Colonial Heights - 2009 VA

2009 Federal Low Income HousingTax Credit Program

Application For Reservation

Deadline for Submission

9% Competitive CreditsApplications Must Be Received At VHDA No Later Than 5:00

PM Richmond, VA Time On May 15, 2009

Tax Exemot BondsApplications should be received at VHDA at least one month

before the bonds are priced (if bonds issued by VHDA), or 75days before the bonds are issued (ifbonds are not issued by

VHDA)

.lfordûb le Hoß in E Starß tle rc "

Virginia Housing Development Authority601 South Belvidere Street

Richmond, Virginia 23220-6500

v1 .3.2009-Custom¡zed

Low Income Housing Tax Credit Application for Reservation

Please indicate if the following items are included with your application by checking the appropriate boxes. Yourin organizing the submission in the order, and actually using tabs to mark them as shown, w¡l¡

review of your application.93!¡ The inclusion of other items may increase the number of points for which you are eligible under VHDA s pointof ranking applications, and may assist VHDA in its determination of the appropriate amount of credits that it mayfor the development. You are therefore encouraged to submit as much requested information as is available, but

inclusion is not mandatory for review of your application.

I Electronic Copy of the Microsoft Excel Based Application (MANDATORY)

B Hard Copy of All Application Pages With Signature (MANDATORY)

B Scanned Copy of the Tax Credit Application with all Attachments (excluding market study and plans & specs) (MANDATORÐE $ZSO Application Fee (MANDATORY)

Tab A: Documentation of Development Location:

E A.I Qualified Census Tract CertificationE A.2 Revitalization Area CertificationE Location Map

E Surveyor's Certification of Proximity To Public Transportationpl Tab B: Partnership or Operating Agreement, including chart of ownership structure with percentage ot'interests (MANDATORT

I Tab C: Virginia State Corporation Commission Ceft¡tication (MANDATORY)

E tab O: Principal's Previous Participation Certilication and Resumé (MANDATORY)

I Tab E: Nonprotit Questionnaire (MANDATORY lbr points or pool)

The following documents need not be submiued unless requested by VHDA:-Nonprofi t Articles of Incorporation-IRS Documentation of Nonproht Status-Joint Venture Agreement (if applicable)-For-profit Consulting Agreement (if applicable)

E Tab F: Architect's Ceftitication (MANDATORY)

E Tab H: PHA / Section 8 Notification LetterE faU I: Local CEO Letter

! Tab J: Homeownership Plan

E tab f: Site Control Documentation (MANDATORY)E tab L: Plan of Development Certification Letter

@ Tab M: ZoningCertification Letter! tab N: Copies of 8609s To Certifr Developer Experience

! Tab o: (Reserved)

I Tab P: Plans and Specifications and Work Write-Up (MANDATORY)

! Tab Q: Documentation of Rental Assistance

! Tab R: Documentation of Operating Budget

I Tab S: Documentation of Project Budget

! Tab T: Documentation of Financing Sources

! Tab U: (Reserved)

I Tab V: Nonprofit or LHA Purchase Option or Right of First Refusal

Q Tab W: Original Attorney's Opinion (MANDATORY)E tab x: (Reserved)

E tab y: Marketing Plan for units meeting accessibility requirements of HUD section 504

Âfu1 Z Market Study (MANDATORY-Application will be disqualified if market sfudy not submitted with the application)

2009 Submission Checklist

Low-Income Housing Tax Credit Application For Reservation

I. General InformationAll code "Section" ¡eferences are to, md the tem "IRC" shall be deemed to mean,

the lntemal Revenue Code of 1986, as amended.

VI{D.A TaACTSNG" NUMBTN,

5-13-09

of Application)

A. Development Name and Location:

l. Name of Development

2. Address of Development

Colonial Heiehts Apartments

200-202 Charles Street(Street)

Fredericksburg Virginia(City) (State)

Ifcomplete address is not available, provide longitude and latitude coordinates (x,y) from

location on site your surveyor deems appropriate.

! Documentation from surveyor attached (TAB A)

(Zip Code)

(Only necessary if street address or street intersections are not available.

(Coordinates should be the same as those listed on pg 13, ifapplicable)

22401

4. The Circuit Court Clerk's office in which the deed to the property is or will be recorded:

City/Countyof FredericksburgCity (ie; Richmond City, Chesterheld County; see application manual)

5. Does the site overlap one or morejurisdictional boundaries? nYes E No

Ifyes, what other City/County is the site located in besides the one mentioned above?

8.

9.

10.

5 I 630000400

Is this a Qualified Census Tract:Is the development located in a Difficult Development Area?

Is the development located in a revitalization area? E Yes ! No (If yes, attach required form in TAB A)Is the development an existing RD or HUD 58/236 development? Ú Yes E No (If yes, attach required form in TAB Q)

Note: Ifthere is an identity ofinterest between the applicant and the seller in this proposal, and the applicanl is seeking points in

this category, then the applicant must either waive their rights to the developer's fee or other fees associated with acquisition and/or

rehabilítation, or obtain a waiver ofthis requiremerrt from VHDA prior to application submission to receive these points.

a. Applicant agrees to waive all rights to any developer's fee orother fees associated with acquisition and/or rehab. ! Yes @ nla

b. Applicant has obtained a waiver of this requirement from VHDAprior to the application submission deadline. E Yes Â nla

I l. Is the development located in a census tract with a poverty

rate <l0olo with no tax credit units currently present? ! Yes E No

12. Is the development listed on the RD 515 Rehabilitation

6.

7.

Is the development located in a Metropolitan Statistical Area?

Census Tract the development is located in:!Yes

E Yes

EYes E No

htto://dlsois. state.va.us/conoress2001 POFs/chap7lab. odf

!No

! No (If yes, attach required form in TAB A)

Priority List?13. CongressionalDistrict

Planning DistrictState Senate DistrictState House District

I

- t6-n

T

B.

14. E Location Map Attached (TAB A)

Project Description:In the space provided below, give a brief description ofthe proposed project.

Acquisition, rehab¡litat¡on and new construction. Colonial Heights contained 16 very deteriorated one bedroom un¡ts. in three buildings. The current

projectw¡lldemolishtwoofthethreebuildings,substantiallyrehabilitatethethirdandconstructanewthree-storystructure. Thenewdevelopment

will contain 14 units with 3 one-bedroom apartments, 8 two-bedroom apartments, and 3 three-bedroom apartments. There will be 5 units that meet

504 accessibility. The buildings are designed to be Earthcraft certified.

Page I

Low Income Housing Tax Credit Application For Reservation

C. Reservation Request

L Total annual credit amount request (Must be the same as Part IX-D8) $21!,0qq-

2. Credits requested from:

9%o Credits

I Nonprofit Set-Aside (All nonprofit owned developments which meet tests

described in Part II-D hereofmay select this)

! Local Housing Authorities ! Tidewater MSA Pool

n Northern Virginia MSA Pool ! Small MSA/lvlicropolitan Pool

n Richmond MSA Pool n Rural Pool

! Non-Competitive Pool (Preservation) ! Non-Competitive Pool (Disability)

n Tax Exempt Bonds

! new construction, or

! rehabilitation, or

! acquisition and rehabilitation.

Federal Subsidies

! The development will not receive federal subsidies.

! This development will receive federal subsidies for:

n aI buildings or

n some buildings.

D. Type(s) of Allocation/Allocation Year

1. Regular Allocation

E All otttre buildings in the development are expected to be placed

in selice this year. For those buildings the owner will, this year, request an

allocation of2008 qedits for @ new construction, or

E] rehabilitation, or

n acquisition and rehabilitation.

2. CarryforwardAllocation

! all of the buildings in the development are expected to be placed

in service within two years after the end of this calendar year,2009, but the

owner will have more than l0%o basis in the development before the end of six

months following allocation of credits. For those buildings, the owner requests

a carryforward allocation of 2009 credits pursuant to Section 42(hX I XE) for:

! new construction, g!

! rehabilitation, or

n acquisition and rehabilitation (even ifyou acquired a building this year and

"placed it in selice" for the purpose ofthe acquisition credit, you cannot receive

the 8609 form for it until the rehab 8609 is issued for that building once the rehab

work is "placed in sen¡ice" in 2010 or 201 l).

3. Federal Subsidies

E ftre development will not receive federal subsidies.

! ttris development will receive federal subsidies for:

E all buildings or

! some buildings.

Page2


E. Acquisition Credit Information

)TE: If no credits are being requested for existing buildings being acquired for the development,

indicate and go on to Part F: E No Acquisition

Ten-Year Rule For Acquisition Credits

tr ett buildings satisfy the tO-year look-back rule of IRC Section 42 (d)(z)(B), including thel0% basis/$15,000.00 rehab costs ($10,000 fbr Tax Exempt Bonds) per unit requirement.

! an buildings qualify for an exception to the lO-year rule under IRC Section 42(dX2XDXD,Subsection (I) !Subsection (II) !Subsection(IIf nSubsection (IV) !Subsection (V) n

n A waiver of the l0-year rule for all buildings has been or will be requested from the

Department of the Treasury pursuant to IRC Section 42(dX6XB)

n Different circumstances for different buildings: Attach a separate sheet and explain for each

building.

F. Rehabilitation Creditlnformation

NOTE: If no credits are being requested for rehabilitation expenditures, so indicate and go

on to Section IL ! No Rehabilitation

Minimum Expenditure Requirements

E All buildings in the development satisfy the rehab costs per unit requirement of IRCSection a2(eX3XAXii).

n All buildings in the development qualify for the IRC Section a2(eX3XB) exception to thel0% basis requirement (4% credit only).

n All buildings in the development qualify for the IRC Section 42(Ð(5XBXii)(II) exception.

! Different circumstances for different buildings. Attach a separate sheet andexplam tor each burldrng.

2009 Page 3


IL OWNERSHIPINFORMATION

NOTE: VHDA may allocate credits only to the tax-paying enlity which owns the development at the time of the allocation. The term "Owner" herein refers to that entity. Pleasein the legal name of the owner. The ownership ent¡ty must be formed prior to submitting this application. Any transfer, direct or indirect, of partnership interests (except

sole discret¡onCertification.

IMPORTANT: The Owner name listed on lhis page must match exactly the owner name l¡sted on the V¡rgin¡a State Corporation

Must be an ¡ndividual or legally formed entity

A. Owner Information:Name Colonial Heights Apartments 2006,LP.

(City)

Federal I. D. No. 20-s162658Phone 540 6049943 ext12 Fax

Contact Person trirsl Gary Middle: Last: Parker

Address

Fredericksburg VA 22408

EE

Type of entity: E Limited Partnership

E Individual(s)

tl Other

! CorporationOwner's organizational documents (e.g. Partnership agreements) attached (Mandatory TAB B)

Certification from Virginia State Corporation Commission attached (Mandatory TAB C)

Principal(s) involved (e.g. general pal'tners, LLC members, controlling shareholders, etc.):Names ** Phone Type Ownership

5406049943 extlz GP

(State) (Zip Code)

(If not available, obtain prior to Allocation)Email address [email protected]

7o Ownership100.00Vo

0.007o__--mT-- ïO\E"

CVHC ColonialHeiehts ments, Inc.

0.00vo- 0.008"-__-_-_o6%-This should be IOOTo of the GP or managing member interest: 100.0070

** These should be the names of individuals who comprise the GP or managing members. not simply the names ofseparate partnerships or corporations which may comprise those components.

I Principals'Previous Participation Certification attached (Mandatory TAB D), resumé, & ownership structure chart.

B. Seller Information:Name Central Virei Coalition Contact Person Gary ParkerAddressFrederic

EYes ENoIs there an identity of interest between the seller and owner/applicant?If yes, complete the following:

Principal(s) involved (e.g. general partners, controlling shareholders, etc.)

Names Phone T)¡pe Ownership

CVHC Colonial Heights Apartments, Inc 540 604 9943 ext 12 General Partner

7o Ownership

100.00Vo

0.007o

0.0070

0.007o

Page 42009


c. Development Team Information:Complete the following as applicable to your development team.

1. Tax Attorney:Firm Name:Address:

Phone:

Tax Accountant:Firm Name:Address:

Phone:

Consultant:Firm Name:Address:Phone:

Tom Thome-Thomsen Related Entity?

312 491 3324 3r2 42t 6162

Mike Vicars Related Entity? ! Yes E NoDooley & Vicars, PV

(804) 3552808 ext 102 Fax:

Related Entity?Role:

fYesnNo

2.

aJ.

!YesENo

Fax:

4. Management Entity (Contact): Gary ParkerFirm Name: Central Vi rffiAddress:Phone: 9943 exT 12

5. Contractor(Contact): ToddPeacock

Related Entity? BYesINo

Fax:

Related Entity? n Yes E No

Firm Name: Community, KtcAddress:

Phone:

Architect:Firm Name:Address:

Phone:

540 3822002 Fax:

Related Entity? IYesENo6. Don HarwoodEilrstudiõ;PcPO Box 1204, Roanoke, VA 24019

540 342 5263 Fax:

Related Entity? IYesENo7. Real Estate Attomey: Johnson Kanadytnnresl

8.

(804) 282-84e4

Related Entity? EYesENo

Firm Name:Address:

Phone:

Mortgage Banker:Firm Name:Address:Phone:

Other (Contact):Firm Name:Address:

Phone:

9.

Fax:

Related Entity?Role:

!YesENo

2009

Fax:

Page 5


D. Nonprofit Involvement:

For 9o/o Credits - Must be completed in order to compete in the nonprofit tax credit pool'Applicants - Must be completed for points for nonprofit involvement under the ranking system.

Tax Credit Nonprofit Pool Applicants: To qualifu for the nonprofit pool, an organization described in IRC Section 501

(c)(3) or 501 (cXa) and exempt from taxation under IRC Section 501 (a), whose purposes include the fostering of low-income housing:

l. Must "materially participate" in the development and operation ofthe project throughout the compliance period,

2. Must own all general partnership interests in the development.3. Must not be afïìliated with or controlled by a for-proftt organization.

4. Must not have been formed lor the principal purpose olcompetition in the nonprofit pool, and

5. Mustnothaveanystaffmember, ormemberofthenonproht'sboardofdirectorsmateriallyparticipateintheproposedprojectas a for-profrt entity.

All Applicants: To quality f'or points under the ranking system, the nonprofit's involvement need not necessarily

satisfu all ofthe requirements for participation in the nonprofit tax credit pool.

l. Nonprofit Involvement (All Applicants)Ifthere is no nonprofit involvement in this development, please indicate by checking here:

fl and go on to part III

2. MandatoryQuestionnairelf there is nonprofit involvement, you must complete the Non-Profit Questionnaire

Q Questionnaire attached (Mandatory TAB ll)

3. Type ofinvolvementI Nonprofit meets eligibility requirement for points only, not pool or

B Nonprofit meets eligibility requirements for nonprofit pool and points.

4. Identity of Nonprofit (All nonprofit applicants)The nonprofit organization involved in this development is:

@the Owner

B the Applicant (ifdifferent from Owner)

I otherCentral V

540 604 9943 ext 12(Phone) (Fax)

Percentage of Nonproht Ownership (All nonprofit applicants)

Specifu the nonprofit entity's percentage ownership of the general partnership interest:

Coalition

Gary Parker zos tluqglry¡gud@ (StreetAddress)

F¡edericksburg VA 224,91 , ,

f (state) (Zipcode)

100.0%

2009 Page 6


III. DEVELOPMENT INFORMATION

A. Structure and Units:1. Total number of all units in development 14.l'otalnumberofrentalunitsindevelopmentTbedrooms28

Number of low-income rental units T bedrooms -TPercentage of rental units designated low-income -T003096'

2. Ihe development's structural teatures are (check all that apply):

! Row House/ Iownhouse ! Detached Stngle-tamily

E Garden Apartments tr Detached Two-family

! Slab on Grade E Basement

n Crawl space Age of Structure: 150 yrs/l',lew

E Elevator Number of stories: 3

3. Number of new units 12 bedrooms 24Number of adaptive reuse units

-

bedrooms

-Number of rehàb units

-llbedrooms -"4. Total Floor Area For The Entire Development 15,602.61 rso rr

5. Unheated ¡ loor Area (Breezeways, Balconies, Storage) 9E I .00 rsq n l

6. Nonresidential Commercial Floor Area(Not eligible for funding)

7. Total Usable Residential Heated Area

8. Number of Buildings (containing rental units)

9. Commercial Area Intended Use:

0.00 rsq nl

10. Project consists primarily of a building(s) which is (are)(CHOOSE ONLY ONE)

E Low-Rise (1-5 stories with an), structural elements made of wood)

I Mid-Rise (5-7 stories with no structural elements made of wood)

I High-Rise (8 or more stories with no structural elements made of wood)

B. Building Systems:Please describe each of the following in the space provided.

Community Facilities: laundry facility on each floor and community gardens adjacent

Exterior Finish: Renovated Building - painted brick; New Construction-cement fiber clapboard si4ing

Heating/AC System: high effrciency heat pump

Architectural Style: Local/regional residential vernacular

2009 PageT


C. Amenities:

a-¿.s+¡*e¿+"¡¿g 0$e sF {BCm€ld CIOO S'F 3+dmGaræ{d T's+ældT'sP@T-sP

M

!+ne!f,

2gdm€ld -rc's+ a-EdmcarEffcar

-'s+

2Ædma+{.l+dmca+ --T's+ 3+d,+T+{2+drm€a+ ------.............@'s+

4 BdrsrTH-€ffEld

å Tetal gress usable; heated squar+feet fer the entire prqieet less nenresidential eemmereial area:

W t] ¡-reeumentat¡en afiaene

€NOTE l: The items on pages 8 & 9 of this application denoted by a STRIKETHROUGH should be ignored.

The square footage measurements above should be entered on the worksheet labeled Info Sheet.

Those which are optional point items may be elected later in the application on the worksheets labeled

Score (NC), Score (AR) and Score (Rehab), as the amenity items may not apply to all construction types.

Please note that the point item below pertaining to a community room should be elected here, if appropriate.

NOTE 2: All developments must meet VHDA's Minimum Design and Construction Requirements.

By signing and submitting the Application For Reservation of Low Income Housing Tax Credits theapplicant certities that the proposed project budget, plans & specifications and work write-ups incorporateall necessary elements to fûltill these requirements.

3-

n neeumentat¡enattaene¿

fereny prejeetr upen ie+

M a(ÐPereentage ef2 bedrc

a(2) P€rêentage êf 3 er mo

! b. A community/meeting room with a minimum of 749 square feet is provided

894 e Pereentage efexterio

!þtrhtri=!i=

Att kit€h€n and têundry ap

Fvert'unilirFthe deYe

ir

nith gas furnaees rvith*n ÂFUE rating ef 909á, er mere

Water expense is sub metered (the tenant rvill pat'menthl'' er bi menthly bill)

raeft Uatttreem eens*t

Preyide necessary in i€è

nU water heaters

2009 Page 8

Low Income Housing Tax Credit Application For Reservation

Fer elt ereje€ts ex ion-Mien, €p+ienetPein#i+€ms)

na'¡hn e All bathreems wil;lh

n*Fer stt rehebil¡t ion €re+-+ehabitita+ien, (Op+ien+tP€in++€mq

n is-ier-es

being ef histerieal signifieanee te the diskiet; and the rehebilitatien rvill b€ eempleted¡n suen a rnanner as te U

Accessibility

Check one or none ot the tollowrng polnt categorles, as approprlate:

! For any non-elderly property in which the greater of5 or l0% ofthe units (i) provide federal project-based rent subsidies or

equivalent assistance in order to ensure occupancy by extremely low-income persons; (ii) conform to HUD regulationsinterpreting accessibility requirements of section 504 of the Rehabilitation Act; and (iii) are actively marketed to people withspecial needs in accordance with a plan submitted as part of the Application. (If special needs include mobility impairments

the units described above must include roll-in showers and roll under sinks and front controls for ranges).

E For any non-elderly property in which the greater of 5 or l0olo of the units (i) have rents within HUD's Housing ChoiceVoucher (*HCV) payment standard; (ii) conform to HUD regulations interpreting accessibility requirements of section 504 ofthe Rehabilitation Act; and (iii) are actively marketed to people with mobility impairments, including HCV holders, inaccordance with a plan submitted as part the Application.

tr For any non-elderly property in which at least four percent (4%) of the units conform to HUD regulations interpretingaccessibility requirements of section 504 of the Rehabilitation Act and are actively marketed to people with mobilityimpairments in accordance with a plan submitted as part of the Application.

Earthcraft or LEED Development CertifïcationApplicant agrees to obtain Earthcraft or LEED certiflrcation prior to issuance of IRS Form 8609. Architectcertifies in the Architect Certification that the development's design will meet the criteria for such certification.

B Yes - Earthcralt f] Yes - LEX'DIf Yes to either, attach appropriate documentation at TAB F

LEED Accredited Design Team MemberOne or more members of the design team is a LEED accredited professional.

EI Yes ! No lt Yes, attach approprtate documentatlon at'l'AB F

Universal Design - Units Meeting Universal Design Standards

a. The architect of record certifies that units will be constructed to meet VHDA's Universal Design standards.

[] Yes n No lt Yes, attach approprlate documentatlon at'l'AB F'

b. Number of Rental Units constructed to meet VHDA's Universal Design standards:5 Units 36%

VHDA Certified Property Management AgentOwner agrees to use a VHDA Ceftified Property Management Agent to manage the property.

El Yes D No

E yes n No E N¡e The market-rate units' amenities are substantially equivalent to those of the

low-income units. If no, explain differences:

2009 Page 9


IV. TENANT INFORMATION

A. Set-Aside Election: UNITS SELECTED BELOW IN BOTH COLUMNS DETERLINEPOINTS FOR THE BONUS POINT CATEGORY

Note: ln order to qualify for any tax credits, a development must meet one of two minimum threshold occupancy tests. Either (i) at least

of the units must be rent-restricted and occupied by persons whose incomes are 50% or less of the area median income adjusted for f,

size (this is called the 2Ol50 test) or (ii) at least 4Oo/o ol the units must be rent-restricted and occupied by persons whose incomes are 60%

less of the area median income adjusted for family size (this is called the 40/60 test), all as described in Section 42 of the lRC.income-restricted units are known as low-income units. lf you have more low-income units than required, you qualify for more credits. lfserve lower incomes than required, you receive more points under the ranking system.

Units Provided Per Household'l'ype:

ncomeof Units 7o of Units

0 0.00% 40Yo Area Median

-T00:00'% 50Yo AreaMedian

-Tîi%

60Yo AreaMedian

-Tt/%.

Non-LMIUnits

-T00T0'% Total

enUnits oá of Units

2 14.29% 40o/o AreaMedian

-îTlVî

5o%o AreaMedian--------OTf% 6o%o AreaMedian

-Tf/%-

Non-LMI Units

-T00T0%' Total

B. Special Housing Needs/Leasing Preference:

1. lf 100% of the low-income units will be occupied by either or both of the following special needsgroups as defined by the United States Fair Housing Act, so indicate:

n Yes Elderly (age 55 or above)

! Yes Physically or mentally disabled persons (must meet the requirements of the federalAmericans with Disabilities Act)

2. Speciff the number of low-income units that will serve individuals and families with children byproviding three or more bedrooms: 3 Number of units 2l% of total low-income units

3. If the development has existing tenants, VHDA policy requires that the impact of economic and/or physicaldisplacement on those tenants be minimized, in which Owners agree to abide by the Authority's RelocationGuidelines for LIHTC properties.

4. If leasing preference will be given to applicants on public housing waiting list and/or Section 8

waiting list, so indicate:

El Yes!NoE Locality has no such waiting list; If yes, provide the following information:

Organization which holds such waiting list: Central Virginia Housing CoalitionContact person (Name and Title) Mary Anne

Phone Number 540 604 9943 [ Required documentation attached (TAB H)

5. If leasing preference will be given to individuals and families with children.

(Less than or equal to 20%o of the units must have of 1 or less bedrooms).

@ Yes

nNo

2009 Page l0


v. LOCAL NEEDS AND SUPPORT

A. Provide the name and the address of the chief executive oflicer (City Manager, Town Manager, orCounty Administrator) of the political jurisdiction in which the development will be located:

Chief Executive Officer's Name Beverly R. Cameron

Chief Executive Officer's Title Acting City Manager

Street Address 715 Princess Anne Street Phone 540 372 l0l0City Fredericks ZiP Ñ

Name and title of local official you have discussed this project with who could answer questions for the

local CEO: Eric Nelson, Senior Planner

ELetterfro@!CEo1ettertobesubmittedseparatelybyJune1,2009VHDA notification letter to CEO submitted prior to 5:00 PM3l5l09: (9% competitive credits only) E Yes n No

If the property overlaps another jurisdiction please fill in the following:Chief Executive Officer's NameChief Executive Officer's TitleStreet Address Phone

zip

Name and title of local official you have discussed this project with who could answer questions for the

local CEO:

! Letter nom

VHDA notification letter to CEO submitted prior to 5:00 Plrl3l5l09: (9% competitive credits only) [ Yes I No

City

Project Schedule

ACTUAL ORANTICIPATED

DATEACTIVITY

B. Permânent Loan - First Lien

her Loans & Grants

Page I I


VI. SITE CONTROL

Site control by the Owner identified herein is a mandatory precondition of review of this application.of it, in the form of either a deed, option, purchase contract, or lease for a term longer than the period of timewill be subject to occupancy restrictions must be included herewith. (9% Competitive Gredits - An optionmust extend beyond the application deadline by a minimum of four months.)

Site control by an entity other than the Owner, even if it is a closely related party, is not sufficient. Anticipatedtransfers to the Owner are not sufficient. The Owner, as identified in Subpart ll-A, must have site control at the

this Application is submitted.

I lf the Owner receives a reservation of credits, the property must be titled in the name of or leased by (pursuant to alease) the Owner before the allocation of credits is made this year.

us before you submit this application if you have any questions about this requirement.

