MURIEL BOWSER
MAYOR
November 1, 2022
The Honorable Phil Mendelson
Chairman
Council of the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue, NW, Suite 504
Washington, DC 20004
Dear Chairman Mendelson:
Pursuant to section 451 of the District of Columbia Home Rule Act (D.C. Official Code 1-
204.51), enclosed for consideration and approval by the Council of the District of Columbia is
proposed Contract No. 2022-73 with FPE Development, LLC in the amount of $17,242,204.
Under the proposed contract, the District will loan $17,242,104 to FPE Development, LLC, which
will use the proceeds of the loan to finance certain eligible acquisition costs, soft costs, and
construction hard costs for 125 units of affordable housing located at 2641 14th Street, NW in
Ward 1.
I am available to discuss any questions you have regarding the proposed contract. In order to
facilitate a response to any questions you may have, please contact Tsega Bekele, Chief of Staff,
DHCD, (202)442-7144.
I look forward to the Councils favorable consideration of this contract.
Sincerely,
Muriel Bowser
Enclosures
 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: FPE DEVELOPMENT, LLC
Contract Amount: $17,242,104
Unit and Method of Compensation: Draw Schedule
Term of Contract: 43yrs/3% 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 FPE Development, LLC in the amount of $17,242,104 from the
Housing Production Trust Fund for the purpose of financing certain eligible
predevelopment costs. acquisition costs, soft costs and construction hard costs
associated with 125 affordable housing units located at 2641 14th Street, NW in Ward
1.
(C) Results, including the price and technical components:
DHCD received a request for funding from the borrower to be used for the purpose of
financing certain eligible predevelopment costs, acquisition costs, soft costs and
construction hard associated with 125 affordable housing units located at 2641 14th
Street, NW in Ward 1.
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:
The Sponsor of the loan is FPE Development, LLC. The Managing Member of the LLC is FPE
MM Partners, LLC (.01%) which is a joint venture between THCAH FPE LLC and FPE
Development Partners, LLC. FPE MM Partners, LLCs ownership structure is THCAH FPE
LLC, Managing Member (51%) and FPE Development Partners, LLC, Administrative Member
(49%) Parent companies affiliated with these entities include Housing Up (formerly THC
Affordable Housing, Inc), Jonathan Rose Companies, and Somerset Development Company, LLC.
The sponsor/proposed contractor has demonstrated financial stability and satisfactory prior
performance on contracts with the District government.
(E) Performance standards and the expected outcome of the proposed contract:
The proposed DHCD loan proceeds will be used to provide a loan to FPE Development,
LLC in the amount of $17,242,104 from the Housing Production Trust Fund for the
purpose of financing certain eligible predevelopment costs, acquisition costs,
construction costs, and soft costs associated with 125 affordable housing units located at
2641 14th Street, NW in Ward 1.
The project is consistent with DHCDs goal of preserving and producing affordable
housing for low-to-moderate income residents. 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.
(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 that the proposed loan agreement is consistent with the Districts financial
plan and budget.
(G) A certification that the proposed contract is legally sufficient, including whether the
proposed contractor has any currently pending legal claims against the District:
A legal sufficiency memorandum from the Office of the General Counsel is attached.
(H) A certification that the proposed contractor is current with its District and federal
taxes or has worked out and is current with a payment schedule approved by the
District or federal government:
District and federal tax law compliance certifications are attached.
 Page 2 of 3
(I) The status of the proposed contractor as a certified local, small, or disadvantaged
business enterprise as defined in the Small, Local, and Disadvantaged Business
Enterprise Development and Assistance Act of 2005, effective October 20, 2005 (D.C.
Law 16-32; D.C. Official Code 2-218.01 et seq.):
FPE Development, 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
* Government ofthe DistrictofColumbia
*
*
mmm Office oftheChief Financial Officer 1101 4 Stree, SW
Hmmm Office ofTax and Revenue Washington, DC 20024
Date ofNotice: October 17, 2022 Notice Number: 10008310310 =
FPE DEVELOPMENT FEIN: **-*#*1247
5101 WISCONSIN AVE NW STE 410 Case ID: 1307471
WASHINGTON DC 20016-4140
CERTIFICATE
OFCLEANHANDS
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. Asofthe 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 Tl. CLEAN HANDS BEFORE RECEIVING A LICENSE OR PERMIT
D.C. CODE 47-2862 (2006)
47-2862 PROHIBITION AGAINST ISSUANCE OF LICENSE OR PERMIT
He)
Ruthorized
By MareAronin
Chief, Collection Division
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.
1101 th Street SW, Suite W270, Washington, DC 20024/Phone: (202) 724-5045/MyTax.DC.gov
 Initial File # C00007025679
Entity Type: LLC
GOVERNMENT OF THE DISTRICT OF COLUMBIA.
DEPARTMENT OF LICENSING AND CONSUMER PROTECTION
CORPORATIONS DIVISION
Ld
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
FPE Development, LLC
WE FURTHER CERTIFY that the foreign entity is registered to do business in the District on
06/11/2021 ; 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
entry's registration has not been terminated. 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 WHEREOF Ihave hereunto set my hand and caused the seal of this office to
be affixed as of 10/17/2022 10:45 AM.
