MURIEL BOWSER
MAYOR
July 1, 2021
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) and section 202 of the Procurement Practices Reform Act (D.C. Official Code 2-
352.02), I have enclosed for consideration by the Council of the District of Columbia a contract in
excess of $1 million during a 12-month period, and associated contract summary, for a proposed
loan in the amount of $16,973,133 to Kenilworth 166 1 JV LLC from the Housing Production
Trust Fund.
The Department of Housing and Community Development (DHCD) proposes to provide a loan to
from the Housing Production Trust Fund for the purpose of financing certain eligible construction
soft and hard costs approved by DHCD for 166 units of affordable housing located at Douglas
Street, NE; Quarles Street, NE; 45th Street, NE; and Kenilworth Street, NE in, Washington, D.C.,
in Ward 7.
I look forward to the Councils favorable consideration of this proposed contract.
Sincerely,
Muriel Bowser
Enclosure
 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:
$ The proposed contractor, contract amount, unit and method of compensation, contract
term, and type of contract:
Proposed Contractor: Kenilworth Revitalization 1 JV LLC
Contract Amount: $16,973,133
Unit and Method of Compensation: Draw Schedule
Term of Contract:  yrs/3% Interest
Type of Contract: Loan agreement
% 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 Kenilworth Revitalization 1 JV LLC in the amount of $16,973,133
from the Housing Production Trust Fund for the purpose of financing certain eligible
construction soft and hard costs associated with 166 affordable housing units located
Douglas Street, NE; Quarles Street, NE; 45th Street, NE; Kenilworth 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 construction soft and hard costs associated with 166
affordable housing located at Douglas Street, NE; Quarles Street, NE; 45th Street, NE;
Kenilworth Street, NE., in Ward 7.
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 Owner/Borrowing Entity will be Kenilworth Revitalization 1 JV LLC, a limited liability
corporation that will be owned by a joint venture of The Michaels Organization, The District of
Columbia Housing Authority, and The Warrenton Group. Michaels will be the primary sponsor and
own 42% of the managing member. Michaels is the largest affordable housing developer in the
United States and will serve as the guarantor and sponsor for the first trust loan and equity
investment. Michaels recently finished construction on a 195 unit project on South Capitol Street,
SW.
(E) Performance standards and the expected outcome of the proposed contract:
The proposed DHCD loan proceeds will be used to provide a loan to Kenilworth
Revitalization 1 JV LLC in the amount of $16,973,133 from the Housing Production
Trust Fund for the purpose of financing certain eligible construction soft and hard costs
associated with 166 affordable housing units located Douglas Street, NE; Quarles Street,
NE; 45th Street, NE; Kenilworth Street, NE., in Ward 7.
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.
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(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.):
Kenilworth Revitalization 1 JV LLC is not a certified local, small, or disadvantaged
business enterprise. The Warrenton Group, junior partner in Kenilworth
Revitalization 1 JV LLC, is 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 OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
Office of the General Counsel
MEMORANDUM
TO: Muriel E. Bowser
Mayor
THRU: Julia H. Wiley General Counsel
Department of Housing and Community
mmunity Development
FROM: Donnette A. Cooper,
Assistant General Counsel
sel Depart
Department of Housing and Community Development
DATE: June 3, 2021
SUBJECT: Proposed Loan in the principal amount not to exceed Sixteen Million Nine
Hundred Seventy-Three Thousand One Hundred Thirty-Three Dollars and
Zero Cents ($16,973,133.00) (the "Loan") to 1Kenilworth Revitalization 1 JV
LLC, (the Borrower)
The proposed Loan is funded by Housing Production Trust Fund Program ("HPTF") funds in an
amount not to exceed Sixteen Million Nine Hundred Seventy-three Thousand One Hundred
Thirty-three Dollars and Zero Cents ($16,973,133.00). The Loan proceeds will finance eligible
expenses, including construction soft and hard costs, related to the new construction
development of 166 units of affordable housing at certain real property located at Douglas Street,
NE; Quarles Street, NE; 45th Street, NE; Kenilworth Street, NE in, Washington, DC 20018 (the
"Project"). The Project will produce 166 affordable rental housing units (the Reserved Units),
wherein forty (40) of the Reserved Units, including seventeen (17) Permanent Supportive
Housing units, shall be restricted to be affordable to and occupied by households at or below
30% of Area Median Income (AMI, also known as MFI) and one hundred twenty-six (126)
of the Reserved Units shall be reserved as units that are affordable to and occupied by
households at or below 50% of AMI. Across AMI levels, forty-two (42) units shall be
maintained as senior units, serving persons at or above age 55. 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 Donnette Cooper on
(202)442-7225.