A. Type of Site Control by Owner:

Applicant controls site by (select one and attach document - Mandatory'f'AB K)

E Deed - attached

! Long-term Lease - attached (expiration date:

! Option - attached (expiration date:

! Purchase Contract - attached (expiration date:

If more than one site for the development and more than one form of site control, please so indicate

! and attach a separate sheet speciffing each site, number of existing buildings on the site, if any,type ofcontrol ofeach site, and applicable expiration date ofform ofsite control. A site controldocument is required for each site.

B. Timing of Acquisition by Owner:Select one:

E Owner already controls site by either deed or long-term lease or

n Owner is to acquire property by deed (or lease for period no shorter than period propertywill be subject to occupancy restrictions) no later than (must be prior to November 7,2008).

If more than one site for the development and more than one expected date of acquisition byOwner, please so indicate ! and attach separate sheet specifying each site, number of existingbuildings on the site, if any, and expected date of acquisition of each site by the Owner.

C. Market Study Data:

Obtain the following information from the Market Study conducted in connection with this tax credit application and enter below:

Project Wide Capture Rate - LIHTC Units

Project Wide Capture Rate - Market Units

Project Wide Capture Rate - All Units

Project Wide Absorption Period (Months)

0.50%

0.00%0.50o/o

2 months

2009 Page 72


C. Site Description

l. Exact area ofsite in acres 0.341

2. Has locality approved a final site plan or plan ofdevelopment?

El Yes ! No

El Required documentation form attached (TAB L)

3. Is site properly zoned for the proposed development?

El Yes n No

E Required documentation form attached (TAB M)

4. Will the proposal seek to quali! for points associated with proximity to public transportation?

El Yes n No

El Required documentation form attached (TAB A)

D. Photographs

lnclude photographs olthe slte and any exlstlng structure(s) rn TAB 0. for rehablhtatlon proJects,

provide interior pictures which document the necessity of the proposed work.

E. Plans and Specifications

Minimum submission requirements for all properties (new construction, rehabilitation and adaptive reuse)

l. A location map with property clearly defined.

2. Sketch plan of the site showing overall dimensions of main building(s), major site elements

(e.g., parking lots and location ofexisting utilities, and water, sewer, electric,

gas in the streets adjacent to the site). Contour lines and e'levations are not required.

3. Sketch plans ofmain building(s) reflecting overall dimensions ofa. Typical floor plan(s) showing apartment types and placement

b. Ground floor plan(s) showing common areas;

c. Sketch floor plan(s) of typical dwelling unit(s);

d. Typical wall section(s) showing footing, foundation, wall and floor structure.

Notes must indicate basic materials in structure, floor and exterior finish.

In addition: required documentation for rehabilitation properties

A unit-by-unit work write-up.

I Plans and specifications/unit-by-unit work writeup attached (TAB P) or

E Plans and specifications/unit-by-unit work writeup submitted separately

2009 Page 13


VII. OPERATING BUDGET

A. Rental Assistance

1. Do or will any low-income units ¡eceive rental assistance?

nYes E No

2. Ifyes, indicate type ofrental assistance:

! Section 8 New Construction Substantial Rehabilitation

! Section 8 Moderate Rehabilitation

n Section 8 Certificates

n Section 8 Project Based Assistance

n no sts Rental Assistance

! Section 8 Vouchers

! Stut. Assístance

n oth".,

3. Number of units receiving assistance:

Number ofyears in rental assistance contract:

Expiration date of contract:

n Contract or other agreement attached (TAB Q)

0

B. Utilitiesl. Monthly Utility Allowance Calculations

utiliries Type ofUtilitylcas- Electric. Oil- etc.)

urilitiesPaid bv:

Enter Allowances by Bedroom Size

0-bdr l-bdr 2-bdi l-bdr 4-br

Ieating lwner fenant 24 30 37

dr Conditioning Jwner fenant 8 l0

)ooking Owner Ienant 0 7 7

-ighting i]lowner lFlTenant 0 It 22 26

Iot Water lowner fenant 0 l( l5 t7

ilater-lowner

Ienant 0 l5 20 24

iewe¡ )wner enant 0 I 24 3(

frâsh Owner Tenant 0 0

Total utility allowance lor costs Þaid bv tenant $0 $99 $126 $l5l $0

2009

2. Source of Utility Allowance Calculation (Attach Documentation TAB Q)

n HUD

¡ Utility Company (Estimate)

! Utility Company (Actual Survey)

n LocalPHA

E other: CVHC

Page 14


C. Revenuel. Indicate the estimated monthly income for the Low-Income Units: **

! Documentation in Support ofOperating Budget attached (TAB R)

List number of units by type: TOTAL UNITS

Note: Please be sure to enter the rumber of units in the

aDoroDriate unit category. lfnot' you will find an error on

List number of units by type:the scor$heet at 54, 6a & 6b.

TAX CREDIT UNITS

Number of Total

Unit Type Tax Credit Units Rental Income

Efficiency Units

I Bedroom Units

2 Bedroom Units

3 Bedroom Units4 Bedroom Units

0

J

8

J

0

$0

$ 1,600

s6,32s

$2.805

$0

Total Number of Ta,x Credit Units t4

Plus Other Income Source (list):

Equals Total Monthly Income:

Twelve Months

Equals Annual Gross Potential Income

$0

$10,730xl2

Less Vacancy Allowance ( 7.0o/o )Equals Annual Effective Gross Income (EGI) - Low Income Units $119,747

** Beginning at Row 75 enter the âppropriate data for both !49¡9!!! and qþ!4¡þ units in the yellow shaded cells.

2. Indicate the estimated monthly income for the Market Råte Units: +*

Unit Type Market ljnitsTotal MonthlyRental lncome

Efficiency Units

1 Bedroom Units

2 Bedroom Units

3 Bedroom Units

4 Bedroom Units

0

0

0

0

0

$0

$0

$0

$0

s0

Total Number of Market Units

Plus Other Income Source (list):

Equals Total Monthly Income:

Twelve Months

Equals Annual G¡oss Potential Income

Less Vacancy Allowance (

$0

$0

xl2$0

0.0% ) $0

Equals Annual Effective Gross Income (EGI) - Market Rate Units $0

ASSISTED LVG EFF€LD I BD RM+LD 2 BD RM€LD EFF€AR I BD RM-GAR

0 0 0 0 0 3

2 BD RMGAR 3 BD RM€AR 4 BD RMGAR 2 BD RM.TH 3 BD RM-TH ¡t BD RM-TH

8 0 0 0 0

I STYÆFF+LD I STY.I BR+LD I STY-2 BR-ELD

0 0 0

ASSISTED LVG EFF€LO I BD RMÆLD 2 BD RM-ELD EFF-GAR I BD RM€AR

0 0 0 0 0

2 BD RMGAR 3 BD RM€AR 4 BD RMGAR 2 BD RM-TH 3 BO RM-TH 4 BD RM-TH

I 3 0 0 0 0

I STY-EFF-ELD I STYI BR-ELD I STY-2 BR-ELD

0 0 0

Unit Type /Rent Taroetino Number Units

Efficlency Units

Net Renlable

Square Feet

Monthly Rent

Per Unit

Total

Monthlv Rent

2009

Efficiencv-4o% r o rr urru riF---T u.||Emciency-4o% | o ll o.oo llS l$Err¡ciency-4o% I o-ll o3o lls -- - ls

Page 15

0

0

0

0

0

0

0

0

0

0

0

0

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

Efficiency - 40%

Efficiency - 40%

Effic¡ency - 40%

Efficiency - 40%

Efficiency - 40%

Efficiency - 40%

Efficiency - 40%

Etficiency - 40%

Efficiency - 40%

Efficiency - 400/0

Efficiency - 40%

Efficiency - 40%

Emciency - 50%

Eff¡c¡ency - 50%

Effic¡ency - 50%

Eff¡c¡ency - 50%

Efficiency - 50%

Efficiency - 50%

Efiiciency - 50%

Efficiency - 50%

Efficiency - 50%

Efficiency - 500/0

Efficiency - 50o/o

Etficiency - 50o/o

Efficiency - 50%

Efficiency - 50o/o

Efficiency - 50%

Efficiency - 60%

Efficiency - 60%

Effic¡ency - 60%

Effic¡ency - 60%

Efficiency - 6070

Eff¡c¡ency - 60%

Efficiency - 60%

Efiiciency - ô0%

Efficiency - 600/0

Etficiency - 60%

Efficiency - 60%

Efficiency - 60%

Efficiency - 60%

Efficiency - 60%

Eff¡ciency - 60%

Total Efficiency

Tax Credit un¡ts:

Efficiency - Market

Eff¡ciency - Market


Eff¡c¡ency - Market


Efficiency - Market

Efficiency - Market

Efficiency - Market

Efficiency - Market

Efficiency - Market

Efficiency - Market

Efficiency - lvlarket

Efficiency - Market

Efficiency - Market

Effic¡ency - Market

Total Efficiency

Market Un¡ts:

Totel Eff. lJn¡ts:

$

sù

ù

$

$

$

$

$

$

$

I

$

$

$

$

$

$

$

s

$

$

$

s

$

I$

$

$

$

$

ù

$

$

$

ù

ù

$

ù

$

ù

ü

0.00

l-Bedroom Unlts

Net Rentable

NumberUnits SouareFeet

Total Monthly

Eff. Merket Rent: $

Total Eff. Rent S

$

$

$

s

$

$

$

$

$

ù

ù

$

s

$

$

Total Monthly Eff.

Tax cred¡t Rent:

Monthly Rent

Per Unit

Total

Monthlv Rent

ù

$

$

$

$

$

$

$

ù

$

$

s

$

$

$

2009

$

$

$

$

$

s

$

Ð

$

t

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

$

$

s

$

$

$

$

s

$

$

$

$

$

s

$

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

$

$

ù

$

$

ù

$

$

$

$

$

$

$

s

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

Rent TaroetinqPage 15

2

0

0

0

0

0

0

0

0

0

0

0

0

0

0

630.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0_00

I BR-40%

1 BR - 400/o

1 BR-40%

1 BR-40%1 BR-40%

1 BR-40%1 BR-40%'t BR - 40%

'1 BR - 40%

1 BR - 4oo/o

I BR-40%I BR-40%

1 BR-40%I BR-40%

1 BR-40%

I BR-50%I BR-50%

I BR-50%1 BR-50%

1 BR-50%

1 BR-50%

1 BR-50%1 BR-50%

I BR-50%1 BR-50%

I BR - 5070

1 BR-50%

1 BR-50%I BR-50%

I BR - 5070

1 BR-60%1 BR-60%

I BR-60%

1 BR - 6070

1 BR-60%

1 BR - 6070

I BR-60%

1 BR-60%1 BR-60%

1 BR - 600/o

1 BR-60%

I BR - 600/o

1 BR - 600/o

1 BR - 600/o

'l BR - 60%

Total 1-BR

Tax Credil tlnils:

1 BR - ftilarket

1 BR - Market

1 BR - Markel

1 BR - Market

1 BR - Market

1 BR - Market

I BR - Market

1 BR - Market

1 BR - Market

1 BR - Market

'l BR - Market

I BR - Market

I BR - Market

I BR - Market

1 BR - Market

Total 1.BR

Markêt Un¡ts:

ù

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

ù

$

ù

$

$

$

t$

ù

ù

$

ð

$

$

$

ù

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$a

$

$

$

$

$

$

$

650

1,901.60

Total Monthly 1-BR

Tax Credit Rent: $ 1,600

Ð

$

$

$

$

$

$

$

$

$

s

s

ù

$

$

$

$

$

$

s

$

$

$

$

ù

$

Total Monthly

1-BR Markêt Rent:

s 475

$

ù

$

$

ù

$

$

$

$

$

$

ù

1

0

0

0

0

0

0

0

0

0

0

0

0

0

0

641.60

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0,00

0.00

0.00

0.00

$ 650

ü

Ð

$

ù

$

$

$

$

$

$

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

2009 Page 15

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

2-Bedroom Unlts

Net Rentable

Number Units Square Feet

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

936.00

821.70

912.20

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

7.O73.70

$

$

$

$

$

$

$

$

$

ù

ù

$

û

$

$

ù

$

$

$

Ð

$

$

$

ù

ù

$

ù

Total Monthly 2-BR

Tax Crêd¡t Rent: $ 6,325

Monthly Rent

Per Unit

Total

Monthlv RentRenl Tarqetino

2BR- 40%

2 BR - 40o/o

2BR-40%2 BR - 400/o

2BR- 40%

2 BR - 4Oo/o

2BR- 40%

2BR- 40%

2BR- 40%

2 BR - 4Oo/o

2 BR - 400/o

2BR- 4Oo/o

2BR- 40%

2BR- 40%

2BR- 40%

2 BR - 5070

2BR-50%2BR-50%2BR-50%2BR-50%2BR-50%2BR-50%2BR-50%2BR-50%2BR-50%2BR-50%2BR-50%2BR-50%2BR-50%2BR-50%

2BR-60%2BR-60%2BR-60%2BR-60%2BR-60%2BR-60%2BR-60%2 BR - 600/o

2BR-60%2BR-60%2BR-60%2BR-60%2BR-60%2BR-60%2BR-60%Total 2-BR

Tax Cred¡t Units:

2 BR - Market

2 BR - Market

2 BR - Market

2 BR - Market

2 BR - Market

2 BR - Market

2 BR - Market

2 BR - Market

2 BR - Market

2 BR - Market

2 BR - Market

2 BR - Market

$

$

$

$

$

$

$

$

ü

$

ü

$

$

ü

$

$

$

$

$

ù

ü

$

$

$

$

$

ü

$

ù

$

$

ù

$

$

$

$

ù

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

ù

$

$

1,600

2,325

2,400

$

$

$

$

$

s

Ð

s

$

s

$

$

$

$

$

2

3

3

0

0

0

0

0

0

0

0

0

0

0

0

$ 800

$ 775

$ 800

$

$

$

$

$

$

s

$

$

$

$

$

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.002009 Page I 5

2 BR - Market

2 BR - Markèt

2 BR - Market

Total 2-BR

Market Units:

Total 2-BR Un¡ts:

Rent Tarqetino

3 BR - 40olo

3 BR - 40olo

3 BR - 40olo

3BR-40%3BR-40%3BR-40%3BR-40%3BR-40%3BR-40%3BR-40%3BR-40%3BR-40%3BR-40%3BR-40%3BR-40%

3 BR - 5070

3BR-50%3BR-50%3BR-50%3BR-50%3BR-50%3BR-50%3BR-50%3BR-50%3 BR - 5070

3BR-50%3 BR - 5070

3 BR - 507o

3BR-50%3BR-50%

3BR-60%3 BR - 600/o

3BR-60%3BR-60%3BR-60%3BR-60%3BR-60%3BR-60%3BR-60%3BR-60%3BR-60%3BR-60%3BR-60%3 BR - 6070

3BR-60%Total 3-BR

Tax Credit Units:

3 BR - Market

3 BR - Market

3 BR - Market

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

3.016.50

$

$

I$

$

$

Ð

$

$

$

$

$

$

$

$

$ 2,805

$-$-ù-ù-ù-$-ù-$-ù-$-ù-$-$-$-

$

$

ù

$

ù

$

$

ù

$

$

$

$

$

ù

Totål 2.BR Rent S 6,325

Total Monthly 3-BR

Tax Cred¡t Rent: I 2,805

2009

I o lt-- ooo --lls I s

I o ---li mo----lis -- -l s

Total Monthly

2-BR Market Rent:

3-Bedroom Units

Net Renlable


0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

1 005 50

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

Monthly Rent

Per Unit

Total

Monthlv Rent

0

0

0

0

0

0

0

0

0

0

0

0

0

0

$

$

$

$

$

$

$

ù

$

$

$

$

$

$

s

â

0

0

0

0

0

0

0

0

0

0

0

0

0

0

$ 935

$

$

$

s

$

$

$

$

$

$

$

$

$

$

$

$

$

$

s

$

$

$

$

$

$

$

s$

$

l-- o lt-- ooo lls I s

f o li- oro -lis --:-l s Page 15

0

0

0

0

0

0

0

0

0

0

0

0

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

3 BR - Market

3 BR - Market

3 BR - Market

3 BR - Market

3 BR - Market

3 BR - Market

3 BR - Market

3 BR - Market

3 BR - Market

3 BR - Market

3 BR - Market

3 BR - Market

Total 3-BR

Market Units:

Totâl 3.BR Units:

$

$

ù

$

$

$

$

Ð

$

ð

Ð

ù

$

s

$

$

$

$

$

$

$

$

$

$

$

$

$

ù

ù

ù

$

$

ù

$

$

$

$

$

$

Total Monthly

3.BR Market Rent: $

Total 3-BR Rent $ 2,805

4-Bedroom Un¡ts

Net Rentable


Monthly Rent

Per Unit

Total

Monthlv RentRent Taroetinq

4BR-40%4 BR - 4Ùo/o

4 BR - 4Qo/o

4 8R - 40o/o

4BR-40%4BR- 40%

4 BR - 4Qo/o

4 BR- 40%

4BR-40%4BR- 40%

4BR- 40%

4 BR - 4Oo/o

4BR-40%4BR-40%4BR-40%

4BR-50%4BR-50%4BR-50%4 BR - 50o/o

4BR-50%4BR-50%4BR-50%4 BR - 50olo

4BR-50%4BR-50%4BR-50%4BR-50%4BR-50%4BR-50%4BR-50%

4BR-60%4BR-60%4BR-60%4BR-60%4BR-60%4BR-60%4BR-60%4BR-60%4 BR-60%4BR-60%4BR-60%4BR-60%4BR-60%4BR-60%

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

$

$

$

ù

ù

$

Þ

$

ü

ð

$

$

$

$

$

s

$

$

$

$

ù

$

ù

û

$

$

ü

$

$2009

$

$

ü

Ð

s

ü

Ð

$

$

$

$

$

$

$

$

$

$

$

s

s

I$

ü

$

ù

$

Ð

$

ù

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

$

$

$

$

$

$

$

$

$

$

$

$

$

$ Page 15

4BR-6oYo f--- o

-l f-oro I I$ I

Total 4.8R Total Monthly 4-BR

Tax Credit Units: 0 0.00 Tax Cred¡t Rent:

ü

ü

$

$

$

Ð

$

$

$

$

s

$

Ð

$

4 BR - Market

4 BR - Market

4 BR - Market

4 BR - Market

4 BR - Market

4 BR - Mârket

4 BR - Market

4 BR - Market

4 BR - Market

4 BR - Market

4 BR - Market

4 BR - Market

4 BR - Market

4 BR - Market

4 BR - Market

Total 4-BR

Markèt Un¡ts:

Total 4"BR Units:

Total Un¡ts

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0,00

0.00

0.00

0.00

0.00

0.00

Net Rentable SF:

Total Monthly

4-BR Market Rênt:

Total 4"BR Rent

TC Un¡ts

MKT Un¡ts

Total NR SF:

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

14 11,991.80

0.00

11,991.80

2009 Page 15


D. Oneratins ExAdministrative:

L Advertising/l4arketing2. Office Salaries

3. Office Supplies4. Office/Model Apartment (type )

5. Management Fee

s7s0

$5,900

4.93Yo of EGI

6. Manager Salaries

7. StaffUnit (s) (t¡pe_)8. Legal9. Auditing

421 4285'114 Per llnit$5,000

$0

$5.000

I0. Bookkeeping/Accounting Fees

I 1. Telephone & Answering Sewice

12. Tax C¡edit Monitoring Fee

13. Miscellaneous AdminishativeTotal Administrative

Utilities14. Fuel Oil15. Electricity16. Water17. Gas

18. Sewer

Total UtilityOperating:

I 9. Janitor/Cleaning Paytoll20. Janitor/Cleaning Supplies

21. Janitor/Cleming Contract22. Exterminating23. Trash Removal24- Secuity Payroll/Contract25. Grounds Payroll26. Grounds Supplies27. Grounds Contract28. Maintenance/Repairs Payroll

29. Repairsilvfaterial30. Repairs Contract31. Elevator Maintenance/Contract32. Heating/Cooling Repairs & Maintenance

33. Pool Maintenance/Contract/Staff34. Snow Removal3 5. Decorating;/PayrolYcont¡act36. Decorating Supplies37. Miscellaneous

Operating & Maintenance Totåls

Taxes & Insur¿nce38. Real Estate Taes39. Payroll Taxes

40. Miscellaneous Taxes/Licenses,/Pemits4l. Property & Liability Insurance

42. Fidelrty Bond43. Workman's Compensation44. Health Insurmce & Ernployee Benefìts

45. Other Insur¿nce

Total Taxes & Insurance

Total Operating Expense

$1,500

t;20.000

$0

$ I.JUU

$1.500

$0

$1,000

$2,000

$l,uOus /,)uuS I,ZUU

$ I,0u0

$ì 5,?00

$ t4.000

s7,)uu

$2 r.500

$58,700

Dl. Total Oper. Ex. Per Unit $4,193 D2. Total Oper. Ex. As % EGI (from E3) 49.02v,

Replåcement Reseroes (Total # Units X $300 or $250 New Consl. Elderly Minimum)

Total Expenses

$4,200

$62,900

2009 Page 16


E. Cash Flow (First Year)

F. Projections for Financial Feasibility - 15 Year Projections of Cash Flow

Debt Coverage Ratio 1.06 1.08

Debt Coverage Ratio 1.16

Debt Coverage Ratio t.26 1.28

Estimated Annual Percentage Increase in Revenue

Estimated Annual Percentage Increase in Expenses

l.l0 l.t2

1.20 1.22

1.30 1.32

3.00% (Mustbe < 3o/o)

1.14

1.24l.l8

2009

1.34

1.

2.

J.

Annual EGI Low-Income Units from (C1)

Annual EGI Market Units (from C2)

Total Effective Gross Income

Total Expenses (from D)

Net Operating Income

Total Annual Debt Service (from Page 2l B2)

Cash Flow Available for Distribution

$119,747

$0

$r19,747

só2,900

$s6,847

$53,855

7. s2,991

StabilizedYear I Year2 Year 3 Year 4 Year 5

Eff. Gross Income 119,747 723,339 127,039 130,851 134,776

Less Oper. Expenses 62,900 65,416 68,033 70,754 73,584

Net Income 56,847 57,923 59,007 60,097 61,192

Less Debt Service 53,855 53,855 53,855 53,855 53,855

Cash FIow 2,991 4,068 5,151 6,241 7,337

Year 6 Year 7 Year 8 Year 9 Year 10

Eff. Gross Income 138,819 142,984 147,273 151,692 r56,242

Less Oper. Expenses 76,527 79,589 82,772 86,083 89,526

Net Income 62,292 63,395 64,501 65,609 66,716


Cash Flow 8,437 9,540 70,646 11,753 12,861

Year 11 Year 12 Year 13 Year 14 Year 15

Eff. Gross Income 160,93C 165,758 170,730 175,852 181,128

Less Oper. Expenses 93,10'l 96,832 100,705 104,733 708,922

Net Income 67,822 68,926 70,025 7l,ll9 72,205


Cash Flow 13,967 15,071 16,170 17,264 18,350

4.00% (Must be > 4Vo)

Page 17

VIII PROJECT BUDGET

A. Cost/Basis/Maximum Allowable Credit

Complete cost column and basis column(s) as appropriate through A12. Check if the followingdocumentation is attached at TAB S:

E Executed Construction Contract! Executed Trade Payment Breakdownf-l AooraisalI Other Cost Documentation

! Environmental Studies

NOTE: Attorney must opine, among other things, as to correctness of the inclusion of each cost item in eligible

basis, type of credit and numerical calculations of this Part Vlll.

ltem (A) Cost

Amount of Cost up to 100% Includable inElisible Basis--Use Applicable Column(s):

"307o Presen Value Credtt" (D)"70 oá Present

Value Credit"(B) Acquisition (C) Rehab/

New Construction

Contractor Cost

A. Off-SitelmprovementsB. Site WorkC. C)ther: LBP Test and Abateme

D. uttitSttu@E. Unit Structures (Rehab)

F. Accessory Building (s)

G. Asbestos RemovalH. Demolition

Commercial Space Costs

Structured Parking Garage

Subtotal A: (Sum lA..lJ)General Requirements

Builder's Overhead

( l.60lo Contract)Builder's Profit

( 4.9Yo Contract)Bonding Fee

Other:contructãõ.t-Subtotal (Sum lK..lP)

0 0 0 0

144,8867,07s

0

-o'

0

0

75,0007.075

0

0

0

-õ,.

I,536,848271,209

0

0

0

0

0

-õ''

70,0000

0

0

0

-o'

0

0

0

2,030,018

0

0

0.Tss0,ø100,160 0

0

0

-0.

1 00,1 60

33,387

100 160 0 0 100 160

22,531 0 0 22,531

4.758

s2,29r,014

0

$0

0

s0

4,758

s2,1 5 1,1 28

2. Owner Costs

A. Building Permit

B. Arch./Engin. Design Fee

( 13,212 Nnit)C. Arch. Supervision Fee

( 0 ÂJnit)

D. Tap Fees

E. Soil Borings

4 715 0 0 4 715

184,974

0

0

0

0

0

184,974

0

0 0 0 0

0 0 0 0

2009 Page 18


Item (A) Cost

Amount of Cost up to 100% Includable inElieible Basis--Use Aoolicable Column(s):

"30olo Present Value Credit" (D)

"70 o/o Present


New Construction

Owner Costs Continued

F. Construction LoanOrigination Fee

G. Construction Interest( 0.0% for 0 months)

H. Ta,res During Construction

L lnsurance During Construction

J. Cost Certification Fee

K. Title and RecordingL. Legal Fees for ClosingM. Permanent Loan Fee

( 0.0% )N. Other Permanent Loan Fees

O. Credit Enhancement

P. Mortgage Banker

Q. Environmental Study

R. Structural./Mechanical Study

S. Appraisal Fee

T. Market Study

U. Operating Reserve

V. Tax Credit Fee

W. OTHER(sEE PAGE r9A)

X. Owner Cost

Subtotal (Sum 2A...2W)

Subtotal I + 2(Owner + Contractor Costs)

Developer's Fees3.