Business and Professional Licensing Administration
Rebecea Ganovich
REBECCA JANOVICH
Deputy Superintendent of Corporations,
Corporations Division
Muriel Bowser
Mayor
Tracking #: GGejypQ3
 GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
MEMORANDUM
OCTOBER 17, 2022
TO: Muriel Bowser, Mayor
THRU: Julia H. Wiley
General Counsel, Department of Housing and Community
Development
FROM: Sulma Khalid
Assistant General Counsel, Department of Housing and
Community Development
RE: Proposed District of Columbia, acting by and through the
Department of Housing and Community Development (DHCD),
Housing Production Trust Fund (HPTF) loan of
$_$17,242,104.00 (the Loan) to FPE Development, LLC to be
used for acquisition and construction soft and hard costs associated
with the property located at 2641 14th Street, NW in Washington,
DC.
________________________________________________________________________
DHCD proposes to enter into the above referenced Loan to FPE Development, LLC to
be used for acquisition and construction soft and hard costs associated with a housing
development, with one hundred twenty-five (125) units of affordable rental housing
(Project), on property located at 2641 14th Street, NW in Washington, DC (the
Property). Nine (9) units will be restricted as Permanent Supportive Housing filled
from the DC Coordinated Entry System, to be affordable to and occupied by households
with incomes at or below 30% of MFI.
The Loan will be funded with HPTF monies in accordance with the requirements of the
HPTF statutes and regulations. Restrictive covenants will be placed on the Property and
will require that eighty (80) units remain continuously affordable to households at or
below 60% of MFI, thirty-six (36) units remain continuously affordable to households at
or below 50% of MFI, and nine (9) units will remain continuously affordable to
households at or below 30% of MFI, in perpetuity.
The Loan Agreement has been prepared by the Office of the General Counsel for DHCD
and is certified to be legally sufficient in accordance with all applicable federal and
District of Columbia laws. If you have any specific questions regarding this Loan
transaction, please contact Sulma Khalid at (202) 442-7165.
Attachments.
cc: Drew E. Hubbard, Interim Director, DHCD
Reshma Holla , Development Finance Supervisor, DFD, DHCD
Laverne Scott, DFD, DHCD
 DEBARMENT AFFIDAVIT
I, James Campbell 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 TRAM
Developer: Deve_p
Consultant A
Manageme Habita
Attorney: bod
Engineer(s): A
Architect(s): Eric Colbert
Other(s)"___ John Mori
| further attest that no principal, major stockholder, officer, or directorof a development team
member is debarred from participating in a federal procurement or non-procurement program.
}
A nzed_ OFFicw
ber 17, zozZ
Date
Sworn and subscribed to before
neo TYday of
 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: FPE DEVELOPMENT, LLC
Should the D.C. Council have any questions regarding this loan/grant/lease, please contact:
Project Managers: Laverne Scott Telephone Number: (202) 442-7283
TYPE OF DOCUMENT SUBMITTED
1. Loan/Grant/Lease Modification 4. Unwritten or Informal Contract
2. Exercise of Grant Option Year (E. O.) 5. Lease of Real Property
6. Other:
3. Loan/Grant/Lease Agreement for:
FPE Development, LLC
LOAN/GRANT TYPE
1. Grant 4. Cost Reimbursement
2. Loan Price $17,242,104 5. Time and Material
3. Task Order 6. Advance Payment
Page 1 of 4
 GRANT/LOAN/LEASE INFORMATION
Grant/Loan/Lease No. : _DHCD Amount: $17,242,104 (HPTF)
Interest Rate: 3%
Does this Grant/Loan Amount exceed $1 million: Yes No
If yes, please attach a copy of the DC Council approval and provide the following information:
Date received: Date approved:
LEASE INFORMATION
Lease No.: Total Cost
Location: Annual Cost
Sq. Ft. Leased: Cost Per Sq. Ft.
Total Bldg. 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 N/A
If Yes, indicate the amount the District will need to expend and the percentage this amount
represents of the total funds required to support the effort. District Funds $
% .
Page 2 of 4
 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?
Yes No
2. Have reserved funds been obligated for payment? (If Yes, ensure documentation is included in
Grant/Loan File).
Yes No
3. Is the File complete? (If Yes, please attach pertinent documentation).
Yes No
4. Is the subrecipient a successor to or affiliated with another individual or business that has
Grant/Loan with the Agency?
Yes No
If Yes, name of Predecessor/Affiliate:
Somerset Development, Housing Up (formerly known as THC), and Jonathan Rose Companies.
Affiliates or joint ventures of these entities have been involved in the development of multiple DHCD-
supported projects.
5. Is a former District employee an owner, officer, or affiliate of the subrecipient?
Yes No
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
Page 3 of 4
 CERTIFICATIONS
I certify that this proposed loan between the Department of Housing and Community Development (DHCD)
and FPE Development, LLC in the amount of $17,242,104 from the District of Columbia Housing Production
Trust Fund will finance certain eligible predevelopment, acquisition costs, construction costs, and soft costs
associated with 125 affordable housing units located at 2641 14th Street, NW in Ward 1 and is in compliance
with the applicable Federal and District of Columbia Regulations and DHCDs policies and procedures.
Drew E. Hubbard Date
Interim Director, DHCD
10/24/22
Tsega Bekele Date
Chief of Staff, DHCD
I have reviewed this Grant/Loan/Lease action and have determined that it is within the Districts
Financial Plan and Budget for FY 2023 and that funds are available to support the action.
Beth Spooner Date
Agency Fiscal Officer, DHCD