(HousingUp)
Consultant:KeyUrban,LLC/EquityPlus,LLC
ManagementAgent:CharlesTini&Associates
Attorney:ArnallGoldenGregoryLLP
Contractor:HamelBuildersofWashington,LLC
Engineer:CAS Engineering-DC,Newcomb & Boyd,Rathgeber/ GossAssociates
Architect:MeClennanArchitectsOthers:AurosGroup,StevenWinterAssociates,ECS,StarrBuilderServices
|furtherattestthatnoprincipal,majorstockholder,officer,ordirectoroftheconstructionteamisdebarredfromparticipatinginafederalprocurementornon-procurementprogram.
Name: Dahn Warner
Title:AuthorizedRepresentative
Date: 5/29/2026
DistrictofColumbia SS:
Iherebycertifythatonthis_29th_dayof __May__,20_26_,DahnWarnerpersonallyappearedbeforemeandacknowledgedtheyaretheAuthorizedRepresentativeof2229MStreetNEOwnerLLC,andintheircapacityastheAuthorizedRepresentativeof2229M StreetNEOwnerLLC,theyexecutedthiscertificateasofthedatesetforthabove.
oy Lhe in he FO
Name: Nadim G. van de Fliert
Notary Public
My commissionexpires3/14/2028

H-1
EXHIBIT H
INSURANCE REQUIREMENTS
INSURANCE
A. GENERAL REQUIREMENTS. The Developer at its sole expense shall procure and
maintain, during the entire period of performance under this contract, the types of
insurance specified below. The Developer shall submit a Certificate of Insurance to the
Contracting Officer (CO) giving evidence of the required coverage prior to commencing
performance under this contract. In no event shall any work be performed until the
required Certificates of Insurance signed by an authorized representative of the insurer(s)
have been provided to, and accepted by, the CO.
If the Developer and/or its s ubcontractors 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
H-2
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 Develope r 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
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 Ce rtificate 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:
H-3
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
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 De veloper or its Contractors shall provide
evidence satisfactory to the CO of Workers’ Compensation insurance in accordance with
the statutory mandates of the District of Columbia or the jurisdiction in which the
contract is performed.
Employer’s Liability Insurance - The Develope r or its Contractors shall provide evidence
satisfactory to the CO of employer’s liability insurance as follows: $500,000 per accident
for injury; $500,000 per employee for disease; and $500,000 for policy disease limit.
The Workers Compensation and Employers Liability shall be further endorsed to:
a) Include a Waiver of Subrogation in favor of The Government of the District of
Columbia.
H-4
b) Where applicable, include United States Longshore and Harbor Workers
Compensation Act (USL&H)
c) Where applicable, include Jones Act C overage for seamen or crew members on
an “if any” basis.
4. Cyber (Media Liability and Network Security /Privacy) Liability Insurance covering acts,
errors, omissions, and violation of any consumer protection laws arising out of
Developer’s or its Contractors operations or services with a limit of $2,000,000 per claim
and in the aggregate. Such coverage shall include but not be limited to, third party and
first party coverage for loss or disclosure of any data, including personally identifiable
information and payment card information, network security failure, violation of any
consumer protection laws, unauthorized access and/or use or other intrusions,
infringement of any intellectual property rights (except patent), negligence or breach of
duty to use reasonable care, breach of any duty of confidentiality, invasion of privacy, or
violations of any other legal protections for personal information, defamation, libel,
slander, commercial disparagement, negligent transmission of computer virus, or use of
computer networks in connection with denial of service attacks. Such coverage shall
include regulatory defense and fines/penalties in any jurisdiction anywhere in the world.
Such coverage shall include contractual privacy coverage for data breach response and
crisis management costs that would be incurred by Developer or its Contractors on behalf
of The Government of the District of Columbia in the event of a data breach including
legal and forensic expenses, notification costs, credit monitoring costs, and costs to
operate a call center. Developer or its Contractors shall maintain coverage in force during
the term of this Agreement and for an extended reporting period of not less than two (2)
years after.
5. Professional Liability Insuranc e (Errors & Omissions) - The Developer or its Contractors
shall provide Professional Liability Insurance (Errors and Omissions) to cover liability
resulting from any error or omission in the performance of professional services under
this Contract. The policy shall provide limits of $1,000,000 per claim or per occurrence
for each wrongful act and $2,000,000 annual aggregate. The Developer or its Contractors
warrants that any applicable retroactive date precedes the date the Developer or its
Contractors first performed any professional services for the Government of the District
of Columbia and that continuous coverage will be maintained or an extended reporting
period will be exercised for a period of at least ten years after the completion of the
professional services. Limits may not be shared with other lines of coverage.
6. Commercial Umbrella or Excess Liability - The Developer or its Contractors shall provide
evidence satisfactory to the CO of commercial umbrella with minimum limits of $10,000,000 per
occurrence and $10,000,000 in the annual aggregate. Coverage must excess of required
commercial general liability, commercial auto liability, and employers’ liability. The insurance
H-5
required under this paragraph shall be written in a form that annually reinstates all required limits.
Coverage shall be primary to any insurance, self-insurance or reinsurance maintained by The
Government of the District of Columbia and the “other insurance” provision must be amended in
accordance with this requirement and principles of vertical exhaustion.
7. Crime Insurance (3rd Party Indemnity) - The Developer or its Contractors shall provide a
Crime policy including 3rd party fidelity to cover the dishonest acts of Contractors, its
employees and/or volunteers which result in a loss to the District. The Government of the
District of Columbia shall be included as loss payee. The policy shall provide a limit of
$50,000 per occurrence.
8. Environmental Liability/Contractors Pollution Liability Insurance - The Developer or its
Contractors shall provide evidence satisfactory to the CO of environmental liability
insurance covering losses caused by pollution or other hazardous conditions arising from
ongoing or completed operations of the Developer or its Contractors. Such insurance