4. Owner's Acquisition Costs

LandExisting Improvements

Subtotal 4:

5. Total Development Costs

Subtotal l+2+3+4:

6,781 0 0 6,781

125,000 0 0 125,000

5,000 0 0 5,000

15,000 0 0 I 5,000

7,500 0 0

30,000 0 0 30,000

0 0 16,000

4,650 0 0 0

0 0 0 0

0 0 0 0

0 0 0 0

7.970 0 0 7.970

0 0 0 0

0 0 3,000

9.250 0 0 9,250

85.000 0 0 0

16,500 0 0 0

$50.657 s0 $0 s22,47s

s637,997 s0 $0 s437,66s

s2,929,0r1 $0 $0 $2,588,793

300,000 0 0 300,000

160,0000

$0 $2,888,793

240.000

$400,000 $0

$3,629,01I $0

If this application seeks rehab credits only, in which there is no acquisition and no change in ownership, enter the greater of

appraised value or tax assessment value here:(Attach documentation at Tab K)

$0 Land$0 Building

2009 Page 19


Item (A) Cost

Amount of Cost up to 100% Includable in

Elieible Basis-Use Applicable Column(s):

"30%o Present Value Credit""70 o/o Present


New Construction

OTHEROWNERCOSTS

Contingency Reserve

(Rehab or Adaptive Reuse only)LIST ADDITIONAL ITEMSEarthcraft Fees

ffi

Subtotal (Other Owner Costs)

Building carrying costs

Previous TC Fees

0 0 0 0

4,200 0 0 4,200

15,5752.700

0

-õ,.

0

0

3,18225,000

0

0

0--õ,.0

-õ,,.

0

-õ,.

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

-õ,.

0

0

0

0

0

-õ,.

0

0

0

-õ,.

0

-õ,.

0

0

0

0

0

$50,657

0

$0

0

$0

0

$22,47s

2009 Page 194


Item l^,*..

Amount ol Uost up to lUUT0 lncludable lnEligible Basis-Use Applicable Column(s):

(B) Acquisition

(C) Rehab/ (D)New "70 o/o Presenl

Construction Value Credit"

5. Total Development CostsSubtotal l+2+3+4 3,629,011 0 0 2,888,793

6. Reductions in Eligible Basrs

Subtract the following:Amount of federal grant(s) used to financequalifiing development costs

Amount of nonqualifìed, nonrecourse financing

Costs of nonqualifying units of higher quality(or excess portion thereof)

D. Historic Tax Credit (residential portion)

Total Eligible Basis (5 minus 6 above)

Adjustment(s) to Eligible Basis (For non-acquisition costs in eligible basis)

(i) For Earthcraft or LEED Certification AND 60 Bonus Points(ii) For QCT or DDA (Eligible Basis x 307o)

Total Adjusted Eligible basis

!. Applicable Fraction

10. Total Qualified Basis (Same as Part IX-C)(Eligible Basis x Applicable Fraction)

1 1. Applicable Percentage

(For 2009 9% competitive credits, use the May 2009 applicable pe¡centages for acq.)

(For 97o non-competitive & tü exempl bonds, use the most recently published ¡ates)

12. Maximum Allowable Credit under IRC $42(Qualified Basis x Applicable Percentage)

(Same as Part IX-C and equal to or more thancredit amount requested)

2,899,793

0

0144,440

722,t98

3,7ss,431

1 00.0000% 100.00007o 100.0000%

3,755,43t

0.00% 9.00%

SO s0 s337.989

l-ts337,989

Combined 30% & 70% P. V. Credil

A.

B.

C.

1

8.

0.00Yo

2009 Page20


Source ofFunds

Date ofAnnlicalion

Date ofCommitment

Amount ofFunds Name of Contact Person

$0

2 s0

3 $0

B. Sources of Funds

L Construction Financing: List individually the sources of construction financing, including any such

loans hnanced through grant sources:

! Commitments or letter(s) of intent attached (TAB T)

2. Permanent Financing: List individually the sources of all permanent financing in order of lien position:

¡ Commitments or letter(s) of intent attached (TAB T)

Grants: List all grants provided for the development:

Total Permanent Grants:

-t-

Source ofFunds

Date ofAoolication

l)ate ofCommitment

Amount ofFunds

Annual Debl

Service Cost

Interest

Rate ofLoan

Amortization

Period

IN YEARS

Term

ofLoan (vears)

l. VHDA(SPARC) $950,00c $47.1 l 3.5001 35

DHCD (HOME $ss0.00c $5,50( l.oool I 000

3. VCCI (Va Fndtn lor Hsng Pres) $26.36C $ I .24( 0.0001 I 000

$c $( 0.0001 I 000

5 $c $( o.oool I 000

$c s( o oool 1000 0

Totals: s 1,s26,36C $53,85:

Name of Contact Person

! Commitments or letter(s) of intent attached (TAB T)

2009 Page2l


4. Portion of Syndication Proceeds Attributable to Historic Tax Credit

Amount of Federal historic credits

Amount of Virginia historic credits

6. Equity that Sponsor will Fund:

Cash InvestmentContributed Land/BuildingDeferred Developer FeeOther:

Total of All Sources (82 + 83 + 84 + 85 + 86)(not including syndication proceeds except for historic tax credits)

Total Development Cost(From VIII-45)

Less Total Sources ofFunds (From B7 above)

Equals equity gap to be funded with low-income tax øeditproceeds (must equal IX-D3)

Syndication Information (If Applicable)

Actual or Anticipated Name of Syndicator

Contact Person

$0 x Equity % $0.00 s0

$0 x Equity % $0.00 $0

$0

-$õ'-516Zs-45

-sÕ"

! Assessrnent Attached (TAB S)

Equity Total $167,845

7.

8.

9.

10.

$3,629,01I

$l,694,205

$1,934,807

Phone

C.

l.2.

?

4. a.

b.

c.

d.

e.

5.

6.

7.

Street Address

City State zip

Total to be paid by anticipated users of credit (e.g., limited paltners)

Equity Dollars Per Credit (e.g., $0.85 per dollar of credit)Percent of ownership entity (e.g., 99% or 99.9%)Net credit amount anticipated by user of creditsSyndication costs not included in VIII-A5 (e.g., advisory fees)

Net amount which will be used to pay for Total Development Cost (4a-4e)

as listed in Pat VIII-A5 (same amount as Part IX-D3)

Amount of annual credit required for above amounts

(same amount as Part IX-D6)Net Equity Factor [C5 / (C6 X l0)](same amount as Part IX-D4) Must be equal to or greater than 85oá

$ I,934,807

-$õ5õ"

rcrc

-

$ I,934,807

$2 l 5,000

89.990/o

8. Syndication:

9. Investors:

! Public or

n Individual or

I Private

! Corporate

! Syndication commitment or letter of intent attached (TAB U)

2009 Page22


D. Recap of Federal, State, and Local Funds/Any Credit Enhancements

I . Are any portions of the sources of funds described above for the development financed directly or indirectlywith Federal, State, or Local Government Funds? B Yes n NoIf yes, then check the type and list the amount of money involved.

Below-Market Loans

! TaxExemptBonds

fl RD 5ls! Section 221(d)(3)

E Section 312

E Section 236

E vHoa sPARC/REACHEl Hotv,tp punds

E other:! other:

Grants

n coec! uoac

Market-Rate Loans

s950,000$550,000

$0

Taxable BondsSection 220Section 221(d)(3)Section 221(d)(4)Section 236

Section 223(f)Other:

s0$0

$0$0

$0

$0

$0

!nnnnnn

$0

$0

s0$os0

So

$0$os0$0$0

Grants

! State

! Local

! Other: TCAP

This means grants to the oartnership. Ifyou received a loan hnanced by a locality which received one ofthelisted grants, please list it in the appropriate loan column as "other" and describe the applicable grant program

which funded it.

2. Subsidized funding: list all sources offunding for points. Documentation Attached (TAB T)

Does any ofyour financing have any credit enhancement?

Ifyes, list which financing and describe the credit enhancement:

NotrYesn

Source ofFunds Commitment datr Funds

ì $(

$(

$(

$i$(

Other Subsidies

! Section 8 Rent Supplement or Rental Assistance Payment

n Tax Abatement

! other

tr Documentation Attached (TAB Q)

5. Is HUD approval for transfer ofphysical asset required?

!YesENo

For Transactions Using Tax-Exempt Bonds Seeking 47o Credits:For purposes ofthe 50% Test, and based only on the data entered to this

application, the portion ofthe aggregate basis ofbuildings and land financed withN/A

E.

2009

tax-exempt funds is:

Page23


IX. ADDITIONALINFORMATION

A. Extended Use Restriction

1.

NOTE: Each recipient of an allocation of credits will be required to record an extended use agreement asrequired by the IRC governing the use of the development for low-income housing for at least 30 years.However, the IRC provides that, in certain circumstances, such extended use period may be terminated early.

This development will be subject to the standard extended use agreement which permits earlytermination (after the mandatory 15-year compliance period) of the extended use period.

This development will be subject to an extended use agreement in which the owner's right to anyearly termination of the extended use provision is waived f'or 25 additional years after the 1 5-year compliance period for a total of 40 years. Do not select if IX.B is checked below.

This development will be subject to an extended use agreement in which the owner's right to anyearly termination of the extended use provision is waived for 35 additional years after the 15-year compliance period for a total of 50 years. Do not select if IX.B is checked below.

Nonprofit/Local Housing Authority Purchase Option/Right of First Refusal

g After the mandatory l5-year compliance period, a qualified nonprofit as identified in the

attached nonprofit questionnaire, or local housing authority will have the option to purchase

or the right of first refusal to acquire the development fbr a price not to exceed the outstandingdebt and exit taxes. Such debt must be limited to the original mortgage(s) unless any refinancingis approved by the nonprofit. Do not select if extended compliance is selected in IX.A above.

E Option or Right of First Refusal in Recordable Form Attached (TAB ÐEnter name of qualifTed nonprofit: Central Virginia Housing Coalition

2. n A qualified nonprofit or local housing authority submits a homeownership plan committing tosell the units in the development after the mandatory l5-year compliance period to tenants whoseincomes shall not exceed the applicable income limit at the time of their initial occupancy.Do not select if extended compliance is selected in IX.A above.

n Homeownership Plan Attached (TAB Ð

C. Building-by-Buitding Information (Complete page 25 as appropriate)

E

n

!

B.

2009 Page24

Low-Income ttousing Tax Credit Application For Reservation

c. Building-by-Buildinglnformation @Qualifted basis must be determined on a building-by building basis. Complete the section below. Building street addresses are required by the IRS (must have them by the time ofallocation request).

Qualified Basis Totals (must ag¡ee with VUI-Al0)

Credit Amount Totals (must agree with VItl-A-12)

Build

ing #

2009

Ì

6

NUMBER

OF

Street

Address

30% Present Value

Credit for Acouisitio30% Present Value

Credit for Construction 70% Present Value C¡editTAX

CREDIl

LNITS

MARKET

RAlEIJNITS Estimate

Qualiñed

Bâsis

Actual or

Anticipated

ln-Service Applicable C¡edit

Amounl

Estimate

Qualified

Bæis

Actual or

Anticipated

In-Service

Date

Applicable Credit

Estimate

Qualiñed

Basis

Actual otAnticipated

ln-Service

Date

C¡edit

Amôunt)

t2

i00 Charles Street

102 Chõles Street

$0

$0

s0

$0

$0

$0

$0

$0

$0

$0

$0

$0

$0

$0

$0

s0

0.009

0.00%

0.00%

0.00%

0.000l

0.00%

0.0001

0.0001

0.007

0.0001

0.00%

0.00or

0.000r

0.000/

0.000/

0.007

$(

$(

$(

$(

$(

$(

s(

$(

$(

$(

$(

$(

$(

$(

$(

$(

0.00%

0.00%

0.00%

0.00%

0.00%

0.00%

0.00%

0.00%

0.00%

0.00%

0.00%

0.00%

0.00%

0.000¿

0.00%

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

$638,423

$3,1 17,008

$0

$0

$0

$0

$0

$0

$0

$0

$0

$0

$0

$0

$0

so

09l0v09

09l0rl09

9.00%

9.000/

0.009

0.009

0.007

0.007

0.000r

0.007

0.00ôr

0.0001

0.000/

0.009

0.007

0.00o/

0.00o/

0.00o/

57,458

280.531

0

0

0

0

0

0

0

0

$( s( $3^755.43 ¡

s0 $0 $337.989

Page 25


D. Determination of Reservation Amount Needed

1. Total Development Costs (from VIII-A5, Column A page 20)

2. Less Total Sources of Funds (from VIII-B7 page 22)

3. Equals Equity Gap

4. Divided by Net Equity Factor (VIII-C7 page22)(Percent of I 0-year credit expected to be raised as equity investment)

5. Equals Ten-Year Credit Amount Needed to Fund Gap

Divided by ten years

6. Equals Annual Tax Credit Required to Fund the Equity Gap

The Maximum Allowable Credit Amount(from VIII-A l2-combined figure)

(This amount must be equal to or more than ó above)

Reservation Amount (Lesser of 6 or 7 above)

t5,357

7,679

E. Attorney's Opinionn Attached in Mandatory TAB W)

$3,629,01I

sl,694,20s

s1,934,807

89.99o/o

$2, I 50,000

l0

$2 I 5,000

7.

8.

$337,989

Credit per UnitCredit per Bedroom

l0% PV Credl

2009

The following calculation of the amount of credits needed is substantially the same as the calculation which will be made by

VHDA to deiermine, as required by the lRC, the amount of credits which may be allocated for the development. However,VHDA at all times retains the right to substitute such information and assumptions as are determined by VHDA to be reasonable

for the information and assumptions provided herein as to costs (including development fees, profits, etc.), sources for funding,equity, etc. Accordingly, if the development is selected by VHDA for a reservation of credits, the amount of such

reservation may differ signifìcantly from the amount you compute below.

Combind 3trl" & 7trlo I'V crdil

Ifyou incur the enor message that your reservation amount is not eq

the equity gap amount you may use the goal seek function within the

to eliminate the error message. To use the "Goal SeeK' function fithe curser box on cell V28. Using the mouse arrow, point and click

ools" on the top line and then click on the "Goal SeeK' option. A box witlwith the V28 cell shown in the top space, place the cursor in the

and type in the new amount that you want the equity gap to be whichthe reservation amount below, then place the cursor in the bottom space and

bottom of the page click on page 22. Then place the cursor on cell NlDeferred Developer Fee) and click on *OK". A message should then appear

solution has been found and if the amount is corect click "OK". If the al

now equal the error message will disappear.

Page26


l.

2.

F. Statement of Owner

Ihe undersigned hereby acknowledges the following:

5.

6.

that, to the best ofits knowledge and belief, all factual information provided herein or in connection

herewith is true and correct, and all estimates are reasonable.

that it will at all times indemnifu and hold harmless VHDA and its assigns against all losses, costs,

damages, VHDA's expenses, and liabilities of any nature directly or indirectly resulting from, arising out of,

or relating to VHDA's acceptance, consideration, approval, or disapproval of this reservation request and

the issuance or nonissuance of an allocation of credits, grants and/or loan funds in connection herewith.

that points will be assigned only for representations made herein for which satisfactory documentation is

submitted herewith and that no revised representations may be made in connection with this application

once the deadline for applications has passed.

that this application form, provided by VHDA to applicants for tax credits, including all sections herein

relative to basis, credit calculations, and determination of the amount of the credit necessary to make the

development fînancially feasible, is provided only for the convenience of VHDA in reviewing reservation

requests; that completion hereof in no way guarantees eligibility for the credits or ensures that the amount

of credits applied for has been computed in accordance with IRC requirements; and that any notations

herein describing IRC requirements are offered only as general guides and not as legal authorify.

that the undersigned is responsible for ensuring that the proposed development will be comprised ofqualified low-income buildings and that it will in all respects satis$ all applicable requirements of federal

tax law and any other requirements imposed upon it by VHDA prior to allocation, should one be issued.

that, for the purposes of reviewing this application, VHDA is entitled to rely upon representations of the

undersigned as to the inclusion ofcosts in eligible basis and as to all ofthe figures and calculations relative

to the determination of qualified basis for the development as a whole and/or each building therein

individually as well as the amounts and types of credit applicable thereof, but that the issuance of a

reservation based on such representation in no way warrants their correctness or compliance with IRC

requirements.

that VHDA may request or require changes in the information submitted herewith, may substitute its own

figures which it deems reasonable for any or all figures provided herein by the undersigned and may reserve

credits, if any, in an amount significantly different from the amount requested.

that reservations of credits are not transferable without prior written approval by VHDA at its sole

discretion.

7.

3.

4.

8.

2009 Page27


g. that the requirements for applying for the credits and the terms of any reservation or allocation

thereof are subject to change at any time by federal or state law, federal, state or VHDA

regulations, or other binding authority.

10. that reservations may be made subject to certain conditions to be satisfied prior to allocation

and shall in all cases be contingent upon the receipt ofa nonrefundable application fee of$500

and a nonrefundable reservation fee equal to 7o/o of the annual credit amount reserved.

I L that a true, exact, and complete copy of this application, including all the supporting

documentation enclosed herewith, has been provided to the tax attorney who has provided the

required attorney's opinion accompanying this submission, and

12. that the applicant has provided a complete list of all residential real estate developments in

which the general partner(s) has (have) or had a controlling ownership interest and, in the case

of those projects allocated credits under Section 42 of the IRC, complete information on the

status of compliance with Section 42 and an explanation of any noncompliance. The applicant

hereby authorizes the Housing Credit Agencies of states in which these projects are located to

share compliance information with the Authority'

13. that the information in this application may be disseminated to others for purposes of

verification or other purposes consistent with the Virginia Freedom of Information Act.

However, all information will be maintained, used or disseminated in accordance with the

GovernmentData Collection and Dissemination Practices Act. The applicant may refuse to

supply the information requested, however, such refusal will result in VHDA's inability to

process the application. The original or copy of this application may be retained by VHDA,

even if tax credits afe not allocated to the applicant'

In Witness Whereof, the undersigned, being authorized, has caused this document to be executed

name on this ¡.zt aay "f lYâ"f ,2009.

Lesal Name of Owner:

svi Çn,zv lÐ, .,

Its:

(Title

2009 Page28

worksheet is intended to prov¡de you with an estimate of your application score based on the selection cr¡teria descr¡bed in

. Most of the data used in the scoring process is automatically entered below as you fill in the application. Other itited below in the green shaded cells, are items that are typically evaluated by VHDA's staff during the application review

analysis. For purposes of self scoring, it will be necessary for you to make certain decisions and assumptions aboution and enter the appropr¡ate responses in the green shaded cells of this score sheet. All but two require yes/no respon

which case enter Y or N as appropriate. ltem 2b pertaining Io lhe Local CEO Letter will require one of the following responses:

the letter indicates unconditional support; N - the letter indicates opposition to the project; NC - no comment from the locality,

ìy other response which is neither unconditional support nor oppos¡tion. ltem 5e1 requires a numeric value to be entered. Ple¿

ber that the score is only an estimate based on the select¡on cr¡ter¡a using the reservation application data and

ses you've entered on this score sheet. VHDA reserves the right to change applicâtion data and/or score sheet respon

appropriate, which may change the final score.

MANDATORY ITEMS:

a. Signed, completed applicationb. Duplicate copy of appl¡cationc. Partnership agreementd. SCC Cert¡ficatione. Previous part¡cipation formf. S¡te control documentg. Architect's Cert¡flcationh. Attorney's opinion¡. Nonprofit questionnaire (if NP)

1. READINESS:a. Plan of developmentb. Zoning approval

Total:

2. HOUSING NEEDS CHARACTERISTICS:a. VHDA notification letter to CEOb. Local CEO letterc. Location in a revital¡zat¡on aread. Locâtion in a Qualiñed Census Tracte. Sec I or PHA waiting Iist preferencef. Subsidized funding commitmentsg. Existing RD, HUD Section I or 236 programh. Tax abatement or new project based rental subsidy (HUD or RD)

i. Census tract with <10% poverty rate, no tax credit unitsj. Development listed on the Rural Development Rehab Priority List

Total

3. DEVELOPMENT CHARACTERISTICS:

2OO9 LIHTC SELF SCORE SHEET:

(Y,NC,N)

with I x units

a. Unit sizeb. Amenities

a. Credit per unitb. Cost per un¡t

20n9

(See câlculations below)

(See câlculations below)

0 or -50 0.000 or 25 or 50 50.000 or 30 30.000 or 5 5.000 or 10 10.00Up to 40 0.00O ot 20 0.000 or 10 0.00o ot 25 0.000 or 15 0.00--5rõ'

Up to 100Up io 600or500or300 or 15

0, 10 or200or30Oot25Up to 15

Up to 20

0 or 15

Up to l5

0or500 or 10

0 or -500 or -150or-x0 or -100 or -250 or 10

I0.00%

N

-

N

N

YorNYorNYorNYorNYorNYorNYorNYorNY, N, N/A

0 or400 or40

Score00

0

0

0U

o

0.00

40.0040.0080.00

98.1544.O0

0.0030.00

0.00I 0.003o^0025.OO

5.3620.00

262.51

0.0015.00

-i5:õõ'

0.000.000.000.000.000.00o-0o

l o.oo10.00

c. Project subsidies/HuD 504 accessibility for 5 or l0% of unitsor d. HCV payment standard/HuD 504 accessibility for 5 or 10% of unitsor e. HUD 504 accessibility for 4% of units

f. Proximity to public transportat¡ong. Development will be Earthcraft or LEED certifiedh. VHDA Certified Property Management Agenti. Units constructed to meet VHDA's Universal Design standardsj. Developments with less than 100 units

Total

4. TENANT POPULATION CHARACTERISTICS:a. <= 2OVo of units hav¡ng 1 or less bedroomsb. Percent of units with 3 or more bedrooms

Total

5. SPONSOR CHARACTERISTICS:a. Developer experience - 3 developments with 3 x un¡ts or 6 developments

or b. Developer experience - 1 development with I x unitsc. Developer experience - uncorrected major v¡olat¡on

d. Developer experience - noncomplianc€e1. Developer experience - d¡d not build as representede2. Developer experience - termination of credits by VHDAf. Management company rated unsatisfãctoryg. LEED accredited design team member

Total

6. EFFICIENT USE OF RESOURCES:

N

NY10

36o/o

N21.43o/o

lf #N/A or #REF! appears in the score column of thesê po¡nt

categor¡es check spelling of Clerk's Off¡ce on pg 1. lt must match

exactly w¡th the Jur¡sdict¡on names listed in the Applicat¡on Manual.

Up to 180 34.97Uo to 75 0.00

34.97ïotal

oror

oror

BONUS POINTS:a. Units w¡th rents at or below 40% of AMI

b. Units with rent and income at or below 50% of AMIc. units with rents at or below 50% rented to tenants at or below 60% of AMId. Units in Low lncome Jurisd¡ctions with rents <= 50% rented to tenants with <= 60% of AMI

e. Extended compliancef. Nonprofit or LHA purchase optiong. Nonprofit or LHA Home Ownership option

Total

500 Point Threshold - 9% Credits

475 Point Threshold - Tax Exempt Bond Credits

-High€q+t--J€ÐRÀ4--t#Sq#t/gÞRÀa--P€þ€t-Sq+rJ-BÐRÀa

--P€reeAteg€€fln+ts

--P€¡nls-p€F€€Cw

-r+ghsqft-J€ÐR{a-+€w€+€t--J€ÐRla-+€t€€tSq.Ftl€ÐRM--F¿€{€entâg€€f.lJåils

--P€råls+er€€dæ

-+€ÞSqår€ÐRM--+*S+Ft-lgÐRÀa-+€je€l€q,Ftl€ÐRM--P€reen{ag€€ilJå¡ts

-+€mls+âÊgsCæ

--+righ€q+tJBOR{A--ts€q+L/€ÐRl4-+€Þ€tSq#tJ€ÐRM-+ere€åteg€€fln¡tg-+ent€+€+€€cæ

Amenities:A[-units+€ve:

e=-æth{€€m€æêmmuFlty*eemc. Brick Walls

@e,-W¡nae*vs-Cne¡eystar

All€ld€+lf{¿f,it€+€v€,e=+{€nl-€entrêt+ang€sHm€rg€q€y-€el+-ey€þm@€L-+#€.€Ù€+þrrrefs

@Histêr¡e€tru€lu+e

14o/o

lOOo/o

lOOo/o

100%Years

N

TOTAL SCORE:

o=oo%

617.47

lf you do not rece¡ve a numer¡c point value

¡n the un¡t size calculations, please

check the values entered on page I, Cl.These must be whole number numeric

values only. Also check page 7, item 3,

the number of un¡ts must be e¡ther new,

adapt or rehab only. Comb¡nations do

not calculate correclly.

