OFFICE OF THESECRETA
RY
20 MAR -9 PH ys 53
Muriet Bowser
Mayor
WAR ~ 2020
The Honorable Phil Mendelson
Chairman
Councilof the District of Columbia
1350 Pennsylvania Avenue, NW, Suite 504
Washington, DC 20004
Dear Chairman Mendelson:
Pursuant to D.C. Official Code 2-352.02, I have enclosed, for consideration by the Council of
the District of Columbia, the contract in excessof $1 million, and the Council Contract Summary
for the proposed loan agreement in the amount of $ 10,371,626 between the Department of
Housing and Community Development (DHCD) and Spring Flats Family LLC, from the
Housing Production Trust Fund (HPTF). The DHCD loan proceeds will be used for the purpose
of financing certain eligible construction costs, soft costs and predevelopment costs related to the
new construction of fifty-eight (58) affordable units, which is a portionofan eighty-seven (87)
unit mixed income building, on a newly created tax lot located at 1001 Spring Road, N.W., in
Ward 4.
The project will also receive permanent financing in the amount of an $8,670,000 first trust loan
from DCHFA/HUD Risk Share; $8,387,755 in Low Income Housing Tax Credit Equity from
Bank of America Merrill Lynch; $663,500 ofdeferred developer fee, for a total development
cost of $28,092,88I for the affordable units
As always, I am available to discuss any questions you may have regarding the proposed loan
agreement. In order to facilitate a response to any questions concerning this proposed loan
agreement, please have yourstaff contact Tsega Bekele, Interim Chief of Staff, DHCD at (202)
442-7144.
J look forward to your favorable consideration of this proposed loan agreement.
Sincerely,
Muriel Bawsr
Enckosures
GOVERNMENT OF THE DISTRICT OF COLUMBIA
Department of Housing and Community Development
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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 typeofcontract:
Proposed Contractor: Spring Flats Family LLC
Contract Amount: $10,371,626.00
Unit and Method of Compensation: Draw Schedule
TermofContract: The termofthe Loan shall be forty (40) years from the date of Loan Closing,
(the Loan Term). (1) the commencement date of the amortizationofthe DCHFA Permanent Loan
under the Senior Loan Documents, or (2) the first dayof the twenty-fifth (25") month after the date
of Loan Closing.
Type of Contract: Loan agreement
(B) The goods or services to be provided, the methodsof delivering goods or services, and any
significant program changes reflected in the proposed contract:
The DHCD loan proceeds will be used for the purpose of financing certain eligible construction
costs, soft costs and predevelopment costs related to the new construction of fifty-eight (58)
affordable units, which is a portion of an eighty-seven (87) unit mixed income building, on a
newly created tax lot located at 1001 Spring Road, N.W., in Ward 4.
The selection process, including the numberofofferors, the evaluation criteria, and the
evaluation results, including the price and technical components:
DHCD received a project funding proposal submitted by the Borrower requesting funds to be
used for the purposeoffinancing certain eligible construction costs, soft costs and
predevelopment costs related to the new construction of fifty-eight (58) affordable units, which is
a portionofan eighty-seven (87) unit mixed income building, on a newly created tax lot located
at 1001 Spring Road, N.W., inWard 4.
@) The background and qualifications of the proposed contractor, including its organization,
financial stability, personnel, and prior performance on contracts with the District
government:
Page 1 of3
The borrower, Spring Flats Family LLC, is controlled by Springs Flats Family Manager
LLC, which has Spring Flats MD LLC as its sole member and manager. Spring Flats
MD LLC was formed on September 29, 2017. Its composition is as follows:
Victory Housing, Inc. (Managing Member) - 51%
Brinshore Development - 44%
Bane of America Community Development Corporation - 5%
(E) Performance standards and the expected outcome of the proposed contract:
The DHCD loan proceeds will be used for the purpose of financing certain eligible
construction costs, soft costs and predevelopment costs related to the new construction of
fifty-eight (58) affordable units, which is a portion of an eighty-seven (87) unit mixed
income building, on a newly created tax lot located at 1001 Spring Road, N.W., in Ward
4. The project is consistent with the Departments goal of increasing affordable housing,
especially among low-to-moderate income residents and preserving existing affordable
housing. Additionally, the Borrower is required to fulfill all conditions as set forth in the
Loan Agreement within the agreed upon time frames. Failure to fulfill the terms of the
Loan Agreement will constitute default.