cc: Polly Donaldson, Director
Erin Wilson, Deputy Manager, DFD
Joseph Knackstedt, Project Manager, DFD
Mikaell Briscoe, Development Finance Program Specialist, DFD
Taura Smalls, Legislative Affairs Specialist
 Initial File #: L00005068293
Entity Type: LLC
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS
CORPORATIONS DIVISION
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
Kenilworth Revitalization 1 JV LLC
WE FURTHER CERTIFY that the domestic entity is formed under the law of the District on
11/26/2014 ; 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 entitys
business practices and financial standing and this certificate shall not be construed as the entitys
endorsement.
IN TESTIMONY WHEREOF I have hereunto set my hand and caused the seal of this office to
be affixed as of 6/3/2021 4:23 PM
Business and Professional Licensing Administration
Tracking #: SpALLSoU
 Government of the District of Columbia
Office of the Chief Financial Officer 1101 4th Street, SW
Office of Tax and Revenue Washington, DC 20024
Date of Notice: June 3, 2021 Notice Number: L0005668645
KENILWORTH REVITALIZATION I JV LLC FEIN: **-***8439
PO BOX 90708 Case ID: 836077
CAMDEN NJ 08101-0700
CERTIFICATE OF CLEAN HANDS
As reported in the Cle
As Clean Hands system, the above referenced individual/entity has no outstanding
Clea
C
liability
iability District oof Columbia Office of Tax and Revenue or the Department of Employment
ility with the Di
Services.
vices. above, the individual/entity has complied with DC Code 47-2862, therefore
ices. As of the date abov
this Certificate Hands is issued.
ertificate of Clean Hand
TITLE
TLE 47. TAXATION, LLICENSING, PERMITS, ASSESSMENTS, AND FEES
CHAPTER 28 GENERAL LICENSE
CHAP
SUBCHAPTER HANDS BEFORE RECEIVING A LICENSE OR PERMIT
PTER II. CLEAN HAN
HAND
CODE 47-2862 (2006)
D.C. CO
47-2862 PROHIBITION
ROHIBITION AGAINST
AGAIN ISSUANCE OF LICENSE OR PERMIT
AGAINS
Authorized By Marc Aronin
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 4th Street SW, Suite W270, Washington, DC 20024/Phone: (202) 724-5045/MyTax.DC.gov
 AFFIDAVIT.
SIGNED AFFIDAVIT ATTACHED
1, Nicholas C. Bracco, hereby attest that all membersof the team, who are listed below, are not
listed in the of Parties Excluded from Federal Procurement or Non-Procurement Programs.
DEVELOPMENT TEAM
Owner (s): _Michaels Development Company; The Warrenton Group_
Consultant (s): nia
Management Agent: _Michaels Management
Attomey: _Klein Hornig LLP.
Engineer(s): _Wiles Mensch,
Architect(s): _Torti Gallas Urban,
Other(s): wa
I further attest that no principal, major stockholder, officer, or directorof the team is debarred from
participating a federal procurement or non-procurement program.
KENILWORTH REVITALIZATION 1 JV LLC
By: Kenilworth 1-Michaels LLC - Manager
Sworn and subscribedore
reat to before me 1
ei 202
this 2.7_day of_hg|__, STeroen ses eran
Notary Public
CommonwealthofVirginia
= g I. a ee 7909976
Registration No.r sss
irs
Notly Papi s
 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: Kenilworth Revitalization 1 JV LLC
Should the D.C. Council have any questions regarding this loan/grant/lease, please contact:
Joseph Knackstedt (202) 442-7162
Project Managers Telephone Number
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
3. Loan/Grant/Lease Agreement for: 6. Other:
Kenilworth Revitalization 1 JV LLC
LOAN/GRANT TYPE
1. Grant 4. Cost Reimbursement
2. Loan Price $16,973,133 5. Time and Material
3. Task Order 6. Advance Payment
Page 1 of 4
 GRANT/LOAN/LEASE INFORMATION
Grant/Loan/Lease No. : _DHCD Amount: $16,973,133 (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:
Michaels Organization:
South Capitol Revitalization LLC
Ainger Place Associates LLC
Warrenton Group:
4000 Benning Road LLC
5. Is a former District employee an owner, officer, or affiliate of the subrecipient?
Yes No
If Yes, Name and Affiliation: Christopher Earley, Vice President with the Michaels Organization
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
Page 3 of 4
3. Amendments 6. Final Payment Date
Page 3 of 4