Up to 10

Up to 50Up to 25Up to 5040 or 500or600or5

10.0050.00o¡o0.000.00

60.00o-oo

ffi

.SIFIDFFF +sr€tÐ-l-BÐRM J-sE€tÐ-2€ÐRM€

c

C

oso%

o€€

(

(

(

o€o903{

{(

(

osoel04{

oss0€e0.00g0goso0€o0€eossqoseoê0=00

s€sgess{o04q9€9

oJo

0€s

0.00o/o

T€tel

Tetâ¡

E-¡,S+VG, E-EFF É1,9ÐRM E.zBÐRM

{(

(

0€e94

o4t

{(

(

0€e9ès(

t(

(

êog9{

0€(

(

(

04090€(

FEFFG F-I-BÐRM-G F+BÞRM.ê F.3BÐRM.G

0s094

o€{

(

(

(

24=4&

e4{5t-14%

440

(

21-439'

o!{

F-49ÞRlr-6 F 2 gÞRM TH F3€ÐRM-I}d F.1 BÞRM TH

e

€

e

0€0el

0€{

(

(

03ê9o€{

(

(

(

cooel

0€{

(

(

(

o¡oel04{

g=€ub-H€{€r€d-tÂ¡at€r€xp€n€€ffi

2009

+êtel-em€n¡ti€s:

ConstructionAssisled LvgI-Sty-Eff-Eldl-Sty IBR-Eld

Sty 2BR-Eld.Etd

Adaptive Reüæ

Assisted Lvgl-Sty-Eff-Eldl-Sfy IBR-Eldt-Sty 2BR-Eld

Eff-Etd

0.00 sF

......3so0.00 sF--------õiõ-s¡

--------i¡-õ-se

lBdrm Eld

2Bdm EldEff-cârl-Bdm Gd2-Bdrm Cù

lBdrm Eld

2Bdm Eld

Eff-cül-Bdm Car2-Bdrm Gd

0.00 sF-----õ õõ-sr----lãd3lsr---îffi37sr

0.00 sF

0.00 sF------¡¡o-'sr-------õiõ'sr---iJõãîsr

3-Bdm Gar4-Bdm Cd2-BdrmTH3-Bdm TH4-BdmTH

3-Bdrm Gd4-Bdm Cr2-Bdm TH3-Bdm TH4-Bdm TH

r,2to.740.000.00--- 0.00

0.00 sF SF

SF

SF

SF

SF

SF

SF

SF

SF

SF

0.00

0.00 sF0.00 sF--------õTõ-sr

-------äõ'sr

0.00-----¡io-'0.000.00

0.00 sF

Assistedlvg _________qSFl-Sty-Efl-Eld 0.00 SF

l-Sty IBR-Eld 0.00 SF

l-Sty2BR-Eld 0.00 SF

Ffr-F.td 0.00 sF

lBdm Eld

2Bdrm Eld

Eff-Gùl-Bdrm Gar

3-BdmGù 0.00

4-Bdrmcd 0.00

2-BdmTH 0.00

3-BdrmTH 0.00

SF

SF

SF

SF

List Total Units By Bedrmm Type: Nolê: Plee h srrc to.nlcrlbc ntmhrolunitt ¡¡ th.

Totâl NC Unitsl

l--1r--1

Total Sq. Ft. By Typê

f sfrFFF-FtD I I lSry-l

0 ll 0 0

Assisted Lvgl-Sty-Etr-Eld1-Sty IBR-Eldl-Sty 2BR-Eld

Efr-ErdlBdm Eld2Bdrm Eld

EfI-Cdl-Bdrm Gd2-Bdm Gù3-Bdrm Gd4-Bdm Cd2-Bdm TH3-Bdm TH4-Bdm TH

Totd:

Gd Toral 14.æ1.61

om 0æ 0.æ

0.æ 0.m omom0.m 0.m om

0m o.@

o.æ 0.æ o.@

0.æ 0æ om

om o.@ o.m

o.@

6,67 42 0m3æ22 om 0.m

om

0.@ 0m

0_@ 0m

0_@ 0m

2BD RM-GAR 4 BD RM.GAR 2AO RM.TH 3 BO RM.TH 4 BD RM.TH

6 l 0 0 0 0

1 Sil-EFF-ËtO STY.2 BR.ELD

0 0 0

2 BD RM.GAR 4BD RM-GAR 2 BD RM-IH 3 BO RM-IH

2 0 0 0 0 0

0 0 0 o 0 0

cd

Distribution ofCosús By Construction Type:

N#cddruclion A&oÙv€Ræ Eebsþ

l--- 1ã7.Sã----l l----A5Ft----] l-----ìo--l

r--.-i----rT----ã,----lr-----õ-|| ?r.ß---11---1r6--1f- o I

l---1ñ---f -rJJ-øÍõ--f ----o---T

l----15-õõ.--]l----ã46---.]r-----i-|f---- effi---l l---- gffi --f

t3@_6S ¡t4.352 lO

OFR6-,hd ¡ro.Æ

Nd sz876.æ

lsTs I

tæ7.æ2 S

Totål Owner& Co¡lrâctor Cßt (Bul!)

Maximum Developer Fee Calcrlation

92,M,471 S{0,æ5 N4Cd. @ e

t9.31 9 $97.m R#b @ 5%

1240,m

-¡24@-

Buùry Aq. @ 1ffi

s$i 175 No 16lñdlddd

1537.175 l*nlivorlnterd

Cotrtracto¡ Cei:

N€wcobrtruclion s1,947,æ s.ffiAR/Rehåb 993.æ2 1sffi

12.n1.o14

Distribution ofC.edits Requested By Const, Type

Nflconcrudþn &divê ReK 8!¡cÞ

l----ø11 --- l----ffi--1 r-----i--ì

Distribütion of TCA.P Retuefed By Const. Troe I

N*cdMtim AtuiveRæ R#

t-----õ------- r-----õ------'l l-----õ---l

TYPE OF PROJECTLOCATIONTYPE OF CONSTRUCTION

FAMILY = lIOOO; ELDERLY = 12OOO

BELT=100; NVM=110; NVNM=200; RIC=300; TID=400; SMA=500; SMA-C=s10;N C'1 ; ADPT=2;REHAB(25,000+)=3; REHAB(7,500-25,000)=4

1 f000200

1

an ERROR mrell¡ng of Cleråtch exactly t

essage appeaß'k's Office on pgü¡th the Jurisd¡c

ELDERLY

¡n the Aool¡cation Mânual.

ìF PER UNIT

¡UMBER OF UNITS

'ARAMETER-(COSTS=>25,000),ARAMETER-(COSTS<25, OOO)

)OST PARAMETER,ROJECT COST PER UNIT

'ARAMETER-(CREDITS=>25,000),ARAMETER.(CREDITS<25,OOO)

)REDIT PARAMETER,ROJECT CREDIT PER UNIT

'OST PER UNIT POINTS

.ÞEñIT ÞIÞ I INIT ÞñINTq

00

00

00

00

00

0.000.00

EFF-E00

00

00

00

o0

0.000.00

0

0

00

00

00

00

0.00o00

00

00

00

00

00

0.00nôo

00

00

00

00

00

0.000.00

I ÞK-Èrt Ð I

00

00

00

00

00

0.000.00

00

00

00

00

00

0.000.00

TOTAL COST PER UNIT POINTS

TOTAL CREDIT PER UNIT POINTS

Standard Cost Parameter - low rise

Parameter Adjustment - mid risêParameter Adjustment - high rise

Ad¡usted Cost Parameter

Standard Cred¡t Parameter - low r¡se

Parameter Adjustment - m¡d riseParameter Adjustment - high rise

Ad¡usted Cred¡t Parameter

Standard Parameter - low r¡seParameter Adjustment - mid r¡se

Parameter Adjustment - high r¡seAd¡usted Cost Parameter

Standard Credit Parameter - low rise

Parameter Adjustment - m¡d rìse

Parameter Adjustment - high r¡se

Ad¡usted Cred¡t Parametêr

$/sF=@¡ credits/sF = f@const $runit = l-fi6-ã,2e0'-lappeaß here check:e on pg 1. lt mustJurisd¡ct¡on names

22,10500000000000000000000

l-¡-õ-l(Prorated)

l,,,.ffil(Prorated)

li-¡õ-llT65-l

FAMILY

;F PER UNITIUMBER OF UNITS

¡ARAMETER-(COSTS=>25,000),ARAMETER-(COSTS<25,OOO)

)OST PARAI\4ETER,ROJECT COST PER UNIT

,ARAMETER-(CREDITS=>25,000),ARAMETER-(CREDITS<25,OOO)


)OST PER UNIT POINTS;REDIT PER UNIT POINTS

Err-900

00

00

00

00

0.00ônn

7703

168,1750

168,175172,760

14,54O0

14,58011,521

0.009-44

1,0456

227,8500

227,850234,470

19,7530

1 5,636

0.0018.76

é ÞK-g1,211

3

254,9750

254,975271,770

22,1050

22,10518,124

0.008.1 I

00

00

00

00

00

0.000.00

00

00

00

00

00

0.000.00

00

00

00

00

00

0.000.00

4 ÞK-tñ00

00

00

00

00

0.000.00

TYPE OF PROJECTLOCATIONTYPE OF CONSTRUCTION

$/sF= l:::@ credirs/sF= @const$runit= l-5ì7TóZ-lFAMILY= IIOOO; ELDERLY= I2OOO

BELT=100; NVM=ll0; NVNM=200; RIC=300; TID=400; SMA=500; SMA-C=510; RU

N C=l; ADPT=2;REHAB(25,000+)=3; REHAB(7,500-25,000)=4

lf an ERROR message appears here checkspell¡ng of Clerk's Off¡ce on pg l. lt mustmatch eractly with the Jur¡sdict¡on nåmesl¡sted ¡n the

ELDERLY

ìF PER UNIT

{UMBER OF UNITS

,ARAMETER-(COSTS=>25,000),ARAMETER-(COSTS<25,000)

]OST PARAMETER,ROJECT COST PER UNIT

'ARAMETER-(CREDITS=>25,000),ARAMETER-(CREDITS<25,OOO)

]REDIT PARAMETER,ROJECT CREDIf PER UNIT

:OST PER UNIT POINTS]REDIT PER UNIT POINTS

AÐ LVg00

00

00

00

00

0.000.00

Err-l0

0

00

00

00

00

0.00o-00

0

0

00

00

00

00

0.000.00

00

00

00

00

00

0.000.00

FF-E-I ù I

0

0

00

00

00

00

0.000.00

00

00

00

00

00

0.00

.l

00

00

00

00

00

0.000.00

FAMILY

ìF PER UNIT¡UMBER OF UNITS

,ARAMEIER-(COSTS=>25,000)

'ARAMETER-(COSTS<25,OOO)


'ARAMETER-(CREDITS=>25,000)'ARAMETER-(CRËDITS<25,OOO)

)REDIT PARAMETER

'ROJECT CREDIT PER UNIT

,OST PER UNIT POINTS:RFTIIT PER TJNIT POINTS

00

00

00

00

00

0.000.00

1 ÞK-U00

00

00

00

00

0.000.00

1,2072

205,7380

205,734241,801

1 8,9620

1A, 216.125

0.0026 S3

00

00

00

00

00

0.000.00

00

00

00

00

0o

0.000.00

Z ÞK.Iñ00

00

00

00

00

0.000.00

J ÞK.I

00

00

00

00

00

0.00o-o0

00

00

00

00

00

0.00nnn



Standard Cost Parameter - low riseParameter Adjustment - mid riseParameter Adjustment - h¡gh rise

Adjusted Cost Parameter

Standard Credit Parameter - low rise

Parameter Adjustment - mid riseParameter Adjustment - high rise

Adjusted Credit Parameter

Standard Parameter - low r¡seParameter Adjustment - mid r¡se

Parameter Adjustment - high r¡seAd¡usted Cost Parameter

li-o-õ-l(Prorated)

I-ãT-l(Prorated)

Cred¡t Parameteß - Fam¡lY

StandardcreditParameter-lowrise 0 0 0 0 0

0000000000000000

'-Parameter Adjustment - mìd rìse

Parameter Adjustment - high riseAdjusted Credit Parameter

0000000ooo0000

0000000000000000

l-

TYPE OF PROJECT FAMILY = 11000; ELDERLY = 12000

LOCATION BELT=100; NVM=Il0; NVNM=200; RIC=300; TID=400; SMA=500; SMA-C=510;TYPE OF CONSTRUCTION N C=1; ADPT=2;REHAB(25,OOO+}=3; REHAB(7,500.25,000}=4

200#Dtv/0t

an ERROR message appeaß)elling of Clerk's Office on pgatch exactly with the Jur¡sd¡c

ELDERLY

ìF PER UNIT

{UMBER OF UNITS

'ARAMETER-(COSTS=>25,000),ARAMETER-(COSTS<25,OOO)

)OST PARAMETER

'ROJECT COST PER UNIT

,ARAMETER-(CREDITS=>25,000),ARAMETER.(CREDITS<25,OOO)


}OST PER UNIT POINTS:REDIT PER UNIT POINTS

00

00

#DIV/O!#Dtv/01

#Dtv/o1#Dtv/o1

#Dtv/01#Dtv/0!

0.000.00

EFF-T0

0

00

#Dtv/01#Dtv/01

#Dtv/01#Dtv/01

#Dtv/o!#Drv/0!

0,000.00

] ÞK-E00

00

#Dtv/o1#Dtv/o!

#Dtv/o1#Dtv/o1

#Dtv/o1#Dlv/o1

0.000-00

00

00

#Drv/0!#Dtv/0!

#DIV/OI#Dtv/0!

#Dtv/01#Dtv/01

0.00

'r-E- I ì0

0

00

#Dtv/o1#Dtv/o1

#Dtv/o1#Dtv/o1

#Dtv/o1#Dtv/o1

0.000.00

I

#Dtv/o!#Dtv/0!

#Dtv/0!#Dtv/0!

#Dtv/0!#Dtv/01

0.000.00

I

0

0

00

00

00

#Dtv/o1#Dtv/o1

#Dtv/o1#Dtv/o1

#Dtv/01#Dtv/o1

0.000.00

$/sF= @ cred¡ts/sF= @lconst $runit= l'--.Tõ1v/01-1here checkl.lt must

t¡on names

FAMILY

ìF PER UNIT.IUMBER OF UNITS

'ARAMETER-(COSTS=>25,000)'ARAMETER-(COSTS<25,000)


'ARAMETER-(CREDITS=>25,000),ARAMETER.(CREDITS<25,OOO)

)REDIT PARAMETER

'ROJECT CREDIT PER UNIT

;OST PER UNIT POINTS.Þthtt ÞEÞ I tNtl ÞôlNTs

00

00

#Dtv/o1#Dtv/01

#Dtv/01#Dtv/o1

#Dtv/0!#Dtv/0!

0.00o.o0

00

00

#Dtv/01#Dtv/01

#Dtv/01#Dtv/01

#Dtv/0r#Dtv/o1

0.000.00

00

00

#Drv/0!#Dtv/o!

#Dtv/o1#Dtv/o1

#Dtv/o1#Dtv/o1

0.000.00

J ÞK.g00

00

#Dtv/0!#Dtv/0!

#Dtv/0!#Drv/0!

#Dtv/0!#Drv/0!

0.000.00

00

00

#Drv/0!#Dtv/0!

#Dtv/0!#Dtv/0!

#Dtv/0!#Dtv/0!

0.000.00

I

00

00

#Dtv/o1#Dtv/o1

#Dtv/o1#Dtv/o1

#Dtv/o1#Dtv/o1

0.00nnô

00

0o

#Dtv/o1#Dtv/o1

#Dtv/o1#Dtv/o1

#Dtv/o1#Dtv/o1

0.000.00

00

00

#Dtv/01#Dtv/01

#Dtv/0!#Dtv/01

#Dtv/01#Dtviol

0.000.00



l-fo-l(Prorated)

l-J-õ-](Prorated)

Standard Cost Parameter - low rise #DIV/O! #D|V/O! #D|V/O! #D|V/O! #D|V/O! #DlV/01 #D|V/O!

Parameter Adjustment - mid rjseParameter Adjustment - h¡gh rise


Standard Cred¡t Parameter - low riseParameter Adjustment - mid riseParameter Adjustment - h¡gh rise

Adjusted Cred¡t Parameter

Standard Pârameler - low riseParameter Adjustment - mid r¡seParameter Adjustment - high r¡se


Standard Cred¡t Parâmeter - low riseParameter Adjustment - mid riseParameter Adjustment - high rise

Ad¡usted Cred¡t Parameter

Cred¡t ParameteÊ -

Unit Size Galculations:

High Sq.Ft. / BDRMLow Sq.Ft. / BDRMProject Sq.Ft. / BDRMPercentage of UnitsPoints per Bedroom


High Sq.Ft. / BDRMLow Sq.Ft. / BDRMPoect Sq.Ft. / BDRMPercentage of UnitsPoints per Bedroom

High Sq.Ft. / BDRMLow Sq.Ft. / BDRMPro.¡ect Sq.Ft. / BDRMPercentage of UnitsPoints per Bedroom

1 ST ELD-EFF 1 ST ELD-1 BDRM 1 ST ELD-2 BDRM000000

0.00 0.00 0.000.00% 0.00% 0.00%

0

lã¡¡-õ&g-îîîltProrated)

0000.00000.0

0.00 0.00 0.00 0.0

0.00% 0.00% 0.00% 0.00%

-2 BDRM-G F-3

0 775 1,050 1175

0 620 840 940

0.00 769.65 1,044.57 1,210.740.00% 25.00% 50.00% 25.00Yo

n 24 49 25

-4 BDRM.G F-2 BDRM.TH F-3 BDRM-TH F-4 BDRM.TH

0000000

0.00 0.00 0,00 0.000.00% 0.00% 0.00% 0.00%

000

Amenities:

All units have:

Number of 2-Bedroom New Constr.Number of 3-Bedroom New Constr

Units W¡th 1.5+ Bathrooms. Units With 2+ Bathrooms

a. l.Sor2Bathroomsb, Community Room 749 SF

c. Brick Exterior Walls

d. Kitchen/Laundry Appl.-Energy Star

e. Windows-Energy Star

f. HVAC/SEER/HSPF/AFUEg. Sub-metered water

h. Lov'Ílow showers and faucets

i. High speed internet infrastructure

J. Water Heaters-Energy Star

Total

All elderly units have:a. Front-control ranges

b. Emergency call sys.

c. Suppl. heat source in baths

d. Two eye viewers

Total

All rehab or adaptive reuse units have:a. Historic rehab

Total

Total Amenit¡es Po¡nts:

Unit Size Galculations:



High Sq.Ft. / BDRMLow Sq.Ft. / BDRMProject Sq.Ft. / BDRMPercentage of Un¡tsPoints per Bedroom

High Sq.Ft. / BDRMLow Sq.Ft. / BDRMProlect Sq.Ft. / BDRMPercentage of UnitsPoints per Bedroom

E-AS LVG IE-EFF IE-1 BDRM

00000.00 0.00 0.00 0.00

0.00% 0.00% 0.00% 0.00%

0000

00

F-1 BDRM-G F-2 BDRM-G F.3 BDRM-G0 0 1,061

0084900.00 0.00 1,206.51 0.00

0.00% 0.00% '100.0070 0.00%0 U

.4 BDRM-G F-2 BDRM-TH F-3 BDRM-TH F-4 BDRM-TH

0.00 0.00 0.00 0.000.00% 0.00% 0.00% 0.00%

00000000

00

1 BDRM 1 ST ELD-2 BDRM000000

0.00 0.00 0.000.00% 0.00% 0.00%

lñ?1ßl (Prorated)

''on¡ties:

All un¡ts heve:

Number of 2-Bedroom Adaptive Reuse Units W¡th 1.5+ BathroomsNumber of 3-Bedroom Adaptive Reuse Units With 2+ Bathrooms

All elderly units have:a. Fronlcontrol ranges



d. Two eye viewers

All rehab or adaptive reuse units have:a. Histor¡c rehab

1.5 or 2 Bathrooms

Community Room 749 SF

Brick Exterior Walls

Kitchen/Laundry Appl.-Energy StarWindows-Energy StarHVAC/SEER/HSPF/AFUESub-metered waterLowflow showers and faucets

H¡gh speed internet infrastructure

Water Heaters-Energy StarTotal

Total

TotalF

a.

b.

d.

e.fo

h

i.

J,

Total Amenities Points: o.J

Unit Size Calculations:


High Sq.Ft. / BDRMLow Sq.Ft. / BDRMPoect Sq.Ft. / BDRMPercentage of UnitsPoints per Bedroom

High Sq.Ft. / BDRMLow Sq.Ft. / BDRMProject Sq.Ft. / BDRMPercentage of Un¡tsPoints per Bedroom


LVG IE-EFF IE-1 BDRM00000000

0.00 0.00 0.00 0.00#Dtv/0t #Dtv/o! #Dtv/o! #Dtv/0!

0 0

F.EFF.G F-I BDRM-G F.2 BDRM-G F-3 BDRM-G

00000000

0.00 0.00 0.00 0.00

#Dtv/ot #Dlv/o! #Dlv/o! #Dlv/010 00

-4 BDRM-G F-2 BDRM-TH F-3 BDRM-TH00000000

0.00 0.00 0.00 0.00

#Dtv/ot #Dtv/o! #Dtv/0ì #Dtv/0!0 0

1 ST ELD,EFF 1 ST ELD-1 BDRM 1 ST ELD.2 BDRM0

0000.00 0.00 0.00

#Dtv/o! #Dtv/0! #Drv/0!0 0

l.T-1(Prorated)

t - nities:

All units have:a. l.Sor2Bathroomsb. Community Room 749 SF

c. Brick Exterior Walls

Numberof 2-Bedroom Rehab UnitsWith 1.5+ BathroomsNumber of 3-Bedroom Rehab Units With 2+ Bathrooms

d.

e.

f.

sh.

i.

J.

Kitchen/Laundry Appl.-Energy Star

Windows-Energy Star

HVAC/SEER/HSPF/AFUESub-metered waterLowflow showers and faucets

H¡gh speed internet infrastructure

Water Heaters-Energy StarTotal

Total

All eldedy units have:a. Front-control ranges



d. Two eye viewers

All rehab or adaptive reuse units have:a. Historic rehab F

Total Amenities Points:

TAB A(Documentation of Development Location)

TAB ,A.1(QualifTed Census Tract Certifïcation)

Colonial Heights Apartments 2006, L.P.208 Hudgins Road

Fredericksburg, V A 22408Phone: (540) 604-9943 Fax: (540) 604-9949

DevelopmenlNome: ColoniolHeights

EOUAL HOUSING

OPPORTUNITY

rrocking +: Ðoo4 -z- 3{1. Generol lnslructions

o This Certificotion must be included with the Applicotion (by Applicotion Deodline,5/15109t1.

The Owner/Developer completes this Certificotion.

Any chonge in this form moy result in o reduction of points under lhe scoring system. lf youhove ony questions. pleose coll Jim Chondler ot VHDA (804) 343-5786.

2. Definition of Quolified Census Troct

Pursuont to $a2(d)(5)(C)(ii) of the lRC, o quolified census Troct is, "(l) Any census troctwhich is designoted by the Secrelory of Housing ond Urbon Development ond, for themost recent yeor for which census doio ore ovoiloble on household income in suchtroct, either in which 50% or more of the households hove on income which is less thon60% of ihe oreo medion gross income (AMGI) for such yeor or which hos o poverty roteof of leost 25%.lf the Secretory of Housing ond Urbon Development determines thotsufficient doto for ony period ore not ovoiloble to opply this clouse on the bosis of censustrocts, such Secretory sholl opply this clouse for such period on the bosis of enumerotiondistricts. (ll) The portion of q metropoliton stotisticoloreo (MSA)which moy be designotedsholl not exceed on oreo hoving 20%of the populotion of such MSA. (lll) Eoch MSA shollbe treoted os o seporote oreo ond oll non-metropoliton oreos in o Stote sholl be treotedos one oreo."

3. Census Troct #(s):

5r ó30000400

X To determine the development's census troct, go to hitp://mop.sbo.gov/hubzone/init.osp oñdput in the development oddress or county. The census troct number will be reveoledofter pressing The "seorch" button. On o rore occosion, when o development sponsmore thon one census troct, this website moy show incomplete informotion. lt thesubjecl development is ocross census trocts, pleose list eoch census troct by numberond provide supporting documentotion.

X Attoch o mop showing census troct boundories ond the development's locotionl

4. LegolDescription

X Attoch o copy of the developmenl's legoldescriplion; the legoldescription shouldcorrespond lo the site control document in the Applicotion'

All that certain lot or parcel of land together with all buildings and improvements thereon,

situate, laying and being in the City of Fredericksburg, Virginia, containing 14,872 square

feet, more or less, as shown on plat of survey prepared by Eugene W. Kniseley, C.L.S., dated

August 9,1982, revised August 24,1982, and recorded in Plat Book 4, Page 29, in the

Clerk's Office of the Circuit Court of the City of Fredericksbu

And being the same property conveyed to Central Virginia Housing Coalition, Inc., from

Dixon Street Associates by deed dated October 15, 1998.

SBA HUBZone Locator http://map.sba. gov/hubzone/hzqry.asp

ffiBA\ TMaptitudefur thel,lr€b

H U BZone3.60.0O

Progra m

Address-Town-Countvu's' MaD search

Text-O-qlIHelo ....-Versron

DETERMINATION OF WHETHER AN ADDRESS IS IN A HUBZONE

200-202 Charles Street, Fredericksburg VA,2240Lis located in Census Tlact "51630000200" which IS HUBZonequalified.

The map belorv shows the relationship of this address (marked with a star) to qualified HUBZone areas. Belolv the map,you may find information on why the address was found to be in a HUBZone Area.

User can define zoom in/outor move display area byclicking on the map withthe mouse after selecting a

tool above.

tüqtr lqñd lrtroarry EffiFrnüfryLr lffrrthdrynrrårlrPo.rer€d ry ¡lætitudrlor tlrc lfcb-Ð CSc

BASIS OF HUBZONE DETERMINATION

Is the a¿dress located in ø Metropolitan Area? YES

Is the address located in ø qualified or redesignøted census tract? YES

Is the address located in a BRAC Commission-closed formermilitary base? NO

Is the address located in a Dfficult Development Area? NO

Is the address located in an Indian Country area? NO

lof2 5lrzl09 9:35 PM

SBA HUBZone Locator http : //map.sba.gov/hubzone/hzqry.asp

If yaur firm's principal offæe ís located in this qreawhich is qualified as a HUBZone (Príncipal ffice meøns the lacatianwhere the greatest number of the concern's employees qt any one location perforn thei.r work.,I3 CFR PmT 126.l0j), youare encour&ged to apply for the HUBZone Empowermeut Cantracting Pragram.