) Acertification that the proposed contract is within the appropriated budget authority
for the agency for the fiscal year and is consistent with the financial plan and budget
adopted in accordance with D.C. Official Code 47-392.01 and 47-392.02:
The loan will be funded through the Housing Production Trust Fund. Attached is the
certification that the proposed Loan Agreement is consistent with the District's financial
plan and budget.
(G) Acertification 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.
(HDA certification that the proposed contractor is current with its District and federal
taxes or has worked out and is current with a payment schedule approved by the
District or federal government:
District and Federal tax law compliance certifications are attached.
Page 2 of3
(Q) 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.):
Spring Flats Family 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) Astatement indicating whether the proposed contractor is currently debarred from
providing services or goods to the District or federal government, the datesof 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.dhed.dc.gov.
Page 3 of3
et
GeGovernment of the District of Columbia
CERTIFICATE OF CLEAN HANDS
SPRING FLATS MD LLC
11400 ROCKVILLE PIKE STE 505
ROCKVILLE, MD 20852-3022
EIN :*****4938
As reported In the Citywide Clean Hands systam, the above referenced
Individual or entity has no outstanding |iabilty with the District of
Columbia. Asofthe date herein, you hays complied with thefollowing
Official DC code and therefore are Iseutd this Certificate of Clean
Hands.
ITE 47, TAXATION,LICENSING, PERMITS, ASSESSMENTS AND FEES
CHAPTERWB, GENERAL LICENSE LAW
SUBCHAPTER Il, CLEAN HIMNDS BEFORE RECEIVIN G A LICENSE OR PERMIT
. D.C, Code 47-2862 (2006)
47-2868, Prohibition against issuance of ficense ot permit.
are
Date: Tuesday this 4th day of February 2020 11:42AM
Authorized By
Chief, Collection
Tracking#: 1227083 This document Is a certified, complate and true copy.
S3covernment of the District of Columbia
CERTIFICATE OF CLEAN HANDS
SPRING FLATS FAMILY LLC
11400 ROCKVILLE PIKE STE 605
ROCKVILLE, MD 20862-3022
EIN :*****6280
As reported In the Citywide Clean Hands eystami;the above referenced
Individual or entity has no outstanding lability with the District of
Columbia. Asof the date herein, you hava,complie d with the following
officlal DC code and thereforeare isauied this Certifi cate of Clean
Hands. ae
TILE 47, TAXATION, LICBQSING, PERMITS, ASSESSMENTS AND FEES
cI }. GENERAL LICENSE LAW
SUBCHAPTER Il. CLEAN H#NDS BEFORE RECEIVING ALICENSE OR PERMIT
2 5B.C, Code 47-2862 (2008)
47-2862. Prohibition against issuance of license or permit
hep
< Date: this at 10:28
By Aronin
Chief, Collection Division
Tracking#: 1226883 This document is a certified, complete and true copy.
aes
Sze Government of the District of Columbia
CERTIFICATE OF CLEAN HANDS
SPRING FLATS FAMILY MANAGER LLC
11400 ROCKVILLE PIKE STE 505
ROCKVILLE, MD 20852-3022
EIN :*****6591
As reported in the Citywide Clean Hands system, the above referenced
Individual or entity has no outstanding lability with the District of
Columbia. As of the date herein, you haya complied with the following
official DC code and therefore are tssued this Certificate of Clean
Hands.
TILE 47. TAXATION, LICENSING, PERMITS, ASSESSMENTS AND FEES
CHAPTER 28, GENERAL LICENSE LAW
SUBCHAPTER Il, CLEAN HANDS BEFORE RECEIVING A LICENSE OR PERMIT
D.C. Code 47-2862 (2006)
47-2862, Prohibition against Issuance of license or permit,
a
Bc.
