MURIEL BOWSER
     MAYOR
July 3, 2023
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 a proposed contract
with 737 50th Street Owner, LLC.
Under the proposed contract, the Department of Housing and Community Development (“DHCD”) will loan
$15,735,547 from the Housing Production Trust Fund for the purpose of financing certain eligible
acquisition costs, predevelopment costs, soft costs, and construction hard costs for 76 units of affordable
senior housing located at 737 50th Street, NE in Ward 7.
My administration is available to discuss any questions you have regarding the proposed contract. In order to
facilitate a response to any questions you may have, please have your staff contact Tsega Bekele, Chief of
Staff, DHCD, at (202) 442-7144.
I look forward to the Council’s favorable consideration of this contract.
Sincerely,
Muriel Bowser, Mayor
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: 737 50th Street Owner, LLC
    Contract Amount:        $15,735,547
    Unit and Method of Compensation: Draw Schedule
    Term of Contract:         42yrs / 5% Simple Interest during construction decreasing to
                              3% Simple Interest at Stabilization
    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 737 50 th Street Owner, LLC in the amount of $15,735,547 from the
       Housing Production Trust Fund for the purpose of financing certain eligible
       predevelopment costs, soft costs and construction hard costs associated with 76
       affordable senior housing units located at 737 50th Street, NE in Ward 7.
(C) Results, including the price and technical components:
        DHCD received a request for funding from the borrower to be used for the purpose of
       financing certain eligible acquisition costs, predevelopment costs, soft costs and
       construction hard associated with 76 affordable senior housing units located at 737 50 th
       Street, NE in Ward 7.
                                               Page 1 of3
(D) The background and qualifications of the proposed contractor, including its
    organization, financial stal     y, personnel, and prior performance on contracts with
    the District government:
       The contractor is a newly formed entity specific to this project. MANNA, Ine. is the co-developer
       and co-sponsoring organization of the H.R. Crawford Gardens project, alongside Legacy Real
       Estate Development, LLC. CRP Affordable Housing and Community Development, LLC is also a
       development partner. MANNA is a 501(c)(3) organization that has been developing affordable
       housing in the District since it was founded in 1982. The non-profit specializes in for-sale housing
       and provides educational programs such as homebuyer courses throughout the District. Legacy
       Real Estate is currently under construction on another development which received DHCD gap
       financing (17 Mississippi Avenue, SE).
(E) Performance standards and the expected outcome of the proposed contract:
       The proposed DHCD loan proceeds will be used to provide a loan to 737 50 Street
       Owner, LLC in the amountof $15,735,547 from the Housing Production Trust Fund for
       the purpose of financing certain eligible acquisition costs, predevelopment costs,
       construction costs, and soft costs associated with the construction of 76 affordable
       senior housing units located at 737 50" Street, NE in Ward 7.
       ‘The project is consistent with DHCD’s goalofpreserving 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.
(B) 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 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 againsttheDistriet:
       A legal sufficiency memorandum from the Officeofthe General Counsel is attached.
(A) 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 of3
(@® The status of the proposed contractor asa 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.):
       737 50 Street 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 datesofthe
    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.de.gov.
                                            Page 3 of 3
                Government of the District ofColumbia
 me
          pa
  [EEE —_OfficeoftheChief Financial
                               Officer                                                                1101 4Street, SW
  HEE Officeof Tax and Revenue                                                                        Washington, DC 20024
Dateof Notice: April 25, 2023                                                Notice Number: L0009552256                      ES
137 SOTH STREET OWNER, LLC                                                   FEIN: **-***6635
13876 SW 56TH ST NUM 268                                                     Case ID: 1495177
MIAMI FL 33175-6021
                                        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 II. CLEAN HANDS BEFORE RECEIVING A LICENSE OR PERMIT
                                   D.C. CODE § 47-2862 (2006)
               § 47-2862 PROHIBITION AGAINST ISSUANCE OF LICENSE OR PERMIT
      ke
       —
      Authorized By Melinda Jenkins
      Branch Chief, Collection and Enforcement Administration
   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 4th Street SW, Suite W270, Washington, DC 20024/Phone: (202) 724-5045/MyTax.DC.gov
                                                                              Initial File #: 100006360806
                                                                                           Entity Type: LLC
       GOVERNMENT OF THE DISTRICT OF COLUMBIA
         DEPARTMENT OF LICENSING AND CONSUMER PROTECTION
                      CORPORATIONS DIVISION
                                Lo
                              CERTIFICATE
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
737 50th Street Owner, LLC
WE FURTHER CERTIFY that the foreign entity is registered to do business in the District on
08/05/2019; 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 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
entity’s business practices and financial standing and this certificate shall not be construed as the
entity’s endorsement.