You may apply now for HUBZone Certification

enter an ADDRESS,TOWN or COUNTY to Search

2 o,12 5n2lÙ9 9:35 PM

EXHIBIT APROPERTY DESCRIPTION

LEGAL DESCRIPTION FOR A 0.3415 ACRE TRACT OF LAND AS RECORDED IN PLATBOOK 4, PAGE 29 OF THE CITY OF FREDERICKSBURG, VIRGINIA LAND RECORDS;

SAID 0.3415 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES

AND BOUNDS ON THE ALTA/ACSM LAND TITLE SURVEY MADE BY HGP, INC.,

DATED MARCH 6,2007 AS FOLLOV/S:

Beginning at a drill hole found in the Western line of Charles Street and I30.2 feet South of the

centerline of Dunmore Street for the Northeast cornet of this tract and the POINT OF

BEGINNING; THENCE,

V/ith the lVesterly right of way of Charles and Dixon Street, the following two courses:

1. South 26' 32'30" East,77.68 feet to a drill hole found 0.2' from a building;THENCE,2. South 14" 07' 35" West, 106.00 feet to a 518" iron rod set at the Southeast corner of this

site, same being a corner to Downtown Greens as recorded in Instrument No.

200340.2000; THENCE,

Leaving the right of way of Dixon Street and with the common line of both this tract and tracts

owned by Downtown Greens as recorded in Instrument Nos. 2003402000 and 2001206000, the

following five (5) courses:

1. North 62" 36' 16" West,20.00 feet to a 5/8".iron rod set; THENCE,2. North 60" 10' 30"'West, 100.00 feet to a 1" iron pipe found;THENCE,3. North 63' 27' 29" East,9.94feet to a 5/8" iron rod set; THENCE,4. North 26' 32' 30" West, 58.60 feet to a 518" iron rod set; THENCE,5. North 63' 25'57" East, 126.3Ofeet

to the POINT OF BEGINNING, containing 0.3415 acres of land, more or less.

BEING the same property conveyed to Central Virginia Housing Coalition, Inc. by deed fromDixon Street Associates, a Virginia limited partnership, dated January 7, 1999 and recorded

January 14,1999, in the Clerk's Office, Circuit Court, City of Fredericksburg, Virginia, in Deed

Book 32O,page92.

Colonial HeightsApartments 2006,LP

CVHC Colonial HeightsApartments, Inc.General Partner

Virginia Affordable HousingManagement Corporation

Special MemberArild Trent , President

Housing Equity Fund ofVirginia XI

Investor Member

Central Virginia Housing CoalitionGary Parker

Executive Director

Vrginia Housing capital Corp.Managing Member

Ralph Nodine, President

0.009% 0.001o/o 99.99%

TAB 4.2(Revitali zation Are a C ertific ation)

Beverly R. C¡mercnActing City Manager

City of FredericksburgP.O. Box 7447

Fredericksburg, VA 22404-7 447Telephone: 540-372-1010

Fax: 540-372-12Ùl

April 16,2009

Jim ChandlerVirginia Housing Development Authority601 South Belvidere StreetNchmond, Virginia 23220

2009-z-3sColonial Heights ApartmentsCity of Fredericksburg, VirginiaColonial Heights Apartments 2006, L.P.

Dea¡Mr. Chandler:

I certiff that the above-referenced development is located in a Revitalization Area in myjurisdiciion. A "revitalization area" is any area that is (i) either (1) blighted, deteriorated,deteriorating or, if not rehabilitated, likely to deteriorate by reason that the buildings,improvements or other facilities in such area are subject to one or more of the followingconditions- dilapidatior¡ obsolescence, overcrowding, inadequate ventilation, light or sanitation,

excessive land coverage, deleterious land use, or faulty otherwise inadequate design, quality orconditiorq or (2) the industrial, commercial or other economic development of such area willbenefit the city or county but such area lacks the housing needed to induce manufacturing,industrial, commercial, governmental, educational, entertainmeÍt, community development,

healthcare or nonprofit enterprises or undertakings to locate or remain in such area; and (ii)private enterprise and investment are not reasonably expected, without assistance, to produce the

construction or rehabilitation of decent, safe and sanitary housing and supporting facilities thatwill meet the needs of low and moderate income persons and families in such area and willinduce other persons and families to live within such area and thereby create a desirableeconomic mix of residents in such area.

I understand that this Certification will be used by the Virginia Housing Development Authorityto determine whether the development qualifies for points available under VHDA's QualifiedAllocation Plan.

Yours truly,

VI{DA TrackingNumber:Development Name:Development Jurisdiction :

Name of Owner/Applioant :

Á*^4, I G^*de'erly Ry'cameronActing City Manager

Locatíon Map

FFIEC Map Print htþ: //maps.ffi ec. gov/FFIECMapper/TGMapSrv.aspx?street_add...

lofl 516109 6:42PM

Surveyor's CertifTcation of ProximityTo Public Transportation

HGP, lnc.Purina-Tower, Suite 1 00

401 Gharles StreetFredericksburg, V A 22401

540-371 -517 1 37341 50 (fax)email: [email protected]

DATE: February 12,2009

TO: Virginia HousÍng Development Authority601 South Belvidere StreetRichmond, VA 23220-6500

RE: 2009 Tax Credit Reservation RequestNameof Development :::::lît

Heights Apartmenes tz00-202 charles

Name of Owner: ColoniaL Heights ApartmenEs 2006, L.P.

Gentlemen:

This letter is submitted to you in support of the Owner's Application for Reservation of Low

lncome Housing Tax Credits under Section 42 of the lnternal Revenue Code of 1986,'as amended.

Based upon due investigation of the site and any other rnatters as it deemed necessary this firmcertifies that the main street boundary entrance to the property is within:

X 2,640 feet or Yz mile of the nearest access point to an existing commuter rail, light railor subway station; or

n 1 320 feet or To mile of the nearest access point to an existing public bus stop.

The latitudes and longitudes in decimal format (ex -77.452788 I 38.77987) are as follows:

HGP lnc.

Its: PresidentTitle

Latitude LonqitudeMain Street Boundarv Entrance to Property 38 17 39.93 -77 27 23.85

Transoortation Access 38 17 39,93 -77 27 23.85

TAB B(Partnership or Operating Agreement)

EXECUTION COPY

COLONIAL HEIGHTS APARTMENTS 2A06, L.P.,A VIRGINIA LIMITED PARTNERSHIP

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

As of May 19,2008

THE PARTNERSHIP INTERESTS EVIDENCED BY THIS AMENDED AND RESTATEDAGREEMENT OF LIMITED PARTNERSHIP (THE ''AGREEMENT') HAVE NOT BEENREGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION TINDER THESECURITIES ACT OF 1933 (THE "ACT',) OR PURSUANT TO APPLICABLE STATESECURITIES LAWS ('BLUE SKY LAWS'). ACCORDINGLY, THE PARTNERSHIPINTERESTS CANNOT BE RESOLD OR TRANSFERRED BY ANY PURCHASER THEREOFWITHOUT REGISTRATION OF THE SAME TINDER THE ACT AND THE BLUE SKY LAWSOF SUCH STATE(S) AS MAY BE APPLICABLE, OR IN A TRANSACTION WHICH ISEXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE BLUE SKYLAWS OR WHICH IS OTHERWISE IN COMPLIANCE THEREWITH. IN ADDITION, THESALE OR TRANSFER OF SUCH PARTNERSHIP INTERESTS IS SUBJECT TO CERTAINRESTRICTIONS SET FORTH IN THIS AGREEMENT; INCLUDING V/ITHoUT LIMITATI9N,THE RESTRICTIONS SET FORTH IN ARTICLE IX HEREOF.

TABLE OF CONTENTSPaqe

ARTICLE ICONTINUATION OF PART .......21.01

1.42

1.03

1.041.05

Continuatiol ....................2Nanre........- ,....,.................2Principal Place of Business ....i.............. .................2Agent for Service of Process ...........-..2Withdrawal of Withdrawins Limited Partner and Admission of Limited Partner

and Special Limited Partner .............21.06 Term.......... .......................31.07 Recording of Articles ...........3ARTICLE IIDEFINED TERMS .....................3ARTICLE IIIPURPOSE AND BUSINES .,....,.......I73.01 Pumose of the Bartnership ................ 173.02 Authorit-y of the Partnership .............17ARTICLE

DUTIES AND OBLIGATIONS...4.0I Representations. Warranties and Covenants Relatine to the Project and thePartnership ................... 194.02 Duties and Obliqations Relatine to the Project and the Partnership .......-..284.03 Single Pumose Entity .....32ARTICLE VPARTNERS. PARTNERSH

THE PARTNERSHIP ......325.01 Partners: Capital Contributions: Partnership Interests ............325.02 Return of Capital Contribution .........435.03 Withholding of Capital Contribution Upon Default ...............435.04 Leeal Opinions .........-.....445.05 Repurchase Oblieation ......................455.06 Guaranteed Pa.'¿ments .....................-.465.07 GP Loans .......................46ARTICLE VI CHAI¡GES rN GENERAL PARTNERS......... .................... 476.01 Withdrawal of the General Partner ................... ......................476.02 Admission of a Successor or Additio-nal General Partner ......476.03 Effest of Barìkruptcy. Death..Withdrawal. Dissolution or Incompetence of aGeneral Partner ............4g6-04 Restrictions on Transfer of General Partner's Interests ...........496.05 Removal of the General Partner ........49ARTICLE VIIASSIGNMENT TO THE PA ...............52ARTICLE VIIIRIGHTS. OBLIGATIONS AND POWERS OF THE GENERAL

PARTNER.......8.01 Management of the Partnership ........53

t9

-l-

Limitations Upon the Authority of the General Partner ....-....53Sale of Project ................... ................56Management Pu{poses ......................58Deleeation of Authoritv ....-...............58General Partner or Affiliates Dealine with Partnership ..........58Other Activities ..............58Liabili[¡ for Acts and Omissions -.--..59Indemnification of Limited Partner and the Partnership .........59Net'Worth of General Partner ...........59Construction of the Project, Construction Cost Ovem¡ns. Operating Deficits:

Other General Partner Guarantees. ....................60

8.028.03

8.048.058.068.078.088.098.108.11

Developmer_rt Fee ...........62Incentive Management Fee ...............63Withholdine of Fee Payments ...........63Selection of Manaqement Aqent: Tgrms of Manaqement Ageement ......63Removal of the Management Agent ..............-.....64Replacement of the Manasement Agent ..............65Loans to the Partnership ...................65Affiliate Guaranty ..........65Development Advisory Fee ..............65Accountilg Fee ..............65

ARTICLE IXTRâNSFERS AND RESTRIINTERESTS OF LIMITED PARTNERS ..............66

9.01 Restrictions on Transfer of Limited Partners' lnterests ...........669.02 Admission of Substitute Limited Partners .-.........669-03 Riehts of Assisnee of Partnership Interest .....,..-..67ARTICLE XRIGIITS ÄND OBLIGATIONS OF LIMITED PARTNERS10.01 Management of the Partnership ........6810.02 Limitation on Li4b,iliw of Limited Partners .........6810.03 Other Activities ..............68ARTICLE XI PROFITS. LOSSES AND DISTRIBUTIONS ........6811.01 A{ocation of Profits and Losses Other Than From Capital Transactions.................... 6811.02 Allocation of Gains and Losses from Capital Transactions ......................6911.03 Distributions: Net Cash Flow ..........6911.04 Distributions: Capital Transactions and and Liquidation of PartnershipProperty 7011.05 Distributions and Allocations: General Pfovisions .................7111.06 Capital Accounts .,,....-....731 1.07 Special Allocations ........7411.08 Designation of Tax Matters Partner .....................771l.09 Authoritv of Tax Matters Partner .-....781 I .10 Expenses of Tax Matters Partner .-...-79

8.128.13

8.148.158.168.178.188.198.208.21

68

-ll-

ARTICLE XIISALE" DISSOLUTION AND LIOUIDATION .........7912.01 Dissolution of the Partnership ..........79n.AZ Winding Up and Distribution ...........80ARTICLE XIIIBOOKS AND RECORDS. ACCOUNTING, TAX ELECTIONS.

8TC.......... .......8113.01 Books of Account ..........8113.02 Financial Repodg ...........8113.03 Budgets and General Disclosure ......-8213.04 Tax Information .............8313.05 Selection of Accountants ..................8313.0ó Section 754 Elections .......................83ß.47 Fiscal Year and Accountine Method ...................8413.08 Late Report Penalties .....84ARTICLE XIVAMENDMENTS. ......8414.01 Proposal and Adoption of Amendments ..............84ARTICLE XVCONSENTS. VOTtr.{G AN ........-......8415.01 Method of Givine Consent ...............8515.02 Submissions to Limited Partners ......8515.03 Meetings: Submission of Matt-er for Voting .......85ARTICLE XVIGENERAL PROVISIONS..... ..8516.01 Burden and Benefit ........8516.02 Applicable Law ..............8516.03 Counterparts ...................8516.04 Separabilit]¡ of Provisions .................851ó.05 Entire Agreement .......-...8516.06 Liabilit)¡ of the Limited Partner .........8616.07 Environmental Protection .................8616.08 Notices...... .....................8716.09 Headines ..... 8816.10. Pronouns and Plurals .....88ló.11. VHDA Mortgage Requirements............... ...........88

-il1-

coLoNIAL HEIGHTS APARTMENTS 2006, L.p.A VIRGINIA LIMITED PARTNERSHIP

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP ismade and entered into as ofMay 19,2008,by and among CVHC Colonial Heights Apartments, Inc.a Virginia corporation (the "General Partner"), GPLP, LLC, the withdrawing limited partner (the"Withdrawing Limited Parbrer"), and Housing EquityFund ofVirginia XI, L.L.C., a limited liabilitycompany formed under the laws of the Commonwealth of Virginia (the "Limited Parbrer") andVirginia Affordable Housing Management Corporation, a Virginia non-stock corporation (the"Special Limited Partner").

\ryHEREAS, Central Virginia Housing Coalition, Inc. who withdrew as general partner ofthePartnership effective as of March 2, 2007 and Virginia Aflordable Housing ManagementCorporation, who withdrew as a general partner of the Partnership effective December 4, 20A6(collectively the "Initial General Partner"), executed a Certificate of Limited Partnership for theformation of Colonial Heights Apartments 2006, L.P. (the "Partnership") pursuant to the terms oftheRevised Uniform Limited Partnership Act of the Commonwealth of Virginia (the "Act"), whichCertificate was subsequently filed with the State Corporation Commissioner ofthe Commonwealthof Virginia (the "State of Formation") which was recorded on March 2,2006, and subsequentlyamended and recorded on December 4,2006 and amended and recorded again March 2,2007 (asamended the "Certificate");

WHEREAS, the Initial General Partner and the Withdrawing Limited Partner, as limitedpartner, among others previously executed an Agreement of Limited Partnership dated Febru ary 27 ,2006, which was subsequently amended and restated as ofNovemb er,2006,and further amended as

of February 6,2007 (as amended, the "Original Agreement");

WHEREAS, the General Partner was admitted as a general partner of the Partnershippursuant to an amendment to the Certificate recorded March 2,2007;

WHEREAS, the Limited Partner wishes to join the Partnership as the Limited Partner, andthe Special Limited Partner wishes to join the Partnership as the Special Limited Partner;

WHEREAS, the Withdrawing Limited Partner wishes to withdraw from the Partnership;

WHEREAS, the General Partner, the Special Limited Partner and the Limited Partner wish tocontinue the Partnership pursuant to the Act;

WHEREAS, the Partnership has been formed to develop, construct, own, maintain andoperate a 14 unit low income housing apartment complex located in Fredericksburg, Virginia (the"Project");

WHEREAS, the parties hereto now desire to enter into this Amended and RestatedAgreement of Limited Partnership to (i) continue the Partnership under the Act; (ii) withdraw theWithdrawing Limited Partner from the Partnership; (iii) admit the Limited Partner to the Partnershipas a limited partner; (iv) to ratifu the admission ofthe Special Limited Partner as a limited partner tothe Partnership as of November, 2A06; and (v) set forth all of the provisions governing thePartnership;

NOW, THEREFORE, in consideration of the foregoing, of mutual promises of the partieshereto and of other good and valuable consideration, the receipt and sufficiency of which hereby areacknowledged, the parties hereby agree to continue the Partnership pursuant to the Act, as set forth inthis Amended and Restated Agreement of Limited Partnership, which reads in its entirety as follows:

ARTICLE ICONTINUATION OF PARTNERSHIP

1.01 Continuatiou. The undersigned hereby continue the Partnership as a limitedpartnership under the Act.

1,.42 Name. The name of the Partnership is Colonial Heights Apartments 2006,L.P.

1.03 Principal Place of Business. The principal place ofbusiness of the Partnership shallbe 208 Hudgins Road, Fredericksburg, VA 22408. The Partnership may change the location of itsprincipal place of business to such other place or places within the Commonwealth of Virginia as

may hereafter be deterrnined by the General Partner. The General Partner shall promptly notify allother Partners of any change in the principal place of business. The Partnership may maintain suchother offices at such other place or places as the General Partner may from time to time deemadvisable.

1.04 Asent for Service of Process. The name of the Agent for service ofprocess is GaryParker, who is a resident of Virginia and a member of the Virginia State Bar, and whose address is208 Hudgins Road, Fredericksburg, Virgini a,22408.

1.05 Withdrawal of Withdrawing Limited Partner and Admission of Limited Partner andSpecial Limited Partner . The Withdrawing Limited Partner hereby withdraws as a Partner of thePartnership, and represents and warrants that he has no interest in the Partnership and is not entitledto any fees, distributions, compensation or payments from the Partnership and that he has no interestin any property or assets of the Partnership. The Limited Partner is hereby admitted to thePartnership and the parties hereby rati$ the admission of Special Limited Partner to the Partnershipas of November,2006, as the sole limited partners.

1.06 Term. The term of the Partnership commenced as of the date of the filing of theCertificate with the Secretary of the Commonwealth of Virginia, and shall continue until December31,2056, unless the Partnership is sooner dissolved in accordance with the provisions of thisAgreement.

1.07 Recording ofArticles. Upon the execution ofthis Amended and Restated Agreementof Limited Partnership by the parties h.ereto, the General Partner shall take all actions necessary toassure the prompt recording of an amendment to the Certificate if and as required by the Act,including filing with the State Corporation Commission of the Commonwealth ofVirginia. All fees

for filing shall be paid out of the Partnership's assets. The General Partner shall take all othernecessary action required by law to perfect and maintain the Partnership as a limited partnershipunder the laws of the State, and shall register the Partnership under any assumed or fictitious name

statute or similar law in force and effect in the Commonwealth of Virginia.

ARTICLE IIDEFINED TERMS

In addition to the terms defined in the preamble to this Agreement, the followingterms used

in this Agreement shall have the meanings specified below:

"&untg¡úg" means Dooley & Vicars, or such other firm of independent certified publicaccountants as may be engaged by the General Partner, with the Consent of the Limited Partner, toprepare financial statements and provide other services to the Partnership. Dooley & Vicars (or otherindependent accountants approved by the Limited Partner) shall review and execute all tax returnsfor the Partnership.

"Accounting Fee" shall have the meaning set forth in Section 8.21.

"Act" means the Virginia Limited Partnership Act, as may be amended from time to timeduring the term of the Partnership.

"r{ctual Credit" means as of anypoint in time, the total amount ofthe LIHTC allocated by the

Partnership to the Limited Partner, representing ninety-nine and ninety-nine hundredths percent

(99.99%) of the aggregate LIHTC reported and claimed by the Partnership and its Partners on theirrespective federal information and income tax retums, and not disallowed by any taxing authority.

"Adjusted Capital Acc o means, with respect to any Partner, the deficit balance, ifany, in such Partner's Capital Account as of the end ofthe relevant fiscal period after giving effect tothe following adjustments: (a) the credit to such Capital Account of any amounts which such Partner is

obligated to restore under this Partnership Agreement or is desmed to be obligated to restore pursuant

to either (i) the penultimate sentences of Treas. Reg. $ 1 .704 -Z(Ð(l) and Treas. Reg. $ 1 .704-2(i)(5), or(ii) amounts that the Partner is treated as obligated to restore under Treas. Reg. $1 .704-1þ)(2)(iiXc);and (b) the debit to such Capital Account of the amounts described in Treas. Reg.

$ 1.704-1(b)(2xiÐ(dx4), (5) and (ó). The foregoing definition of Adjusted Capital Account Deficit isintended to comply with the provisions of Treas. Reg. $1.704-i(bx2xiÐ(d) and shall be interpretedconsistently therewith.

"Affiliate" of a specified Person means (i) any Person directly or indirectly controlling,controlled by or under common control with the Person specified, (ii) any Person owning orcontrolling ten percent (10%) or more of the outstanding voting securities or beneficial interests ofthe Person specified, (iii) any officer, director, partner, trustee or member ofthe immediate family ofthe Person specified, (iv) if the Person specified is an officer, director, partner, managing member orkustee, any corporation, limited partnership, limited liability company or trust for which that Personacts in that capacity, or (v) any Person who is an officer, director, managingmembeq general partner,trustee or holder of ten percent (10%) or more of the outstanding voting securities or beneficialinterests of any Person described in clauses (i) through (iv). The term "control" (including the term"controlled by" and "under coürmon control with") means the possession, direct or indirect, of thepower to direct or cause the direction of the management and policies of a Person, whether throughthe ownership of voting securities, by contract or otherwise.

"Affiliate Guarantor" means Central Virginia Housing Coalition, lnc., which is an Affiliate ofthe General Partner.

"Affiliate Guaranty" means the guaranty ofthe performance ofthe obligations ofthe GeneralPartner under this Agreement and the obligations of the Developer under the DevelopmentAgreement for the benefit of the Limited Partner given by the Affiliate Guarantor, which AffrliateGuaranty is in the form of þþþ!!p.

"Affiliated Partnership" means a limited partnership in which the General Partner or anAffiliate thereofis a general partner or a limited liability company in which the General Partner or anAffiliate is a managing member, and in which the Limited Partner or an Affiliate of the LimitedPartner is a Partner or limited partner.

"Agency" means the Virginia Housing Development Authority, in its capacity as the agencydesignated to allocate LiHTC, acting through any authorized representative.

"Agreement" means this Amended and Restated Agreement of Limited Partnership, as

amended from time to time.

"ArtiçLes" means the Partnership's Certificate or any other instrument or document which isrequired under the laws of the State of Formation to be signed by the General Partner and filed in theappropriate public offices within the State of Formation to perfect or maintain the Partnership as alimited partnership underthe laws ofthe State ofFormation, to effect the admission, withdrawal orsubstitution of any Partner of the Partnership, or to protect the limited liability ofthe limited partnersas Partners under the laws of the Commonwealth of Virginia.

"Assumed General Partner Tax Liabilitv" means for any given year the product of (i) the sumof (A) the Profits, if any, allocated to the General Partner pursuant to Section I 1.01(b) plus (B) anyitems of income, gain, loss, deduction or credit which are specially allocated to the General Partnerpursuant to Sections 11.07(a) and (d) through (i) times (ii) a percentage equal to the sum of (C) thehighest federal corporate tax rate for such year plus (D) the highest state corporate tax rate for suchyear.

"Assuqled Limited Partner Tax Liabilit-v" means for any given year the product of (i) thesum of (A) the Profits, if any, allocated to the Limited Partner pursuant to Section I 1.01(b) plus(B) any items of income, gain, loss, deduction or credit which are specially allocated to the LimitedPartner pursuant to Sections I 1.07(a) and (d) througþ fi) times (ii) a percentage equal to the sum of(C) the highest fede¡al corporate tax rate for such year plus (D) the highest state corporate taxrate for such year.

"Authority" or "Authorities" means any nation or government, any state or other politicalsubdivision thereof, and any entity exercising its executive, legislative, judicial, regulatory oradministrative functions of or pertaining to government, including but not limited to, any federal,state or municipal department, commission, board, bureau, agency, court, tribunal or instrumentality.

"Bankruptcy" or "@p!" as to any Person means the filing of a petition for relief as to anysuch Person as debtor or bankrupt under the Bankruptcy Act of 1898 or the Bankruptcy Code of1978 or like provision of law (except if such petition is contested by such Person and has beendismissed within 60 days); insolvency of such Person as finally determined by a court proceeding;filing by such Person of a petition or application to accomplish the sâme or for the appointment of areceiver or a trustee for such Person or a substantial part of his assets; coÍìmencement of anyproceedings relating to such Person under any other reorganization, arrangement, insolvency,adjustment of debt or liquidation law of any jurisdiction, whether now in existence or hereinafter ineffect, either by such Person or by another, provided that if such proceeding is commenced byanother, such Person indicates his approval of such proceeding, consents thereto or acquiescestherein, or such proceeding is contested by such Person and has not been finally dismissed within 60days.

"Breakeven Operations" means the date following Final Closing upon which the gross

operating revenues from the normal operation of the Project ¡eceived on a cash basis (including allpublic subsidy payments due and payable at such time but not yet received by the Partnership) for aperiod of three (3) consecutive calendar months after Final Closing equals or exceeds all accruedoperational costs of the Project, including, but not limited to, taxes, assessments, reserve fund forreplacement deposits and debt service payments, the Accounting Fee and a ratable portion of theannual amount (as reasonably estimated by the General Partner) of those seasonal and/or periodicexpenses (such as utilities, maintenance expenses and real estate taxes or service charges in lieu ofreal estate taxes) which might reasonably be expected to be incurred on an unequal basis during a fullannual period of operation, for such period of three (3) consecutive calenda¡ months on anannualized basis (based on projections ofthe Partnership), as evidenced by a certification ofthe

General Partner with an accompanying unaudited balance sheet of the Partnership indicating that alltrade payables have been satisfied (or with respect to trade payables within sixty (60) days ofthe date

the services were performed or goods were delivered, the trade payables shall not be past due and thePartnership shall have an adequate cash reserve for the payment of such hade payables), all as shallbe subject to the approval of the Limited Partner. For the purpose of calculating BreakevenOperations only, the following costs shall not be considered operating costs of the Project: (i)payments on the Incentive Management Fee; and (ii) payments to be made under the DevelopmentAgreement.