shall apply to bodily injury, property damage (including loss of use of damaged property
or of property that has been physically injured), clean-up costs, transit and non-owned
disposal sites. Coverage shall extend to defense costs and expenses incurred in the
investigation, civil fines, penalties and damages or settlements. There shall be neither an
exclusion nor a sublimit for mold or fungus-related claims, legionella, asbestos, lead
paint, or silica. The minimum limits required under this paragraph shall be $2,000,000
per occurrence and $2,000,000 in the annual aggregate. If such coverage is written on a
claims-made basis, the Developer or its Contractors warrants that any retroactive date
applicable to coverages under the policy precedes the Developer or its Contractors’
performance of any work under the Contract and that continuous completed operations
coverage will be maintained for at least ten (10) years or an extended reporting period
shall be purchased for no less than ten (10) years after completion.
The Developer or its Contractors also must furnish to the CO Owner certificates of
insurance evidencing environmental liability insurance maintained by third party
transportation and disposal site operators(s) used by the Developer for losses arising from
facility(ies) accepting, storing or disposing hazardous materials or other waste as a result
of the Developer or contractors’ operations. Such coverages must be maintained with
limits of at least the amounts set forth above.
The Environmental Liability policy shall be further endorsed to include The Government
of the District of Columbia as an Additional Insured.
9. Installation-Floater Insurance - For projec ts not involving structural alterations, the
Developer or its Contractors shall provide an installation floater policy with a limit equal
to the Property values being installed as part of the project. The policy shall cover
H-6
property while located at the project site, at temporary locations, or in transit; deductibles
will be the sole responsibility of the Developer.
Construction Projects for Developer Provided Builder’s Risk
Builders Risk – The Developer or its Contractors shall purchase and maintain builders
risk insurance at 100% replacement cost upon the entire Work at the site and portions of
the Work stored off the site with the Developer’s approval, and contingent transit
coverage for portions of the Work in transit. This insurance shall include the interests of
the District, the Developer and the Subcontractors in the Work and shall insure against all
risk of physical damage subject to standard exclusions. Losses not covered by the
Developer's insurance shall be borne pursuant to the provisions of the Contract. The
builders risk policy will have a deductible of not more than $25,000. Losses within the
deductible will be paid by the Developer or the responsible Subcontractor. If not covered
under the builder’s risk insurance or otherwise provided in the Contract Documents, the
Developer shall effect and maintain similar property insurance on portions of the Work
stored off the site or in transit
C. SUBCONTRACTOR INSURANCE REQUIREMENTS
Any and all subcontractors engaged by Developer for work under this agreement shall be
required to have the same insured required of Contractor. Should the Developer wish to
propose different insurance requirements for the subcontractor than the ones outlined in
the Contract, then, prior to commencement of work by the subcontractor, the Developer
shall submit in writing the name and brief description of work to be performed by the
subcontractor to the CO. The CO will promptly provide in writing to the Contractor with
a decision regarding the insurance requirements applicable to the subcontractor. When
requested by the CO, the Developer must provide proof of the subcontractor's required
insurance prior to commencement of work by the subcontractor.
D. PRIMARY AND NONCONTRIBUTORY INSURANCE
The insurance required herein shall be primary to and will not seek contribution from any
other insurance, reinsurance or self-insur ance including any deductible or retention,
maintained by the Government of the District of Columbia.
E. DURATION. The Developer shall carry all re quired 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 min imum 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
H-7
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 Deve loper must send to CO, at least 10 days
after execution of this Agreement, certificates of insurance evidencing the required
insurance coverage and endorsements required herein. Developer must also provide us
with evidence of renewal before the expiration date of each insurance policy. Developer
is responsible for providing us with 30 days advanced written notice if the certificate of
insurance by the insurer has been canceled, reduced in coverage, or otherwise altered.
Certificates of insurance must reference the corresponding contract number. Evidence of
insurance shall be submitted to:
The Government of the District of Columbia
And mailed to the attention of:
DC Department of Housing and Community Development
Development Finance Division
Bernard Guzman, Special Project Coordinator
H-8
1909 Martin Luther King Jr. Ave SE | Washington, D.C. 20020
Phone Number - 202-442-4482
The CO may request, and the Developer shal l promptly deliver updated certificates of
insurance, endorsements indicating the required coverages, and/or certified copies of the
insurance policies. If the insurance initially obtained by the Developer expires prior to
completion of the contract, renewal certificates of insurance and additional insured and
other endorsements shall be furnished to the CO prior to the date of expiration of all such
initial insurance. For all coverage required to be maintained after completion, an
additional certificate of insurance evidencing such coverage shall be submitted to the CO
on an annual basis as the coverage is renewed (or replaced).
K. DISCLOSURE OF INFORMATION. The Develop er 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 De veloper’s and its subcontractors’ insurance required in
connection with this contract shall be written by insurance companies with an A.M. Best
Insurance Guide rating of at least A- VII or better (or the equivalent by any other rating
agency) and licensed in the District of Columbia.
M. WARRANTIES. When applicable, the Developer should be named as an additional
insured on the applicable manufacturer’s/distributer’s Commercial General Liability
policy using Insurance Services Office, Inc. (“ISO”) form CG 20 15 04 13 (or another
occurrence-based form with coverage at least as broad). CO should collect, review for
accuracy, and maintain all warranties for goods and services.
J-1
EXHIBIT I
CERTIFICATION OF BORROWER’S REPRESENTATIONS AND WARRANTIES
EXHIBIT I