IN TESTIMONY WHEREOFI have hereunto set my hand and caused the sealofthis office to
be affixed as of 4/26/2023 10:38 AM.
                                                Business and Professional Licensing Administration
                                                Rebecca Gane
                                                 REBECCA JANOVICH
                                                 Superintendent of Corporations,
                                                 Corporations Division
Muriel Bowser
Mayor
Tracking #: FhODbYCa
MEMORANDUM
TO:            Deborah George-Johnson
               Associate Director
               Office of Policy and Legislative Affairs
FROM:          Colleen Green
               Director, DHCD                         JUN 12 2023
DATE:
 SUBJECT: — Mayor’s Signature and Transmittal to Council of a Loan in Excessof $1
            Million Between the Department of Housing and Community Development
            (DHCD) and 737 50" Street Owner, LLC for the Purpose of Financing
            Certain Eligible Acquisition Costs, redevelopment Costs, Soft Costs, and
            Construction Hard Costs Associated with 76 Affordable Senior Housing
            Units Located at 737 50" Street, NE in Ward 7
‘At your earliest convenience, please forward the attached contract package to the Mayor for
signature and then to the Council for review. Please notify Taura Smalls, of my staff, when the
Ten-Day Contract Package has been filed with the Council.
‘The Department of Housing and Community Development (DHCD) proposes to provide a loan
to 737 50" Street Owner, LLC in the amountof $15,735,547 from the Housing Production
Trust Fund for the purpose of financing certain eligible acquisition costs, predevelopment costs,
soft costs, and construction hard costs approved by DHCD for 76 unitsofaffordable senior
housing located at 737 50" Street, NE in Ward 7.
Additional funding for this project includes $8,000,000 of first trust permanent debt from.
J.P. Morgan Chase; $21,341,668offederal 4% Low Income Housing Tax Credit (LIHTC)
equity through the DC Housing Finance Agency (DCHFA); $249,323 in 45L tax credit and
solar Investment Tax Credit equity from Wilfred N. Cooper & Associates (WNC);
$4,059,962 in DC LIHTC equity; and $2,478,227 of sponsor contributions (including a
deferred developer fee); for a total development cost of $51,864,727. DC LIHTC equity
proceeds are expected to be contributed to the project after completion and will pay down
the principal of the HPTF loan.
Ifthere are any concerns, please contact me at (202) 442-7210, or Taura Smalls, Legislative
 Affairs Specialist, at (202) 442-7259.