"Bridqe Loan Interçst" means the interest expense incurred by Limited Partner in connectionwith any loan obtained by such Limited Partner which is secured by the deferred capital contributionobligations of any of the members of such Limited Partner.

"Capital Account" means the capital account of a Partner as described in Section 1 1.06.

"Capital Contribution" means the total amount of money or other property contributed oragreed to be contributed, as the context requires, to the Partnership by each Partner pursuant to theterms of this Agreement. Any reference to the Capital Contribution of a Partner shall include theCapital Contribution made by a predecessor holder of the lnterest of such Partner.

"Capitel Transaction" means any transaction out of the ordinary course of the Partnership'sbusiness which 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 ofthePartners), casualty (where the proceeds are not to be used for reconstruction), condemnation,refinancing or similar event of any part or all of the Project.

"Capital Transaction Administrative Fee" means the fee payable under Section 1 1.04(d).

"Capitalized Bridee Loan Interest" means any Bridge Loan lnterest required to be capitalizedby the Partnership pursuant to Code Section 263A.

"Carveouts" has the meaning set forth in Section a.Ol(g).

"Çgrtifiçete" has the meaning set forth in the Recitals hereof.

"Certified Credits" means ninety-nine and ninety-nine hundredths percent (99.99%) of theannual LIHTC that the Accountants certifu in writing to the Partnership that the Partnership will beable to claim during each full fiscal year during the Credit Period for all buildings in the Projectassuming full compliance with therentrestrictionsand incomelimitationsofSection42ofthe Code.The calculation of the Certified Credits shall be based, among other things, on the Form(s) 8609

issued by the Agency for all the buildings comprising the Project and on the cost certif,rcationprepared in connection with the application by the Partnership for Form(s) 8609. Once the Ce¡tifiedCredits are determined, they shall not be adjusted during the term of this Agreement; provided,

however, if with respect to an LIHTC Recapture Event the General Partnermakes a payment underSection 8.1 1(c), then the Certified Credits shall be reduced prospectively by the annual reduction inLIHTC attributable to such LIHTC Recapture Event.

"Certified Credit Capital Adjustment" has the meaning set forth in Section 5.01(e)(i).

"Certified Credit Capital Decrease" has the meaning set forth in Section 5.01(e)(i).

"Certified Credit Capital Increase" has the meaning set forth in Section 5.01(e)(i).

"Code" means the Internal Revenue Code of 1986, as amended from time to time, or anycorresponding provision or provisions of succeeding law.

"Çe!q¡qtncn!!9!1et" means that certain Commitment Letter &om the Limited Partner to thePartnership dated as of May 2,2008.

"Compliance Terrnination Sale" has the meaning set forth in Section 8.03(a).

"Consent" means the prior written consent or approval of the Limited Partner and/or anyother Person, as the context may require, to do the act or thing for which the consent is solicited.

"Construction Contract" means the construction contract in the guaranteed maximum amountof S2,031,911 (including all exhibits and attachments thereto) to be entered into between thePartnership and the Contractor, pursuant to which the Project is to be constructed and rehabilitated.Such Construction Contract shall be subject to the Consent of the Limited Partner.

hereto."Construction Loan" means the Project Loan from a private lender identified on Exhibit F

"construction Perio 'has the meaning set forth in Sectiona.02(s).

"Contractor" means Community Housing Partners Corporation, a Virginia corporation, whichis the general construction contractor for the Project.

"Continued Compli " has the meaning set forth in Section 8.03(a).

"Counsel" or "Counsel fo-r the Partnership" means Kanady & Quinn, PC, or such otherattomey or law firm upon which the Limited Partner and the General Partner shall agree; provided,however, that if any section of this Agreernent either (i) designates particular counsel for the purposedescribed therein, or (ii) provides that counsel for the pulpose described therein shall be chosen byanother method or by another Person, then such designation or provision shall prevail over thisgeneral definition.

"Credit Period" means the ten-year "credit period" as defined in and determined inaccordance with Section 42(Í) of the Code.

"Debt Service Coveraqe Ratio" shall mean a fraction, the numerator of which is thedifference between all cash actually received by the Partnership on a cash basis from normaloperations less all accrued operational costs of the Project and the denominator of which is all debtservice, reserve, mortgage insurance premium and/or other cash requirements imposed by the ProjectLoan documents properly allocable to a particular period on an annualized basis, as determined bythe Accountants.

"Developer" means Central Virginia Housing Coalition, Inc., lnc.

"Development Advisory Fee" has the meaning set forth in Section 8.20.

"Developmgnt Agreement" means the Development Agreement between the Partnership and

the Developer as of even date herewith relating to the development ofthe Project and providing forthe payment of the Development Fee, in the form set forth in Exhibit A.

"Development Budget" means the acquisition, construction, rehabilitation, development and

financing budget for the acquisition, construction, rehabilitation, development, financing and

operation of the Project, including without limitation the construction or rehabilitation of allimprovements, the furnishing of all personalty in connection therewith, and the operation of theProject which Budget is attached hereto as Exhibit H, and any amendments thereto made with theConsent of the Limited Partner. The Development Budget shall also include a calculation of theProjected LIHTC for the Project indicating the assumptions regarding basis which underlie suchcalculation, a lS-year income/expense pro forma, profit/loss statement, cash flow statement,depreciation/amortization schedule, capital account, minimum gain and 30 year analysis and a

calculation ofnet sale proceeds.

"Development Costs" means all of the following: (i) all direct or indirect costs paid oraccrued by the Partnership related to the acquisition of the Land (and any improvements thereon) and

the development or rehabilitation of the Project, including payment of the Development Fee,

amounts due under the Construction Contract, any construction cost overruns, the cost of any change

orders and all costs necessary to achieve Substantial Completion; (ii) all costs to achieve InitialClosing and Final Closing, and satisfu any escrow deposit requirements which are conditions to theFinal Closing, including arry amounts necessary for local taxes, utilities, mortgage insurancepremiums, casualty and liability insurance premiums, and any applicable loan fees, discounts or otherexpenses; (iii) for the period prior to Breakeven Operations, all costs, payments and deposits needed

to avoid a default under any Project Loan, including without limitation, all required deposits tosatisff any requirements of a Project Lender to keep a Project Loan "in balance"; (iv) all costs and

expenses relating to remedying any environmental problem or condition or Hazardous Materials that

existed on or prior to Final Closing; and (v) all Operating Deficits incurred by the Partnership priorto Breakeven Opeiations.

"Development Fee" means the fee payable by the Partnership to the Developer pursuant toSection 8.12 ofthis Agreement.

"Downward Capital Adiustment. " has the meaning set forth in Section 5.01(e)(i).

"Economic Risk of Loss" has the meaning specified in Treas. Reg. $1.752-2.

"Environmental Consultant" has the meaning set forth in Section 5.01(i).

"Excesg Development Costs" means all Development Costs in excess of the proceeds oftheProject Loans and all Capital Contributions the General Partner and Limited Partner are required tomake hereunder.

"Extended Use A$eement" means the Extended Use Regulatory Agreement and Declarationof Restrictive Covenants entered into between the Partnership and the Agency dated as of June 1,

2007, setting forth certain terms and conditions under which the Project is to be operated.

"Fannie Mae" shall mean Federal National Mortgage Association.

"Final Closins" means the occurrence of all ofthe following: (i) Substantial Completion, (ii)approval by the Project Lenders, if any, of the Partnership's certification of actual costs as to the

development and construction or rehabilitation of the Project, (iii) disbursement by all ProjectLenders of any and all previously undisbursed Project Loan proceeds, including the funding of the

Permanent Loan under Documents acceptable to the Limited Partner, and (iv) commencement ofamofüzatian as to all Project Loans (to the extent anyProject Loan requires principal amortization).

"Final Mortgage Amount" means the principal amount of all ofthe Project Loans, advanced

at or prior to the Final Closing, before any reduction resulting from repayments of principal thereof.

"40-60 Set-AsideTest" meanstheMinimum SetAsideTestwhereby aTleast4}Vooftheunitsin the Project must be occupied by individuals with incomes of 60% or less of area median income,as adjusted for family size.

"General Partner" means CVHC Colonial Heights Apartments, Inc., a Virginia corporation,and any other Person admitted as a General Partner pursuant to this Agreement, and their respective

successors as any such successor may be admitted pursuant to this Agreement, including those

Persons admitted pursuant the provisions of Sections 6.02 and 6.03.

"General Partner Pledge" has the meaning set forth in Section 8.19.

"General Pa4r-rer's Special Capital Contribution" has the meaning set forth in Section 5.01(b).

"GP Loans" means the loans which may be made by the General Partner to the Partnershippursuant to Section 5.07(a) hereof, including any accrued interest thereon. Operating Deficit Loans

shall not constitute GP Loans.

o'Guarantor LIHTC Compli 'has the meaning set forth in Section 8.1l(c)(v).

"@" has the meaning set forth in Section 16.07(e).

"Hazardous Waste Laws" has the meaning set forth in section 16.07(e).

"Incentive Manaqement Fee" means the fee payablebythe Partnership to the General Partner

pursuant to Section 8.13 of this Agreement.

"Initial Amount" has the meaning set forth in Section a.02(q).

"Initial Closinq" means the date upon which one or more of the Prdect Loans is closed and

the initial disbursement is made thereunder. The Initial Closing is anticipated to occur on May 19,

2008.

"Initial Period" has the meaning set forth in Section S.1l(b).

rrlltterestrr or "Partnership Interest" means the ownership interest of a Partner in the

Partnership at any particular time, including the right of such Partner to any and all benefits to whichsuch Partner may be entitled as provided in this Agreement and in the Act, together with the

obligations of such Partner to comply with all the terms and provisions ofthis Agreement and of said

Act.

*IRS" means the Intemal Revenue Service of the United States or any successor agency.

rrl.andrr means the tract of land currently owned or to be purchased by the Partnership uponwhich the Project will be located, as more particularly described on Exhibit C attached hereto.

"Late Delivery Capital Adjustmgnt" has the meaning set forth in Section 5.01(e)(i).

"Lease-Up Reserve" has the meaning set forth in Section a.02(s).

"LIHTC" means the low-income housing tax credit allowed for low-income housing projectspursuant to Section 42 of the Code.

"LIHTC Compliance Guaranty" collectivelymeans the General Partner obligations set forthin Section 8.11(c).

10

"LIHTC Recapture Event" means (a) the filing of a tax return by the Partnership evidencing a

reduction in the qualified basis of the Project causing a recapture of LIHTC previously allocated tothe Limited Partner, (b) a reduction in the qualified basis of the Project following an audit by theInternal Revenue Service which results in the assessment of a deficiency by the Internal Revenue

Service against the Partnership with respect to any LIHTC previously claimed in connection with the

Project, unless the Partnership shall timely file a petition with respect to such deficiency with theUnited States Tax Court and any other federal tax court of competent jurisdiction and the collectionof such assessment shall be stayed pending the disposition of such petition, (c) a decision by theUnited States Tax Court or any other federal court of competent jurisdiction upholding theassessment of such deficiency against the Partnership with respect to any LIHTC previously claimedin connection with the Project, unless the Partnership shall timely appeal such decision and thecollection of such assessment shall be stayed pending the disposition of such appeal, or (d) thedecision of a federal court of competent jurisdiction affirming such decision.

"LIHTC Reduction G 'has the meaning set forth in Section 5.01(e)(ii).

"LIHTC Shortfall" means, as to any period of time, the difference between the CertifiedCredit for such period of time and the Actual Credit for such period of time. For purposes ofdetermining the amount of the LIHTC Shortfall for a particular period of time, if there is an

adjustment to Capital Contributions under Section 5.01(e) because of a Late Delivery CapitalAdjustment, the LIHTC Shortfall for such period of time shall be reduced by the Late DeliveryCapital Adjustment.

"Limited Partner" means, initially, Housing Equity Fund of Virginia XI, L.L.C., a Virginialimited liability company.

"Limited P_artner Due Diligence Costs" has the meaning set forth in Section 5.01(Ð.

"Liquidator" means the General Partner or, ifthere is none at the time in question, such otherPerson who may be appointed in accordance with applicable law and who shall be responsible fortaking all action necessary or appropriate to wind up the affairs of and distribute the assets ofì the

Partnership upon its dissolution.

"Loan Apreement" means any loan agreement and/or similar agreement with respect to theterms and conditions of the making of any of the Project Loans, which will be entered into between

the Partnership and any one of the Project Lenders at or prior to the Final Closing.

"Losses" has the meaning set forth in the definition of "Profits" and'ol-osses."

"Ma43gement Agent" means the management and rental agent for the Project designatedpursuant to Section 8.15.

11

"Management Ageement" means the agreement between the Partnership and theManagement Agent providing for the marketing and management of the Project by the ManagementAgent.

"Minimum Gain" means the amount determined by computing with respect to each

Nonrecourse Debt the amount of gain, if any, that would be realized by the Partnership if it disposed

of the asset securing such liability (in a taxable transaction) in full satisfaction thereof (and for no

other consideration), and by then aggregating the amounts so computed. For purposes ofdetermining the amount of such gain with respect to a liability, the adjusted basis for federal incometax purposes ofthe asset securing the liability shall be allocated among all the liabilities that the asset

secures in the manner set forth in Treas. Reg. $1 .704-2(d)(2).

"Minimum Set-Aside Test" means the set-aside test selected by the Partnership pursuant toSection 42(g) of the Code with respect to the percentage of units in its Project to be occupied bytenants with incomes equal to no more than a certain percentage of area median income. ThePartnership has selected or will select the 40-60 Set-Aside Test as restricted by Code SectionazG)Q) to require at least 40% oftheunits in the Projectbe occupiedbyindividualswith incomes of600/o or less of area median income, as adjusted for family size, as the Minimum Set-Aside Test.

"Mortgagg" means any deed of trust to be given by the Partnership in favor of any ProjectLender as maker of a Project Loan, constituting a lien on the Project and securing a Project Loan.

"Net Cash Flow" means the sum of (i) all cash received from rents, lease payments and allother sources, but excluding (A) tenant security or other deposits (except to the extent forfeited to thePartnership), (B) Capital Contributions and interest thereon (other than if used to pay for an itemdeducted below in determining Net Cash Flow), (C) proceeds from Capital Transactions and (D)interest on reserves not available for distribution, (ii) the net proceeds ofany insurance, other than

fire and extended coverage and title insurance, to the extent not reinvested, and (iii) any other fundsdeemed available for distribution by the General Partner with the approval ofthe Project Lenders, ifrequired, less the sum of(x) all cash expenditures, and all expenses unpaid but properly accrued,which have been incurred in the operation of the Partnership's business (whether or not suchexpenditure is deducted, amortized or capitalized for tax purposes), including the management fee tothe Management Agent and the Accounting Fee, (y) all payments on account of any loans made tothe Partnership (whether such loan is made by a Partner or otherwise), but not including any amountsto be paid pursuant to the Development Agreement or pursuant to any loans made by any Partnerswhere repayment of such loans is to be made out of Net Cash Flow, and (z) any cash reserves forworking capital, capital expenditures, repairs, replacements and anticipated expenditures, in suchamounts as may be required by the Project Lenders or the Limited Partner, or may be determinedfrom time to time by the General Partner with the approval of the Limited Partner and the ProjectLenders, if required, to be advisable for the operation of the Partnership.

"Net Projected Tax Liabilities" means, as determined by the Accountants, based on thePartnership's tax records, and any final adjustments made prior to the availability of proceeds of

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Capital Transaction(s) for distribution, the cumulative amounts of the respective projected liabilities(collectivel¡ the "Projected Tax Liabilities") ofthe General Partner, the Limited Partner's members,and their respective partners and members, if any, (collectively, the "Partnership Taxpayers") for anyand all federal, state, and local taxes, including any recapture ofprior LIHTC, to be imposed on thePartnership Taxpayers by reason of all Capital Transactions of the Partnership from which theproceeds in question are to be distributed, any and all prior Capital Transactions of the Partnership(to the extent proceeds from such prior Capital Transactions equal to the Projected Tax Liabilities forsuch prior transactions were not distributed) and any liquidation ofthe Partnership. Such projectionsof liabilities shall estimate the applicable tax rate or rates for the General Partner (based on actual orprojected taxable income) and shall assume the maximum applicable tax rate or rates for each oftheLimited Partner's partners or members, if any (without regard to actual taxable income), in effect at

the time of each Capital Transaction, in all cases without regard to the alternative minimum tax,limitations on the use of business tax credits, or other factors that may affect tax liability inparticular cases, and without adjustment for any variance from actual tax liabilities that may lateroccur.

"New Allocation" has the meaning set forth in Section 11.O7(mXii).

"Nenlecgufg.e_D.eb!" means any Partnership liability that is considered nonrecourse forpurposes of Treas. Reg. $1.1001-2 (without regard to whether such liability is a recourse liabilityunder Treas. Reg. $1 .752-1 (a)(1 ).

"Non¡ecourse Deduct 'has the meaning set forth in Treas. Reg- $1 .704-2(b)(l).

"Nonrecourse Liability" means any Partnership liability (or portion thereof) for which noPartner or related Person (within the meaning of Treas. Reg. $ 1.752-4(b) bears (or is deemed tobear) the Economic Risk of Loss.

"Note" means any mortgage or deed of trust promissory note given by the Partnership infavor ofa Project Lender evidencing a Project Loan.

"Notice" means a writing containing the information required by this Agreement to be

communicated to a Partner and sent by express courier or telephone facsimile transmission, or byregistered or certified mail, with postage prepaid and return receipt requested, to such Partner at such

Partner's address as specified pursuant to Section 16.08, the date of receipt thereof (or the nextbusiness day if the date of receipt is not a business day) or, in the case of registered or certified mail,the date of registry thereof or the date of the certification receipt, as applicable, being deemed thedate of such Notice; provided, however, that any written communication containing such informationsent to such Partner actually received by such Partner shall constitute Notice for all purposes of thisAgreement.

"Qg¡ilg lefiçi!" meâns the amount by which the gross receipts of the Partnership fromlease payments, and all other income and receipts of the Partnership (other than proceeds of any

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loans to the Partne¡ship, Capital Contributions, and investment eamings not available for distributionon funds on deposit in the Reserve Fund for Replacements, and other such reserye or escrow funds oraccounts not available for distribution) for a particular period of time, is exceeded by the sum of allthe operating expenses, including all debt service, operating and maintenance expenses, requireddeposits into the Reserve Fund for Replacements, any fees to the Project Lenders and/or any

applicable mortgage insurance premium payments and all other Partnership obligations orexpenditures, and excluding payments for construction of the Project and fees and other expenses

and obligations of the Partnership to be paid from the Capital Contributions ofthe Limited Partnertothe Partnership pursuant to this Agreement during the same period of time.

"Operating Deficit Loan" shall have the meaning set forth in Section 8.11(b) of thisAgreement.

"Ooerating Reserve" means the reserve referred to in Section 4.02(r).

"Partner" means any General Partner, Limited Partner or Special Limited Partner.

"Fartner Nonrecourse Debt" means any Nonrecourse Debt (or portion thereof) for which aPartner or related Person (within the meaning of Treas. Reg. $1.752-4(b)) bears (or is deemed tobear) the Economic Risk of Loss.

"Partner Nonrecourse Ded ' has the meaning set forth in Treas. Reg. $1 .704-2(i)(2),and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a

fiscal year shall be determined in accordance with the rules of Treas. Reg. $1.704-2(i)(2).

"Paftnership" means this Colonial Heights Apartments 2006, L.P., a Virginia limitedpartnership.

"Payment Date" means the date which is ninety (90) days after the end of the Partnership's

fiscal year with respect to the preceding fiscal year.

"Percentage Interest" means the percentage Interest of each Partner as set forth in Sections

5.01(a) and (c).

"Penlanent Loan" means the permanent loans described in Exhibit F.

"Person" means any individual, partnership, corporation, trust, limited liability company orother entity

"Plans and Specifications" means the plans and specifications for the Project stamped withthe seal of an architect and/or engineer, which are subject to the approval ofthe Limited Partner, and

any changes thereto made in accordance with the terms of this Agreement.

t4

"Post Closinq Obligations" means those conditions to the Limited Partner's obligation to fundall or any portion of its Capital Contribution as more fully described on the Post Closing Letterattached hereto as Exhibit K.

"Prime Rate" means the interest rate announced from time to time by The Wall Street Joumalas the prime lending rate expressed as a percent per annum. The "Prime Rate" shall be adjustedsemi-annually on January 1 and July 1 of each year.

"Profits" and "I",osses" mean, for each fiscal year of the Partnership, an amount equal to thePartnership's taxable income or loss for such period from all sources, determined in accordance with$703(a) of the Code, adjusted in the following manner: (a) the income of the Partnership that is exemptfrom federal income tax shall be added to such taxable income or loss; (b) any expenditures of thePartnership which are not deductible in computing its taxable income and not properly chargeable tocapital account under either $705(a)(2)(B) ofthe Code or the regulations promulgated under $70a(b) ofthe Code shall be subtracted from such taxable income or loss; (c) in the event any Partnership asset isrevalued in accordance with Treas. Reg. $ I .704-lþ)(2)(iv)(f), then the amount of any adjustrnent to thevalue of such Parhrership asset shall be taken into account as gain or loss from the disposition of suchPartnership asset for purposes of computing Profits or Losses; (d) gain or loss resulting from anydisposition of Partnership asset which has been revalued pursuant to Treas. Reg. $ 1 .704- I (bX2XivXÐand with respect to which gain or loss is recognized for Federal income tax pulposes shall be computedby reference to the adjusted value of such Partnership asset, notwithstanding that the adjusted tax basisof such Partnership asset differs from the adjusted value; (e) any depreciation, amortization or othercost recovery deductions taken into account in computing such taxable income or loss shall berecomputed based upon the adjusted value of any Partnership asset which has been revalued inaccordance with Treas. Reg. $ I .704-1(b)(2)(iv)(f); and (f) any items ofincome, gain, loss, deduction orcredit which are specially allocated pursuant to Sections I 1.07(b) through (m) shall not be taken intoaccount in computing Profits or Losses.

rPrqjgl" means the land currently owned (or to be purchased) by the Partnership located inFredericksburg, Virginia and the improvements to be constructed and rehabilitated, owned andoperated thereon by the Partnership, and to be known as Colonial Heights Apartments.

"Proiect Documents" means and includes the Construction Contract, the Mortgage(s),Note(s), Loan Agreement(s), Regulatory Agreement, Extended Use Agreement, ManagementAgreement and all instruments delivered to (or required by) the Project Lenders or the Agency to theextent not otherwise listed in this definition.

"Pro.iect Lender" means any lender in its capacity as a lender of one of the Project Loans, orits successors and assigns in such capacity, acting through any authorized representative.

"Project Loans" means those loans set forth and described on Exhibit F hereto.

"Proiected LIHTC" has the meaning set forth in Section a.01(p).

l5

"O.ualified Contract" has the meaning set forth in Section 4z(bXhXF) of the Code.

''@''shallmeanoccupancyofaLIHTCunitbyaQualifìedTenant.

".QualifiedTs@" shall mean tenants under executed leases of at least six (6) months who

at the time of their initial occupancy of the Project satisfy the (i) rent restriction and (ii) minimum

set-aside test selected by the Partnership pursuant to Section 42(g) of the Code with respect to the

percentage of units in the Project to be occupied by tenants with incomes equal to no more than a

certain percentage of area median income.

"BsçAptuIg:\mog!" has the meaning set forth in Section 11'02(c)'

"Regulations" or " meanS the Inoome Tax Regulations

issued under the Code.

"Regulatory Aqreement" means, to the extent applicable, and collectively, any regulatory

agreements and/or any declaration of covenants and restrictions to be entered into between the

Pártnership and any Project Lender or any applicable govemment agency at or after the Initial

Closing setting forth certain terms and conditions under which the Project is to be operated.

"Rent Restriction Test" means the test pursuant to Section 42(g) of the Code whereby the

gross rent charged to tenants of the low-income units in the Project cannot exceed thirty percent

(30%) of the imputed income limitation of the applicable units.

"Reserve Fund for Replacements" means the cash funded reserve for replacements required

pursuant to Section a.02 (q).

"special Additional Çapital Contribution" means the Special Additional Capital

Contributions of the Limited Partner under Section 5.01(d)(vi)'

"special Limited Partner" means Virginia Affordable Housing Management Corporation, a

Virginia corporation, or its assignee.

"ËldslDeg¡ggat!.gq" means, with respect to the Project, the allocation by the Agency ofLIHTC, as evidenced by the receipt by the Partnership of either a carryover allocation of LIHTC

meeting the requirements of Section 42(hX 1 XE) of the Code and Treasury Regulations or IRS Form

8609 eiecuted by the Agency as to all building in the Project for which such form is required.

"Substantial Completion" means the date that the Partnership receives all necessary

permanent certificate(s) of occupancy (or certificates of occupancy which contain conditions or

qualifications which are Consented to by the Limited Partner) from the applicable govemmental

¡urisdictions) or authority(ies); provided, however, that Substantial Completion shall not be deemed

16

to have occurred if on such date any liens or other encumbrances as to title to the Land and theProject exist, other than those securing any Project Loan and/or those Consented to by the LimitedPartner.

' "Substitute Limited Partner" means any Person admitted to the Partnership as a LimitedPartner pursuant to Section 9.02.