CERTIFICATION OF BORROWER’S REPRESENTATIONS AND WARRANTIES

Certification of Borrower’s Representations and Warranties

Borrower hereby certifies to Lender that:

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

[signature page follows]

[Signature page to Certification of Borrower’s Representations and Warranties]
BORROWER:

06WUHHW1( LLC,
a District of Columbia limited liability company
By: 
06WUHHW1(00 LLC,
a District of Columbia limited liability company,
its managing member
By:_________________________
Name: 'DKQ :DUQHU
Its: Authorized Signatory
Date: ___________________ 2/24/26
J-2
EXHIBIT J
FORM OF FINAL LOAN
REDUCTION CERTIFICATE
LOANREDUCTIONCERTIFICATE
InaccordancewithapplicableProgramRequirementsandpursuanttothetermsoftheAgreement,dated2021,byandbetweentheDistrictofColumbia,amunicipalcorporation,actingbyandthroughtheD.C.DepartmentofHousingandCommunityDevelopment("Lende)and[BORROWERNAME](“Borrower
‘A.LendermadealoantotheBorrowerinatotalprincipalamountnottoexceed[LOANAMOUNT]and00/100Dollars(the“Loan”,theproceedsofwhichweetobeusedbytheBorrowertohelpfinancetheproductionof[NUMBEROFUNITS]affordableentalhousingunits[PROJECTADDRESS](he"ProjealsoKnownas30000")and
(Onorpriorotheninetith(90th)dyaftertheBorrowerrecievestheUnitedStatesDepartmentofthe.TreanuyintemalRevenveServiceLow-IncomeHousingCreditAllocationandCertfiation(Form8609),the‘BorrowersrequiredtoprovidetheLenderwitaLoanReductionCerificate,preparedandexccutdbythe‘Borrower,certifyingthenetamountoftheExcessProceedsavailablefromtheProjectthatwlbedutthe‘Lender("FinalLoanReductionCalton"),pursuanttoSection(foftheAgreement.
ForthepurposesofthisLoanReductionCerificate,therm“ExcessProceeds"means:
(*)ThesumofalfundsthatwereusedforatemporarypurposetotheextenthatuchfandsaeorwilbesubsequentlyreturnedtBorrower(he“RetiredFunds”as‘moreparticularlydescribedanddefinedinSection1(9bi.oftheAgreement),
(®PLUStheneteductionintotalcostsshownintheProjectBudgetduetounspent‘contingencyfunds,unspentshort-termreservesorotherbudgetsavingsthe“Cost“Savings”asdefinedinSection(i.oftheAgreement),
(©)PLUSanyincreaseinfundingthatiscommitedtotheProjectafertheClosingDateoverandabovethefundingsourcesshownontheProjectBudget(he"“TncreasedSources"asmorepartiallydescribedanddefinedinSetonKb.oftheAgreement),
(4)ForanExcessProceedstotalingthefollowing:

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

By,
ay(NAME)[TITLE]

K-1
EXHIBIT K
FORM OF NET CASH FLOW
CALCULATION WORKSHEET
‘DCDHCD-SurplusCash,NetCashFlowandLoanRepaymentAnalysis[tomsinbueandhighightedinyellowaretobecompletedNomsinblakareformula][Pieaseuse2019HUDChartofAccountsa areference:hipsvwudovislualdocumants9703054SGHPOE)
(Borrower:[ProjectName[AccountNumber:[DateofAudit:[auditor[worUnits:
SURPLUSCASH
currentAssets
‘TenantSubsaferPeriCoveredtytheFrancStareTenantSeourtyDepotsterCurentAse(berCuraeAse:
‘nerCurentAsst‘OneCranAsst‘TotalCurentArete

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

Oe =
L-1
EXHIBIT L
MODIFICATIONS TO LOAN AGREEMENT
[Note to drafter: Any changes to form are to be incorporated here. Sample language is provided
below.]
The following modifications are made to the text of the Agreement that precedes this Exhibit:
1. Section _______ is deleted and repla ced with the following: ___________________
2. A new Section __ is added, as follows:
RIDER 1
LOW-INCOME HOUSING TAX CREDIT PROVISIONS
This LOW-INCOME HOUSING TAX CREDITS PROVISIONS RIDER (this “LIHTC Rider”)
is attached to and amends the Loan Agreement by and between by 2229 M Street NE Owner LLC,
a District of Columbia limited liability company (“ Borrower”) and the DISTRICT OF
COLUMBIA, a municipal corpor ation, acting by and through the Department of Housing and
Community Development (“Lender”), dated as of the _________ (the “Loan Agreement”).
To the extent any provisions of this LIHTC Rider conflict with any provisions in the body of the
Loan Agreement, the provisions of this LIHTC Rider shall prevail. Any terms in the body of the
Loan Agreement not in conflict with the provisions of this LIHTC Rider remain in full force and
effect. Any capitalized terms not defined in this LIHTC Rider shall have the meaning given in the
body of the Loan Agreement.
Notwithstanding anything else in the Loan Agreement to which this LIHTC Rider is attached:
1. DEFINITIONS. The following term shall be added to the Loan Agreement:
(a) “Equity Investor” means, collective ly, (i) Red Stone Equity – Fund 111 Limited
Partnership, a Delaware limited li ability partnership, and (ii) Re d Stone Equity Manager LLC, a
Delaware limited liability company.
2. NOTICE.
Lender agrees that, as long as Equity Investor is a member or partner of Borrower, Lender shall
endeavor as a courtesy to Equity Investor to deliver to Equity Investor a copy of any notice of
default that is delivered to Borrower. Equity Investor’s address for such notice purposes is:
[c/o Red Stone Equity Partners LLC
90 Park Avenue, 28th Floor
New York, NY 10016
Attention: General Counsel]
Equity Investor may change the address to which notices intended for it are to be directed by means
of written notice given to Lender.
3. OPPORTUNITY TO CURE.
Any cure of any default by Borrow er offered by Equity Investor sh all be treated the same as if
offered by Borrower.