 Attachments
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                     GOVERNMENT OF THE DISTRICT OF COLUMBIA
                 DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
                                   Officeof the General Counsel
           eK        d
MEMORANDUM
TO:            Muriel E, Bowser
               Mayor
THRU:          Julia H. Wiley, General Counsel
               Department of Housing and Community Development
FROM:          __Donnette A. Cooper, Assistant General CounselDe
               Department of Housing and Community Development
DATE:          May 9, 2023
SUBJECT: Proposed Loan in the principal amount not to exceed Fifteen Million Seven
         Hundred Thirty-Five Thousand Five Hundred Forty-Seven Dollars and Zero
         Cents ($15,735,547.00) (the "Loan'') to 737 S0th Street Owner, LLC (the
         “Borrower”)
‘The proposed Loan is funded by Housing Production Trust Fund (“HPT”) program funds in an
amount not to exceed Fifteen Million Seven Hundred Thirty-Five Thousand Five Hundred Forty-
Seven Dollars and Zero Cents ($15,735,547.00). The Loan proceeds will finance eligible
expenses, including acquisition costs, soft costs, and construction hard costs, related to the
construction of Seventy-Six (76) units at the real property located at 737 50th Street NE,
Washington, DC 20019 (the "Project"). Seventy-Six (76) Project units shall be reserved as
affordable housing units (the “Reserved Units”) for seniors, including seven (7) units for grand
families (households composed ofgrandparents living with and caring for grandchildren or other minor
children in their extended family) and sixteen (16) units for permanent supportive housing. Sixteen
 (16)of the Reserved Units shall be affordable to and occupied by households at or below 30% of
 the median family income (“MFI”); and Sixty (60) of the Reserved Units shall be affordable to
 and occupied by households at or below 50% of 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
ofthe General Counselof 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 Donnette A. Cooper on
 (202) 442-7225.
        Colleen Green, Acting Director
        Joseph Knackstedt, Deputy Manager, DFD
        Nena Perry-Brown, Project Manager, DFD
        Mikaell Briscoe, Development Finance Office Coordinator, DFD
        Taura Smalls, Legislative Affairs Specialist
                                        Delaware                                           son
                                                    The First State
          I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
  DELAWARE, DO HEREBY CERTIFY "737 50TH STREET OWNER, LLC" IS DULY
  FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD
  STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS
  OFFICE SHOW, AS OF THE TWENTY-SIXTH DAY OF APRIL, A.D. 2023.
         AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "737 50TH STREET
  OWNER, LLC" WAS FORMED ON THE THIRTY-FIRST DAY OF JULY, A.D. 2019.
         AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE BEEN
  PAID TO DATE.
                                                                            lay bao Seeary Be
7540972 8300                                                                Authentication: 203218363
SR# 20231636697                                                                         Date: 04-26-23
You may verify this certificate online at corp.delaware.gov/authver shtml
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                                    AEFIDAVIT REGARDING DEBARMENT
          I, Jerrod Delaine,                                             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. Legacy Real Estate Development
          Consultant(s TMAssociatesDevelopment,Inc
          Management Agent:__'M Associates Management, Inc
                    : S.
                  VOU
          ‘Attorney
          Engineer(s):_Vika Capitol
          Architect(s):__Soto.
          ConstructionContractor:Bozutto
          Other(s);_Manna, Inc,_CRPAffordable Housing
           |furtherattestthat no principal, major stockholder, officergordirectorofadeveloprfient team
          ‘memberisdebarredfromparticipating     in a federal procur¢fment ornon-procysetinent program.
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                GOVERNMENT OF THE DISTRICT OF COLUMBIA
              DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
 February 3, 2023
 VIA ELECTRONIC MAIL,
 Commissioner Antawan Holmes
 Chair ANC 7C
 Washington, DC 20019
 Tc07@anc.degov
 Re: HR Crawford Gardens 737 50" Street NE
 Dear Commissioner Holmes
 Pursuant to D.C. Official Code § 1-309.10 (2001 ed.), you are hereby informed that the
 Department of Housing and Community Development (“Department” or “the Department”)
 proposes to provide 737 50" Street Owner, LLC with funding in an approximate amount of
 $15,735,547 in Housing Production Trust Funds that will be used to finance acquisition,
 construction, and related costs for the affordable housing project to be located at 737 50 Street
 NE.
 Please be advised that Advisory Neighborhood Commission 7C has thirty (30) business days
 from the dateofthis notice to submit comments on the above proposed action. District law
 requires that the Department give “great weight” to all relevant ANC concems or
 recommendations. We respectfully request that any comment in response waive the remainder of
 the statutory 30 day ANC notice comment period.
 The Department must receive comments by Monday, March 20, 2023 (i.e. the thirty-business
 day comment period). You must include a reference to the subject matter identified at the top of
 this notice in your response. Comments may be sent by email to Richard