"EUIplug_Çgsh" means anyNet Cash Flow which, pursuant to the Project Documents orrulesor regulations of any Project Lenders or the Agency, is permitted to be distributed to the Partners.

"Ilþ_Ço¡qpany" means Stewart Title Guaranty Partnership.

"Þæ!d ise" has the meaning set forth in Section 5.01(b).

"Unpaid LIHTC Shortfall" means the outstanding amount of any LIHTC Shortfall for all the

fiscal years of the Partnership, reduced by any amounts of Unpaid LIHTC Shortfall distributed to theLimited Partner pursuant to Article XI of this Agreement. The unpaid LIHTC Shortfall shall bear

interest at the "long-term applicable Federal rate" (as defìned in Section 1274 of the Code)determined as ofthe date ofthe Limited Partner's Third Capital Contribution, compoundedmonthly.

"yEçÇ" means Virginia Housing Capital Corporation, a Virginia corporation and the

managing member of the Limited Partner.

"Withdrawins Limited Partner" means GPLP, LLC.

punpo sB eNn eu $ftILCJåJIIH E pARrxpnsup

3.01 Purpose of the Partnership. The Partnership has been organized exclusively toacquire the Land and to develop, finance, construct, own, maintain, lease, operate and sell orotherwise dispose of the Project, in order to obtain long-term appreciation, cash income, LIHTC and

tax losses. The Partnership will operate the Project in a manner that furthers the charitable purpose ofCentral Virginia Housing Coalition, lnc. byproviding decent, safe, sanitary and affordablehousingfor low income persons and families. In the event of the conflict between the operation of theProject in a manner consistent with such charitable purpose and any duty of the General Partner to

operate the Project in order to maximize profits for the Limited Partners, such charitable purposeshall prevail; provided, however, that in operating the Project no decision shall bemade inconsistentwith the requirements of any Regulatory Agreement.

3.02 Authoritv of the Partnership. In order to carry out its purpose, the Partnership is

empowered and authorized to do any and all acts and things necessary, appropriate, proper,

t7

advisable, incidental to or convenient for the furtherance and accomplishment of its purpose, and forthe protection and benefit of the Partnership, including but not limited to the following:

(a) acquire the Land on which the Project is to be located and any improvementslocated thereon;

(b) construct, rehabilitate, operate, maintain, improve, buy, own, sell, convey,

assign, mortgage, rent or lease anyreal estate and anypersonal propertynecessaryto the operation ofthe Project;

(c) provide housing, subject to the Minimum Set-Aside Test and the Rent

Restriction Test and consistent with the requirements of the Extended Use Agreement, the

Regulatory Agreement and the Loan Agreements so long as the Extended Use Agteement, the

Regulatory Agreement and the Loan Agreements, as applicable, remain(s) in force;

(d) enter into any kind ofactivity, and perform and carry out contracts ofany kindnecessary to, in connection with, or incidental to, the accomplishment of the purposes of the

Partnership;

(e) borrow money and issue evidences of indebtedness in furtherance of the

Partnership business and secure any such indebtedness by mortgage, pledge, or other lien; provided,however, that unless otherwise specifically allowed under this Agreement or otherwise Consented toby the Limited Partner, any Project Loans, and any evidences of indebtedness thereof and any

documents amending, modiffing or replacing any of such loans shall have the legal effect that at and

after Final Closing the Partnership and the Partners shall have no personal liability for the repayment

of the principal of or payment of interest on any Project Loan, and that the sole recourse of any

Project Lender, with respect to the principal thereof and interest thereon, shall be to the propertysecuring such Project Loan, except for any Carveouts;

(Ð maintain and operate the Project, including hiring the Managernent Agent(which Management Agent may be any of the Partners or an Affiliate thereof) and entering into any

agreement for the management of the Project during its rent-up and after its rent-up period;

(g) subject to the approval ofthe Agency and/or the Project Lenders, ifrequired,and to other limitations expressly set forth elsewhere in this Agreement, negotiate for and conclude

agreements for the sale, exchange, lease or other disposition of all or substantially all ofthepropertyof the Partnership, or for the refinancing of any mortgage loan on the property of the Partnership;

(h) enter into the Loan Agreement, the Regulatory Agreement and the Extended

Use Agreement, providing for regulations with respect to rents, profits, dividends and the dispositionof property;

18

(i) rent dwelling units in the Project from time to time, in accordance with theprovisions of the Code applicable to LIHTC and in accordance with applicable federal, state andlocal regulations, collecting the rents therefrom, payrng the expenses incurred in connection with theProject, and distribi¡ting the net proceeds to the Partners, subject to anyrequirements which may beimposed by the Extended Use Agreement, the Regulatory Agreement and/or the othsr ProjectDocuments; and

(j) do any and all other acts and things necessary or proper in furtherance of thePartnership business.

ARTICLE IVREPRESENTATIONS. WARRANTIES AND COVENANTS I

DUTIES AND OBLIGATIONS

4.01 Reoresentations. Warranties and Covenants Relating to the Pro-iect and thePartnership. As ofthe date hereof the General Partner hereby represents, warrants and covenants tothe Partne¡ship and to the Partne¡s that:

(a) Due Authorizations. Execution and Deliverv. The execution and delivery ofthis Agreement by the General Partner and the performance by the General Partner of thetransactions contemplated hereby have been duly authorized by all requisite corporate, partnership ortrust actions or proceedings. The General Partner is duly organized, validly existing and in goodstanding under the laws of the state of its formation with power to enter into this Agreement and toconsummate the transactions contemplated hereby.

(b) Construction of Project. The construction and development of the Projectshall be undertaken and shall be completed in a timely and workmanlike manner in accordance with(i) all applicable requirements of the Project Loans and the Project Documents, (ii) all applicablerequirements of all appropriate govemmental entities, and (iii) the Plans and Specifications of theProject that have been or shall be hereafter approved by the Limited Partner and, if required, thePrdect Lenders and any applicable governmental entities, as such Plans and Specifications maybechanged from time to time with the approval of the Limited Partner and the Project Lenders, ifrequired, and any applicable governmental entities, if such approval shall be required; it shallpromptly provide copies of all change orders to the Limited Partner.

(c) Zonine and Related Matters. At the date hereof, at the Initial Closing and atthe time of commencement of construction and thereafter continuously, the Land is and will beproperly zoned for the Project, all consents, permissions and licenses required by all applicablegovemmental entities have been obtained, and the Project conforms and will conform to allapplicable federal, state and local land use, zoning, environmental and other governmental laws andregulations.

t9

(d) Plans and Specifications. The General Partner has sent to the Limited Partnerthe Plans and Specifications (including, without limitation, all working drawings) and allconstruction schedules, approved construction draws, certifications conceming occupancy, liennotices, project inspection reports, proposed changes and modifications to the Plans andSpecifications, all documents pertaining to the Project Loan and any other information that isrelevant to the construction and development of the Project.

(e) PublicUtilities. All appropriatepublicutilities, includingsanitaryand stormse\ryers, water, gas and electricity, are currently available and will be operating properly and insufficient capacity for the Project at the time of certificate of occupancy. The General Partner willkeep all such utilities operating in a manner sufficient to service the Project.

(Ð Title Insurance. An owner's title insurance policy of a financiallyresponsibleinstitution acceptable to the Limited Partner, in an amount equal to the principal amount of theProject Loans and the Capital Contributions of the General Partner and the Limited Partner, in favorof the Partnership, will be issued at or prior to the Initial Closing subject only to such easements,covenants, restrictions and such other standard exceptions as are norrnally included in owner's titleinsurance policies and which are Consented to by the Limited Partner and with such endorsements tosuch policy as the Limited Partner may request. Good and marketable fee simple title to the Landwill be held by the Partnership. The General Partner has not made anymisrepresentation or failed tomake any disclosure that will or could result in the Partnership lacking title insurance coverage basedon imputation of knowledge of the General Partner to the Partnership or the General Partner's abilityto perform its obligations hereunder.

(g) Non-Recourse Loans. Except as otherwise provided herein and in Exhibit F,at and after the Final Closing, there shall be no direct or indirect personal liability of the Partnership,any of the Partners, or any Affiliates of the Partnership or Partners for the repayment of the principalofor payment ofinterest on any Project Loan, and the sole recourse ofany Project Lenderunder anyProject Loan with respect to the principal thereof and interest thereon shall be to the propertysecuring the indebtedness, except for any liability of the General Partner with respect to customary"carveouts" that are set forth in loan documents relating to the Project Loans (the "Carveouts") towhich the Limited Partner has Consented. Notwithstanding anything to the contrary the Partnersconsent that the construction Loan shall be recourse to the Partnership.

(h) No Defaults. The General Partner is not aware of any default or anycircumstances which, with the giving of notice or the passage of time, would constitute a default,under any agreement, contract, lease, or other commitment, or of any claim, demand, litigation,proceedings or governmental investigation pending or threatened against the General Partner, theProject or the Partnership, or related to the business or assets of the General Partner, the Project orPartnership, which claim, demand, litigation, proceeding or govefirmental investigation could resultin any judgment, order, decree, or settlement which would materially and adversely affect thebusiness or assets of the General Partner, the Project or Partnership.

20

(Ð No Violation. The execution of this Agreement, the incurrence of the

obligations set forth in this Agreement, and the consummation of the transactions contemplated by

this Agreement do not violate any provision of law, any order, judgment or decree of any court

binding on the Partnership or the General Partner or any Affiliate(s) thereof, any provision of any

indenture, agreement, or other instrument to which the Partnership or the General Partner ís a party

or by which the Partnership, General Partner or the Project is affected, and is not in conflict with, and

will not result in a breach of or constitute a default under any such indenture, agreement, or other

instrument or result in creating or imposing any lien, charge, or encumbrance of any nature

whatsoever upon the Project.

C) Construction Contract. The Construction Contract has been entered into

between the Partnership and the Contractor; no other consideration or fee shall be paid to the

Contractor in its capacity as the Contractor for the Project other than the amounts set forth in the

Construction Contract or as evidenced by change orders approved by the Project Lenders and as

otherwise disclosed in writing to and approved by the Limited Partner; and all change orders to date

have been paid in full. In addition, no consideration or fee shall be paid to the Developer or General

Partner by the Contractor.

(k) Performance Bond: Letter of Credit. Either (i) one hundred percent (100%)

payment and performance bonds issued by a nationally, financially recognized bonding company, in

forms acceptable to the Project Lenders and the Limited Partner, and in amounts satisfactoryto the

Project Lenders and the Limited Partner, or (ii) a letter of credit in an amount and in a form, and

from an issuer satisfactory to the Project Lenders and the Limited Partner, will be obtained by the

Contractor at or before Initial Closing and shall remain in full force and effect under terms and

conditions as shall be acceptable to the Project Lenders and the Limited Partner; in the alternative,

the obligations of the Contractor will be guaranteed by the General Partner and the AffiliateGuarantors and secured by cash, letter of credit or other security acceptable to the Project Lenders

and the Limited Partner.

(l) lnsurance. The General Partner shall cause the Partnership to obtain and

maintain insurance in accordance with the requirements of Exhibit I attached hereto.

(m) No Undisclosed Financial Responsibilities. Neither the Partnership, nor the

General Partner, either individually or on behalf of the Partnership, has incurred any financial

responsibility with respect to the Project prior to the date of execution of this Agteernent, other than

(Ð that disclosed to the Limited Partner, or (ii) obligations which will be fully satisfied at orpriortothe Initial Closing. As of the date hereof and hereafter continuously, unless the Limited Partner

otherwise Consents or unless otherwise specifically provided for herein, the only indebtedness of the

Partnership with respect to the Project are the Project Loans, if any, described on Exhibit F.

Without limiting the generalify of the foregoing, neither the General Partner, any ofits Affiliates nor

the Partnership, has entered, or shall enter, into any agreement or contfact for any loans (other than

the Project Loan) or for the payment of any Project Loan discounts, additional interest, yield

2t

maintenance or other interest charges or financing fees or any agreement providing for the guarantee

of payment of any such interest charges or financing fees relating to any Project Loan.

(n) Valid Partnershipl Power ofAuthoritv. The Partnership is and will continue

to be a valid limited partnership, duly organized under the laws of the Commonwealth of Virginia,

and shall have and shall continue to have full power and authority to acquire the Land and to

develop, construct, operate and maintain the Pmject in accordance with the terms ofthis Agreement,

and shall have taken and shall continue to take all action under the laws of the State of Formation

and any other applicable jurisdiction that is necessary to protect the limited liability of the Limited

Partners and to enable the Partnership to engage in its business.

(o) Restrictions on Sale or Refinancinq. No restrictions on the sale or refinancing

of the Project, other than restrictions that may be set forth in the Project Documents, exist as of the

date hereof, and no such restrictions shall, at any time while the Limited Parlner is a Limited Partneq

be placed upon the sale or refinancing of the Project'

(p) Proiected LIHTC. The Projected LIHTC applicable to the Project is $75,000

for 2009, $180,000 for each year 2070 through 2018, and $105,000 lor 2019 which equals the

amount of the LIHTC which the General Partner has projected will be available to the Partnership.

(q) Compliance with Apreements. To the best ofits knowledge after due inquiry,

the General Partner, either individually or on behalf of the Partnership, has fully complied with all

applicable provisions and requirements of any and all contracts, options and other agreements with

råspect to ihe purchase of the Land and the development, financing and operation of the Project; itshál| take, and/or cause the Partnership to take, all actions as shall be necessary to achieve and

maintain continued compliance with the provisions, and fulfill all applicable requirements, of such

agreements.

(r) State Desigration. The Partnership received a valid State Designation with

respect to the Project in the amount of not less than $1,800,000 for the Project's ten-year Credit

Period on December 14,2407.

(s) Applicable Income and Rent Restrictions. The Project is being developed in

a manner which satisfies, and shall continue to satisfy, all restrictions, including tenant income and

rent restrictions, applicable to projects generating LIHTC under Section 42 of the Code. The

Partnership will complywith the so-called "40-60 Set-Aside Test" of Code Section a2(gxlXB), as

restricted by Code Section 42(1)(2\(E)(i) so that at least 40o/o of the units in the Project will be

occupied by individuals with incomes of 60% or less of area median income, as adjusted for family

size; the Project is not subject to any other rental restrictions under the Project Documents except to

the extent that more tha¡- \o/oof the residential units in the Project will be rent and income restricted

in order to generate the full amount of the Projected Credits.

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(t) Term of Extended Use Agreement. The term ofthe Extended Use Agreement

will not exceed 40 years and neither the Extended Use Agreement nor any other document,

instrument or agreement to which the Partnership is a party shall restrict, limit or waive the right ofthe Partnership to cause a termination of the Extended Use Agreement prior to the end of such 40-

year term in accordance with Code Section a2ftX6XEXiXII).

(u) Ownership of General Partner. Central Virginia Housing Coalition, Inc., Inc.

owns and shall continue to own at all times during the term of the Partnership one hundred percent

(100%) of all classes of interests of the General Partner'

(v) Title to Proiect: Taxes and Assessments. The Partnership has and shall have

at all times good and marketable title to the Project, subject only to permitted exceptions thereto to

which the Limited Partnerhas given its Consent. All real estate taxes, assessments, waterand sewer

charges and other municipal charges, to the extent due and owing, have been paid in full on the

Project.

(w) Taxpayer Certifications. On behalf of the Partnership, the General Partner

will cause to be filed any and all certifications and other documents on a timely basis with the IRS,

the Agency and atl other Authorities, as have been and may be required to support the full amount ofProjected Credits.

(x) Taxation and Limited Liability. No event has occurred that has caused, and

the General Partner will not act in any manner that will cause (i) the Partnership to be treated forfederal income tax purposes as an "association" taxable as a corporation, rather than as a partnership;

or (ii) the Limited Partner or the Special Limited Partner to be liable for the Partnership's obligations

in excess of its Capital Contributions.

(V) No Tax-Exempt Use Propertv. No portion of the Project is or will be treated

as "tax exempt use property" as defined in Section 168(h) of the Code. ln the event the General

Partner or any member or shareholder of the General Partner is controlled by a tax-exempt entity,

such entity will make the election permitted under Section 168(hX6XF) of the Code. The General

Partner shall not allow the Partnership to enter into any lease with a tax-exempt entity without the

prior written approval of the Special Limited Partner.

(z) No Abusive Tax Shelter. The General Partner has not received notice from

the IRS that it has considered the General Partner to be involved in any abusive tax shelter and is not

aware of any facts, which if known to the IRS, would cause such notice to be issued.

(aa) Required Consents; No DefaultsUndsrþanDocuments. ThePartnershiphas

obtained all consents required for the admission ofthe Limited Partner to the Partnership, including

but not limited to, the consent of the holder(s) of the Project Loans, if necessary, and any required

consents of applicable Authorities.

23

(ab) Bankruptcy. No Bankruptcy, including, without limitation, attachments,

execution proceedings, assignments for the benefit of creditors, insolvency, reorganizalionor other

proceedings are pending or threatened against the Partnership or the General Partner. The General

Partner will not permit such a Bankruptcy to occur.

(ac) Governmental Actions. To the best of the General Partner's knowledge, there

is no official action of any Authority, pending or th¡eatened, which in any way would (i) have a

material adverse effect on the Partnership, the Project, the Limited Parhrer or the LIHTC; (ii) involve

any intended public improvements which improvements may result in any charge in excess of$10,000 being levied against the Land; or (iii) any special assessment, being levied against or

assessed upon the Land or the Project. There is no existing, proposed or contemplated, plan to

widen, modifu or realign any street or highway contiguous to the Land. The General Partner willpromptly notifu the Limited Partner of any such official actions or plans, if and as they arise.

(ad) Moratoria: Assipnments: Dedications. There is no reassessment (except forreal estate property taxes), reclassification, rezoning, proceeding, ordinance or regulation (including

amendments and modifications to any of the foregoing) pending orproposed to be imposed, by any

Authority or any public or private utility having jurisdiction over the Land which would have a

material adverse effect upon the use or occupancy of the Project- No special assessments have been

levied against the Project or by an Authority upon the commencement or completion of any

construction, alteration or rehabilitation on or of the Project or any portion thereof. The General

Partner will promptly notifu the Limited Partner of any such actions, if and as they arise. Except as

previously disclosed in writing to and approved by the Limited Partner, the completion of the

improvements, alteration or rehabilitation on or to the Project or any portion thereof will not require

the dedication of any portion of the Project by any Authority.

(ae) No Defeq[g. Compliance. Upon completion of the Project, there will be no

material physical or mechanical defects or deficiencies in the condition of the Project, including but

not limited to, the roofs, exterior walls or structural components of the Project and the heating, air

conditioning, plumbing, ventilating, elevator, utility, sprinkler and othermechanical and electrical

systems, apparatuses and appliances located in, or about, the Land which would materially and

adversely affect the Project or any portion thereof, The Project is free from infestation by termites or

other pests, insects, animals or other vermin and the General Partner will keep it so. The Project

conforms (or will timely conform) to all governmental regulations, including, without limitation, allzoning, building, health, fire and environmental rules, regulations ordinances or requirements orenvironmental laws, regulations or procedures applicable to the Project where the failure to conform

would result in a material adverse effect.

(aÐ No Defective Soils Conditions. To the best ofthe General Partner's knowledge

after due inquiry, there are no defects or conditions of the soil that would have a material adverse

effect upon the use, occupancy and operation ofthe Project. The soil condition ofthe Land is such

that it will support all of the improvements to be located thereon for its foreseeable life, without the

need for unusual or new subsurface excavations, fill, footings, caissons or other installations. The

24

improvements on the Land, as built, will be or are constructed in a manner compatible with the soil

condition at the time of construction and all necessary excavations, fills, footings, caissons and other

installations were then, have since been and will be provided.

(ag) RighLs of First Refusal: Options. Except as contemplated by the Right of First

Refusal Agreement set forth in Exhibit,L attached hereto, neither the General Partner nor the

Partnership has entered into (nor will enter into) any contracts for the sale ofthe Project, the LIHTCwith respect thereto, or any interest in the Project or Partnership other than in contemplation ofthisAgreement, nor do there exist anyrights of frrst ¡efusal or options to purchase the Project, the LIHTCwith respect thereto, or any interest in the Partnership.

(ah) Securities Law Compliance. The General Partner has or will have timelycomplied or cause the timely compliance with all applicable Federal and state securities laws inconnection with the offer and sale of the interest in the Partnership to the Limited Partner.

(ai) Truth and CorBpleteness of Representations and Disclosures. Norepresentation, warranty or statement of the General Partner in this Agreement or in any document,

certificate or schedule fumished or to be furnished to the Limited Partner pursuant hereto contains or

will contain any untrue statement of a material fact or omits or will omit to state a material fact

necessary to make the statements or facts contained therein not misleading. All material informationconcerning the Project known to the General Partner or any of its Affiliates, or which should have

been known to any of them in the exercise of reasonable care, has been disclosed by the General

Partner to the Limited Partner and there are no facts or information known to the General Partner or

any of its Affiliates, or which should have been known to any of them in the exercise of reasonable

care, which would make any of the facts or information submitted by the General Partner to the

Limited Partner with respect to the Project inaccurate, incomplete or misleading in any material

respect.

(aj) Compliance with Fair Housing Act. At all times during the term of this

Agreement, the Partnership shall comply with the provisions of the Fair Housing Act, as amended,

(ak) Lenders to Pro-iect Entities Generallv. Subject to provisions ofthis Agreement

with respect to related party loans, a limited partner or member-including without limitation the

Federal Home Loan Mortgage Corporation (such limited partner ormemberbeing referred to herein

as a 'oMortgagee") in any entity that is a Partner herein at any time may make, guarantee, own,

acquire, or otherwise credit enhance, in whole or in part, a loan secured by a mortgage, deed oftrust,

trust deed, or other security instrument encumbering the Project owned by the Partnership (any such

loan being referred to as a "Mortgage Loan"). Under no circumstances will a Mortgagee be

considered to be acting on behalf or as an agent or the alter ego of such Partner. A Mortgagee may

take any actions that the Mortgagee, in its discretion, determines to be advisable in cormection with a

Mortgage Loan (including in connection with the enforcement of a Mortgage Loan). By acquiring an

interest in the Partnership, each Partner acknowledges that no Mortgagee owes the Partnership or any

Partner any fiduciary duty or other duty or obligation whatsoever by virtue of such Mortgagee being

25

a limited partner or member in a Partner. Neither the Partnership nor any Partner will make any

claim against a Mortgagee, or against the Partner in which the Mortgagee is a partner ormember,

relating to a Mortgage Loan and alleging any breach of any fiduciary duty, duty of care, or other duty

whatsoever to the Partnership or to any Partner based in any way upon the Mortgagee's status as a

limited partner or member of a Partner

(al) Partner Loans. No Partner or any Affiliate of a Parûrer shall make or purchase

a loan to the Partnership unless the Partnership receives an opinion of competent tax counsel to the

effect that such loan will have no adverse tax consequences to any of the Partners.

(am) Fannie Mae Financine. With respect to (i) any debt or bond financing (ii) any

other loan or financial assistance, (iii) any credit support, guarantee or loss sharing arrangement, (iv)

any other credit support or enhancement, or (v) any deed of trust, mortgage, security interest, or other

collateral lien directly or indirectly related to or for the benefit of the Partnership or any Project

(collectively the "Financing"), the General Partner covenants and agrees that it shall obtain the prior

written consent of the Limited Partner prior to (1) obtaining any Financing directly or indirectlyprovided by or in any way related to or involving Fannie Mae ("Fannie Mae Finàncing") and (2)

providing any consent to the sale, assignment, transfer or conveyance of any Financing (or any

interest therein) by the lender to Fannie Mae, or inclusion of such Financing (or any interest therein)

by such lender in a pool of loans to be sold, assigned, transferred or conveyed to Fannie Mae

(collectively, "Fannie Mae Refinancing"). In connection with its request for the Limited Partner's

consent, the General Partner shall provide a written opinion of tax counsel concluding that such

Fannie Mae Financing or Fannie Mae Refinancing, as applicable, will not result in any reallocation

of LIHTC, Losses or other tax benefits among the Partners ofthe Partnership orthe members of the

Limited Partner. Further, the General Partner covenants and agrees that all documents for any

Financing must require the prior written consent of the General Partner to any Fannie Mae

Refinancing.

(an) Development Budeel. The Development Budget attached hereto as Exhibit His accurate and complete. The assumptions underlying the calculations therein are reasonable and

based upon the General Partner's knowledge and experience.

(ao) Reportable Transactions. The Partnership and its Partners shall be permitted

to disclose to any and all Persons, without limitation of any kind, the "tax treatment and tax

structure" (as defined in Treasury Regulation Section 1.601 1-a(c)) of the transaction contemplated

by this Agreement and all materials of any kind (including opiníons or other tax analyses) relating to

such tax treatment and tax structme. The General Partner shall promptly notiff the Limited Partner

of any'oreportable transaction" under TreasuryRegulation Section 1.6011-4 in which the Partnership

shall engage or which it reports under Code Section ó I 1 1 . The General Partner shall be responsible

for its expenses or penalties attributable to its failure to report a reportable transaction or maintain

lists (in accordance with Code Section 6112) as required by the General Partner or the Partnership

under the Code and applicable Treasury Regulations. Material advisors are required to supplement

information disclosed to the IRS if the information provided in a filed disclosure is not longer

26

accurate, in such instances, the General Partner agrees to provide timely supplemental informationabout the Project to the IRS and the lnvestor.

(ap) Reasonable¡ess of Fees. All fees to be paid to the General Partner or any

Affiliate of the General Partner hereunder or otherwise in connection with the development of the

Project are reasonable in amount and consistent with standard practice in the industry.

(aq) REAC and HUD Reports. The General Partner shall advise the LimitedPartner of any REAC (Real Estate Assessment Center) inspection reports it receives with respect to

the Project as well as any notices from HUD indicating any adverse findings with respect to the

Project, including, but not limited to, the following:

(Ð management review findings;

(iÐ Section I HAP contract violations; and

(iiÐ HUD Regulatory Agreement violations.