Authorized By Mare Aronin
Chief, Collection Division
Date: Tuesday this 4th day of February 202010:28 AM
Tracking#: 1226879 This document
is a certified, complete and true copy,
Initial File #: 100006367849
Entity Type: LLC
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS
CORPORATIONS DIVISION
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CERTIFICATE
THIS IS TO CERTIFY that all applicable provisionsof the District of Columbia Business
Organizations Code (Title 29) have been complied with and accordingly, this CERTIFICATE OF
GOOD STANDING is hereby issued to
Spring Flats Family LLC
WE FURTHER CERTIFY that the domestic filing entity is formed under the lawofthe District
on 8/14/2019; 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 ofthe 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 Ihave hereunto set my hand and caused the sealof this office to
be affixed as of 1/24/2020 5:01 PM
Business and Professional Licensing Administration
CrasC1 Cusimr
JOSEF G. GASIMOV
Acting Superintendent of Corporations
Corporations Divisiorl
Muriel Bowser
Mayor
Tracking #: 2PbqHIVE
Initial File #: L00005790038
Entity Type: LLC
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS
CORPORATIONS DIVISION
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CERTIFICATE
THIS IS TO CERTIFY that all applicable provisionsofthe District of Columbia Business
Organizations Code (Title 29) have been complied with and accordingly, this CERTIFICATE OF
GOOD STANDING is hereby issued to
Spring Flats MD LLC
WE FURTHER CERTIFY that the domestic filing entity is formed under the law of the District
on 9/29/2017; 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 recordsofthe 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 entitys
endorsement.
IN TESTIMONY WHEREOF
Ihave hereunto set my hand and caused the sealof this office to
be affixed as of 1/24/2020 4:55 PM
Business and Professional Licensing Administration
Ce
Ga Cum
JOSEFG.GASIMOV
Acting Superintendent of Corporations
Corporations Division]
Muriel Bowser
Mayor
Tracking
#: 24NbZtmk
Initial Fite #: L00006367835,
Entity Type: LLC
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS
CORPORATIONS DIVISION
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CERTIFICATE
THIS IS TO CERTIFY that all applicable provisionsofthe District of Columbia Business
Organizations Code (Title 29) have been complied with and accordingly, this CERTIFICATE OF
GOOD STANDING is hereby issued to
Spring Flats Family Manager LLC
WE FURTHER CERTIFY that the domestic filing entity is formed under the law ofthe District
on 8/14/2019; 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 recordsofthe 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 entitys
business practices and financial standing and this certificate shall not be construed as the entitys
endorsement.
IN TESTIMONY WHEREOFIhave hereunto set my hand and caused the sealofthis office to
be affixed as of 1/24/2020 5:03 PM
Business and Professional Licensing Administration
JOSEF G. GASIMOV
Acting Superintendent of Corporations
Corporations Division|
Muriel Bowser
Mayor
Tracking #: XCkuVEH
AFFIDAVIT
I, Leila A. Finucane, hereby attest that
all members of the development team, who are listed below, are not listed in the
List of Parties Excluded from Federal Procurement or Non-Procurement Programs.
DEVELOPMENT TEAM
Developer:___Victory Housing, Inc., Brinshore Development LLC, Banc ofAmerica CDC
Consultant(s): w/e
Management Agent: Habitat America, LLC.
Attomey:__Klein Homig
Engineer(s):__Wiles Mensch,
Architect(s):__Wiencek and Associates
Other(s):
J further attest that no principal, major stockholder, officer, or director of a development team
member is debarred from participating in a federal procurement or non-procurement program.
Signature of (a
__President,
Tile
21472020.
Date
Swom and subscribed to before
Me this PD day of
JOHN D. SPENCER:
NOTARY PUBLIC
MONTGOMERY COUNTY
MARYLAND
MYCOMMISSION EXPIRES |MARCH 21, 2022
(Seal)
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: Spring Flats Family LLC
Should the D.C. Council have any questions regarding this loan/grant/lease, please contact:
Laveme Scott (202) 442-7283
Project Manager Telephone Number
TYPE OF DOCUMENT SUBMITTED
1. OAcantGranvLeaseModification 4. oO Unwritten or Informal Contract
2. FF prercise of Grant Option Year(E.0.) | 5. TT ease of Real Property
3. Hil LoanGrantLease Agreementfor: 6 OD otter:
Sprin; amily
LOAN/IGRANT TYPE
1 om 4 [Cost Reimbursement
2. | Loan Price $10,371,626 5.) Time and Material
3. ([] TaskOrder 6. [[] Advance Payment
Page 1 of4
GRANT/LOAN/LEASE INFORMATION
Grant/Loan/Lease No. :_DHCD