(aÐ Governmental Review and Approvals/[IUD 2530 Lêfrguage. The Partnership

shall not acquire or proceed with the development of the Project unless approval is obtained fromHUD if such approval is required in connection with such development or acquisition. If the

acquisition or development of the Project necessitates the filing of a Form 2530 Previous

Participation Certificate with HUD (a "Previous Participation Certification"), the General Partner

shall so notifo the Limited Partner and such acquisition or development shall not proceed without the

required Form 2530 filing. The General Partner shall also provide adequate information to the

Limited Partner to enable any of its members to file any additional documents that maybe required

by HUD. Such information shall include but not be limited to the following:

(i) type of financing and govemmental agencyproviding such assistance, FHAproject number, Section 8 contract number or other agency identification number (ifany);

(iÐ closingdate/dateofreceiptofassistance;

(iiù date that the Project is intended to be acquired and/or the development is to be

financed by the Partnership;

(iv) property address and last inspection date/rating;

(v) status ofany pre-existing loan on the project (cunent, defaulted, assigned or

foreclosed) and ifever defaulted, an explanation as to the causes ofsuch default/foreclosure.

(as) Intentionallv Deleted.

27

(aÐ Survival of Representations and Warranties. All of the representations,

warranties and covenants contained herein shall be deemed to be re-made as of the date of each

Capital Contribution made by the Limited Partner and shall survive the date ofFinal Closing and the

funding date of each such Capital Contribution. The General Partner shall indemnify and holdharmless the Limited Partner against a breach of any of the foregoing re,presentations, warranties and

covenants and any damage, loss or claim caused thEreby, including reasonable attomeys' fees and

costs and expenses of litigation and collection.

4.02 Duties and Oblisations Relatine to the Project and the Partnership. The General

Partner shall have the following duties and obligations with respect to the Project and the

Partnership:

(a) Qualifuingfor LIHTC. It shall ensure that all requirements shall be met whichare necessary to obtain or achieve (i) compliance with the Minimum Set-Aside Test, the Rent

Restriction Test, and any other requirements necessary for the Project to initially qualify, and to

continue to qualifu, for LIHTC, including all applicable requirements set forth in the Regulatory

Agreement and the Extended Use Agreement, (ii) issuance of IRS Form(s) 8609 with respect to the

LIHTC, (iii) issuance of all necessary permanent, unconditional certificates of occupancy, includingall governmental approvals required to permit occupancyofthe Project, and (iv) Initial Closing and

Final Closing.

(b) Tax Treatment of Partnership. While conducting the business of the

Partnership, the General Partner shall not act in anymannerwhich it knows or should have knownafter due inquiry will (i) cause the termination of the Partnership for federal income tax purposes

without the Consent of the Limited Partner or (ii) cause the Partnership to be treated for federal

income tax purposes as an association taxable as a corporation.

G) Securíties Law Matters. The General Partner shall prepare and timely file allappropriate reports for the Partnership with the Securities and Exchange Commission and state

securities administrators.

(d) Limited Partnership Stafus. The General Partner shall (i) file such certificates

and do such other acts as may be required to qualify and maintain the Partnership as a limitedpartnership under the Act and to qualify the Partnership to transact business in all such otherjurisdictions as may be required under the applicable provisions of law, and (ii) take or cause the

Partnership to take all reasonable steps deemed necessary by counsel to the Partnership to assure that

the Partnership is at all times classified as a partnership for federal income tax purposes.

(e) Good Faith of General Partner. It shall exercise good faith in all activitiesrelating to the conduct of the business of the Partnership, including the development, operation and

maintenance of the Project, and the General Partner shall take no action with respect to the business

28

and property of the Partnership which is not reasonably related to the achievement of the purpose ofthe Partnership.

(Ð No Securitv Interests or Engumbrances. The General Partner shall ensure that

all of (i) the fixtures, maintenance supplies, tools, equipment and the like now and to be owned by

the Partnership or to be appurtenant to, or to be used in the operation ofthe Project, as well as (ii) the

rents, revenues and profits eamed from the operation of the Project, will be free and clear of all

security interests and encumbrances except for the Project Loans, the Mortgages, and any additional

security agreements executed in connection therewith.

(g) Basis Adjustments. It will execute onbehalfofthePartnership all documents

necessary pursuant to Sections 732, 743 and 754 of the Code to elect to adjust the basis of the

Partnership's property upon the request of the Limited Partner, if, in the sole opinion of the LimitedPartner, such election would be advantageous to the Limited Partner.

(h) Pay.ment ofDevelopment Fee. It guarantees paymentbythe Partnership oftheDevelopment Fee as provided in Section 5.01(b).

(i) Tax Returns and Financial $tatements. It shall, during and after the period in

which it is a Partner, provide the Partnership with such information and sign such documents as are

necessary for the Partnership to make timely, accurate and complete submissions offederal and state

income tax retums and shall provide the Limited Partner with the opportunityto review and Consent

to drafts of all such retums at least twenty (20) days prior to their filing date, and will incorporate the

changes of the Limited Partner. In addition, the General Partner shall provide the Limited Partner

with the opportunity to have not less than twenty (20) days to review drafts of audited financial

statements prior to their finalization and will incorporate the changes of the Limited Partner.

1j¡ Compliance with Govemmental and Contractor Obligations. It shall comply

and cause the Partnership to comply with the provisions of all applicable governmental and

contractual obli gations.

(k) Tax Elections. It has made (if applicable) and shall make such elections, or

refrain from making such elections, with respect to the LIHTC, as are necessary to achieve and

maintain the maximum allowable LIHTC to the Limited Partner, unless otherwise directed in writing

by the Limited Partner.

0) Fines and Penalties. It shall be responsible for the payment of any fines or

penalties imposed by any applicable goverrìmental authority or any Project Lender pursuant to the

Project Documents and any documents executed in connection with obtaining the LIHTC (other than

with respect to payments ofprincipal or interest under any Project Loan) attributable to any action or

inaction of it or its Affiliates.

29

(m) Notificatiorlof Defauit or IRS Proceedines. It shall immediately notify the

Limited Partner of any written or oral notice of (i) any default or failure of compliance with respect

to any of the Project Loans or any other financial, contractual or governmental obligation of the

Partnership or the General Partne¡ or (ii) any IRS proceeding regarding the Project or the

Partnership.

(n) Notification of Construction Delays. If at any time during the construction orrehabilitation ofthe Project, (i) construction or rehabilitation stops or is suspended for aperiod often( I 0) consecutive days, or (ii) construction or ¡ehabilitation has been delayed so that in the reasonable

determination of the General Partner (A) Substantial Completion may not be achieved by the date set

forth in the Construction Contract, or (B) the Projected Credits for any year during the Credit Period

may not be achieved, the General Partner shall immediately send Notice of such occutrence, together

with an explanation of the circumstances surrounding such occurrence, to the Limited Partner.

(o) Bank Accounts. The General Partner shall establish in the name and on behalf

of the Partnership such bank accounts as shall be required to facilitate the operation of the

Partnership's business. The Partnership's funds shall not be commingled with any other funds oftheGeneral Partner or any of its Affiliates, including, without limitation, any other limited partnership inwhich the General Partner is a general partner. Promptly upon the request ofthe Limited Partner, the

General Partner shall obtain and deliver to the Limited Partner full, complete and accurate statements

of the amount and status of all Partnership bank accounts and all withdrawals therefrom and deposits

thereto.

(p) .$-ales Notice to Stalg_Agency. If necessary to obtain, maintain or avoid

recapture of any LIHTC for the Partnership, upon written request of a Limited Partner, the General

Partner shall, pursuant to Section a2$)(6) of the Code, submit on behalf of the Partnership and itsPartners a written request to the Agency (or other applicable housing credit agency) to find a Person

to acquire the Project pursuant to a Qualified Contract.

(q) Reserve Fund for RepJacements. It shall establish and maintain a segregated

replacement reserve, in a lending institution acceptable to the Special Member, to provide forworking capital needs, improvements, replacements and any other contingencies of the Partnership.

At a minimum, the General Partner shall cause the Partnership to annually deposit into a segregated

reserve account, commencing upon Final Closing, $300 per month from the Partnership's gross

operating revenues into the Reserve Fund for Replacements ("lnitial Amount"). Thereafter, the

General Partner shall, each year, further fi¡nd the Reserve Fund forReplacement with an additionalamount equal to the Initial Amount increased at a compounded rate of 3olo per annum. Withdrawalsfrom the Reserve Fund for Replacernents shall require the consent and signature of the LimitedPartner. The General Partner shall not increase the amount in the Reserve Fund for Replacements

materially above the amount required to be maintained by this Section 4.02(q) without the consent ofthe Limited Partner or the Special Limited Partner, which consent shall not be unreasonably

withheld. Notwithstanding anything to the contrary in this Section 4.02(q),however, the amount ofthe Reserve Fund for Replacements shall be increased if necessary to satisfy the requirements of any

30

üeditor of the Partnership or any federal, state or local governmental agency or similar authority

having jurisdiction over the Project.

(r) Operating Reserves. In addition to the requirements of Section 4.02 (q), inorder to meet operating expenses of the Partnership which exceed operating income available for the

payment thereof, the General Partner shall cause the Partnership to deposit an initial amount of$50,000 (or such greater amount as maybe required by the Project Lenders) into a segregated reserve

account in a lending institution acceptable to the Special Limited Partner (the "Operating Reserve")

to fund operating expenses and debt service in excess of operating revenues and to pay any UnpaidFee, as that term is defined in Paragraph 5.01(b) hereof. The initial $20,000 of the Operating

Reserve shall be funded on or before the Final Closing from the Fourth Capital Contribution and/or

the proceeds of the Project Loan; provided, however, that if there are insufficient funds from the

aforementioned sources upon Final Closing. The remaining deposit into the Operating Reserve shall

be in the amount of $30,000 and shall be funded form the Fifth Capital Contribution and/or the

proceeds of the Project Loans. If there are insufficient funds to make any of these deposits, the

General Partner shall be required to fund the Operating Reserve from its own funds. Disbursements

from the Operating Reserve for the aforementioned purposes shall constitute GP Loans by the

General Partner only to the extent of amounts funded by it into the Operating Reserve pursuant to the

previous sentence. Additionall¡ the General Partner shall cause the Partnership to deposit into the

Operating Reserve amounts sufficient to maintain a balance of $50,000. Withdrawals from the

Operating Reserve shall require the prior approval of the Special Limited Partner.

(s) Lease-Up Reserve. By the time of certificate of occupancy, but no later than

the Third Installment of Capital Contribution, the General Partner shall establish and cause the

Partnership to fund and maintain a lease-up reserve (the "Lease-Up Reserve") in the name of the

Partnership and maintained in a segregated Partnership account established for this purpose. The

amount of the Lease-Up Reserve shall be $ 15,000. Withdrawals from the Lease-up Reserve account

shall require the consent and signature of the Limited Partner. At such time as the Project Property

shall have achieved and maintained for a period of at least three months at least 95olo occupancy(measured by both physical occupancy and "paid" occupancy based upon the then current rents forapartment units), any unused portion ofthe Lease-up Reserve will be paid to the General Partner (or

the nominee if so directed by the General Partner) as a construction period management incentive fee

("Construction Period Management Incentive Fee").

(t) Pre-Development Activities. The General Partner shall be specifically and

solely responsible for the following duties:

(1) Analyzing the Qualified Allocation Plan ("QAP") for targeted areas

within a state.

Identiffing potential land sites.

Analyzing the demographics of potential sites.

(2)

(3)

31

(4) Analyzing a site's economy and forecast future growth potential.

(5) Determining the site's zoningstatus and possible rezoning actions.

(6) Contacting local govemment officials conceming access to utilities,public transportation, impact fees and local ordinances.

(7) Performing environmental tests on selected sites.

(S) Negotiating the purchase of the land upon which the Project is located

and its related financing.

(9) Performing any other duties or activities relating to the acquisition ofthe land upon which the Project is located.

4.03 Single Purpose Entity. The General Partner shall engage in no other business oractivity other than that of being the General Partner of the Partnership. The General Partner was

formed exclusively for the purpose of acting as the General Partner ofthe Partnership and has never

engaged in any other activit¡ business or endeavor. As of the date of this Agreement, the General

Partner has no liabilities or indebtedness other than its liability for the debts of the Partnership, and

the General Partner shall not incur any indebtedness other than its liability for the debts of the

Partnership. If the General Partner determines it needs additional funds for any purpose, it shall

obtain such funds solely from capital contributions from its shareholders or members. The General

Partner has observed and shall continue to observe all necessary or appropriate corporate formalities

in the conduct of its business. The General Partner shall keep its books and records separate and

distinct from those of its shareholders, members and affiliates. The General Partner shall clearly

identifu itself as a legal entity separate and distinct from its shareholders, mernbers and its affiliatesin all dealings with other Persons. The General Partner has been adequately capitalized for the

purposes of conducting its business and will not make distributions at a time when it would have

unreasonably small capital for the continued conduct of its business.

p ¿nrx nns. p,ffiftrc# ilp rxren e sr sAND OBLIGATIONS OF THE PARTNERSHIP.

5.01 Partners: Capital Contributions: Partnership Interests.

(a) Initial General Partner Contribution. The General Partner, its principal

address or place of business, its Capital Contribution and its Percentage Interest are as follows:

(i) Name and Address:

32

CVHC Colonial Heights Apartments, Inc.

208 Hudgins Road

Fredericksburg, VA 22408

(ii) Capital Contribution: The General Partner has made a capital contribution ofthe Project land valued at $81,388, plus all of its rights, title and interest in, to and under all

agreements,licenses, approvals, permits, LIHTC applications and allocations and anyothertangible

or intangible personal property which is related to the Project or which is required to permit the

Partnership to pursue its business and carry out its purposes as contemplated in this Partnership

Agreement.

(iiÐ Percentage Interest: 0.009%

(b) General Partner's Special Capital Contribution. In the event that the

Partnership has not paid all or part of the amounts due under the Development Agrcement ("Unpaid

Fee") on or before the earlier of (i) the thirteenth (13th) anniversary of placement in service of the

Project, or (ii) the date required under the Development Agreement, the General Partner shall

contribute to the Partnership an amount equal to any such Unpaid Fee (the "General Partner's Special

Capital Contribution") and the Partnership shall thereupon make a payment in an equal amount to the

Unpaid Fee; provided, however, that prior to the making of the General Partner's Special Capital

Contribution, funds in the Operating Reserve maybe used to paythe Unpaid Fee, subject to approval

by the Limited Partner, and after application of the approved portion of the Operating Reserve, any

remaining Unpaid Fee shall be paid using the General Partner's Special Capital Contribution.

(c) Limited Partners. The Limited Partner and the Special Limited Partner,

respectively, their principal officer and places of business and Percentage Interests are as follows:

(Ð The Limited Partner, its principal office and place of business, and its

Percentage Interest are as follows:

Housing Equity Fund

of Virginia XI, L.L.C.1840 West Broad StreetRichmond, Virginia 23220

Capital Contribution of the Limited Partner 99.99%

is as set forth in subparagraph (d) immediatelybelow,as increased for purposes of the Partnership's books

of account by the amount of the DevelopmentAdvisory Fee and Capitalized Bridge Loan Interest

allocable to the Class A Limited Partner, also as set

forth in subparagraph (d) immediately below

(ii) The Special Limited Partner, its principal office and place of business, its

Percentage Interest and its Capital Contribution are as follows:

$10.00Virginia Affordable Housing .00r%

Management Co¡poration1840 West Broad Street

Richmond, Virginia 23220

(d) Limited Partner Capital Contributiqns. Subject to the provisions of this

Agreement, including, without limitation, the provisions of Sections 5.01(e) and 5.03, the Limited

Partner shall be obligated to make Capital Contributions to the Partnership in the amount of One

Million Six Hundred Twenty Thousand and Noi 1 00 Dollars ($ I ,620,000) payable in installments as

follows. However, in addition to such Contributions, the Capital Contributions of the Limited

Partners shall be deemed to include, and their respective Capital Accounts shall so reflect, each

Limited Partner's allocable share of such Development Advisory Fee plus each Limited Partner's

allocable share of Capitalized Bridge Loan Interest as determined by the Accountants in consultation

with each Limited Partner.

(Ð First Capital Contribution. The amount of the first Capital Contribution shall

be Two Hundred Fifty Thousand and No/l00 Dollars ($250,000). After satisfaction of all of the

conditions set forth below, and review and approval of the items described below, the Limited

Partner shall make the First Capital Contribution. A portion ofthe First Capital Contribution in the

amount of $28,000 shall be used to pay the Limited Partner Due Diligence Costs; the balance of the

First Capital Contribution shall be used to pay for approved costs ofthe development of the Project.

(A) TltJe Policv. The title insurance company shall have issued the Partnership's titlepolicy in an amount equal to the acquisition and development cost of the Project,

showing the Partnership as owner of fee simple title to the Land and subject to onlysuch exceptions as are acceptable to the Limited Partner, and containing fairways,

non-imputation, creditors'rigþts, zoning, survey, access, tax parcel and such other

endorsements as the Limited Partner may require;

(B) Environmental Matters. The Limited Partner shall have received a report satisfactory

to the Limited Partner confirming no material adverse environmental conditions;

(C) Leeal Opinion. The Limited Partner shall have received a legal opinion as set forthin Section 5.04;

(D) Permanent Financinq. The Limited Partner shall have received copies of all

commitment letters or agreements from all of the Partnership's anticipated financing

sources, in form and substance acceptable to the Limited Partner, necessary to meet

the Partnership's financial needs for the Project;

(E) Survey. The Limited Partner shall have received and approved an ALTA Survey,

dated no more than ninety (90) days prior to the date of funding;

34

Plans and Specifrcations. The Limited Partner shall have received and approved

Plans and Specifications for the Project;

(G) Pe-rmits. The Limited Partner shall have received a copy of all permits and licenses

required for the construction and rehabilitation of the Project, issued by the

appropriate governmental authorities;

(H) Construction Financine. Evidence that all construction financing proceeds are

available, including copies of all executed construction financing documents;

(Ð Credits. Evidence from the Agency that the project will qualify for annual LIHTC ofat least $180,000;

(J) Construction Contract. The general construction contract, in form and substance

acceptable to the Limited Partner and with a fixed price or maximum upset price

acceptable to the Limited Partner, and with a general contractor reasonably

acceptable to the Limited Partner;

(K) Financials. Current financial statements oftheDeveloper, verification ofbackground

information to be provided to the Limited Partner by the General Partner and there

having been no changes ìn the tax laws or treasury regulations or pronouncements or

interpretations of existing tax issues that would materially and adversely affect the

Limited Partner's investment in the Partnership;

(L) Other Documentation. The Limited Partner shall have received such other

documentation as it may reasonably request to satisff its due diligence requirements

including, without limitation, (i) those documents listed on the Limited Partner's

closing checklist, a copy of which has been previously delivered to the General

Partner; (ii) the Post Closing Obligations, if any, as set forth on sþjs attached

hereto; and (iii) such additional items requested by the Limited Partner to otherwise

verify the accuracy of the representations and warranties and compliance with the

covenants, duties and obligations set forth in-Article [V-

(ii) Secold Çapital Contribution. The amount of the Second Capital Contribution

shall be Three Hundred Fifty Thousand and No/l00 Dollars ($350,000). After satisfaction of all ofthe conditions set forth below, and review and approval bythe Limited Partner ofthe items described

below, the Limited Partner shall make the Second Capital Contribution in the manner set forth

below, to pay down the balance of the Construction Loan and the temainder, if any, to pay for the

costs of construction or rehabilitation of the Project:

(A) First Capital Contribution Paid. The occurrence ofthe Limited Partner's First Capital

Contribution;

(F)

35

(B)

(c)

Swom Statements. The Limited Partner shall have received a written request for an

advance from the General Partner in form satisfactory to the Limited Partner,

accompanied by current owner's and contractor's sworn statements;

General Partner's Certificate. The Limited Partner shall have received a certificate

from the General Partner that the representations, warranties and covenants inSections 4.01 and 4.02 are true and accurate as of the date of the proposed Second

Capital Contribution, that the Partnership has obtained all consents required to admit

the Limited Partner to this Partnership, including but not limited to any required

consents of the Project Lenders and applicable Authorities, and that the General

Partner and the Partnership are not in default of any of their obligations hereunder

and under the Project Documents as of the date of the proposed Second Capital

Contribution;

Phvsical Inspection. A construction consultant selected by the Limited Partner shall

have prepared a physical inspection report and certified that 50Yo ofthe construction

.work has been completed and certified that the amount requested by the General

Partner is in accordance with the labor and materials in place;

Title Policy. The title insurance company shall have issued: (1) a "date down

endorsement to the title policy extending the effective date of the title policy to the

date of funding and showing no exceptions to the title other than the exceptions

reflected on the title policy as of Initial Closing, except as shall be acceptable to the

Limited Partner; (2) anendorsement affording mechanics lien coverage; and (3) such

other endorsements as the Limited Partner may reasonably require;

Environmental Matters. The General PartnershallhaveprovidedtheLimitedPartner(i) evidence that the construction of the Project did not result in the filling ordisturbance of any wetlands and that.any actions recommended to be taken whichwere contained in any environmental assessment reports prepared in conjunction withthe development of the Project have been appropriately completed in a manner that

fully complies with such recommendations and all laws, regulations, ordinances,

orders or decrees pertaining to environmental matters; and (ii) evidence that radon

gas is not present in any of the apartment units at a level above the recommended

permitted safe level as determined by the Environmental Protection Agency ot any

other applicable governmental authority, or if such radon is present, then evidence ofremediation acceptable to Limited Partner (the "Radon Remediation");

Carrvover Cost Certification. Receipt a copy of the cost certification the Company orAffiliate Guarantor delivered to the Virginia Housing Development Authority inconnection with the carryover of LIHTC, with copies of all invoices and backup

information; and

(D)

(E)

(F)

(c)

36

(H) Other Documentation/Flood ]¡surance. The Limited Partner shall have received such

other documentation as it may reasonably request to verify the accuracy of the

representations and warranties and compliance with the covenants, duties and

obligations set forth in Article IV, including without limitation, evidence ofacceptable flood insurance for the Project.

(iii) Third Capital Contributioq. The amount oftheThird Capital Contributionshall be Four Hundred and No/l00 Dollars ($400,000). After satisfaction of all of the conditions set

forth below, and review and approval by the Limited Partner of the items described below, the

Limited Partner shall make the Third Capital Contribution in the manner set forth below, to pay

$15,000 to fund the Lease-up Reserve, then to pay the balance of the Construction Loan and the

remainder if any, to pay for the costs of construction or rehabilitation of the Pmject:

(A) Second Capital Contribution Paid. The occurrence of the Limited Partner's Second

Capital Contribution;

(B) Swom Statements. The Limited Partner shall have received a written request for an

advance from the General Partner in form satisfactory to the Limited Partner,

accompanied by current owner's and contractor's swom statements;

(C) General Partner's Certificate. The Limited Partner shall have received a certificatefrom the General Partner that the representations, waffanties and covenants inSections 4.01 and 4.A2 are true and accurate as of the date of the proposed Second

Capital Contribution, that the Partnership has obtained all consentsrequired to admit

the Limited Partner to this Partnership, including but not limited to any requiredconsents of the Project Lenders and applicable governmental authorities, and that the

General Partner and the Partnership are not in default of any of their obligationshereunder and under the Project Documents as of the date of the proposed Second


(D) Physisal lnspection. A construction consultant selected by the Limited Partner shall

have prepared a physical inspection report and certified that7 5% of the constructionwork has been completed and certifìed that the amount requested by the General

Partner is in accordance with the labor and materials in place;

Title Policy. The title insurance company shall have issued: (1) a "date down"endorsement to the title policy extending the effective date of the title policy to the

date of funding and showing no exceptions to the title other than the exceptions

reflected on the title policy as of Initial Closing, except as shall be acceptable to the

Limited Partner; (2) anendorsement affording mechanics lien coverage; and (3) such

other endorsements as the Limited Partner may reasonably require;

(E)

31

(F) Environmental Matters. The General Partner shall have provided the Limited Partner

evidence that the construction ofthe Project did not result in the filling or disturbance

of any wetlands and that any actions recommended to be taken which were contained

in any environmental assessment reports prepared in conjunction with the

development of the Project have been appropriately completed in a manner that fullycomplies with such recommendations and all laws, regulations, ordinances, orders or

decrees pertaining to environmental matters; and

(G) Other Documentation. The Limited Partner shall have received such other

documentation as it may reasonably request to veriff the accuracy of the


obligations set forth in Article IV.

Amounts disbursed pursuant to Sections 5.01 (dXÐ and (ii), and to the extent necessary to pay for the

costs of construction or rehabilitation, any amount under Section 5.01(dxiii), shall be disbursed

through an escrow agreement in form and substance satisfactory to the Limited Partner' Allinvestment eamings on the Limited Partner's capital Contributions disbursed through an escrow shall

inure to the benefit and belong to the Limited Partner.

(iv) Fourth Capital Contribution. The amount ofthe Fourth Capital Contributíon

shall be Four Hundred Twenty-Five Thousand and Nol100 Dollars ($425,000). After satisfaction ofall of the conditions set forth below, and review and approval by the Limited Partner of the items

described below, the Limited Partner shall make the Fourth Capital Contribution in the manner set

forth below to pay $20,000 to fund the Operating Reserve, then to pay the balance of the

Construction Loan and the remainder if any,to pay for the costs of construction or rehabilitation ofthe Project:

(A) Third Capital Contribution Paid. The occurrence of the Limited Partner's Third


(B) Final Closing. Simultaneously with Final Closing, provided that the Limited Partner

has received fifteen (15) days'prior written notice of the date of Final Closing and

has received copies of any loan documents (including loan riders) executed in

connection with the permanent financing that have not been previously delivered to

the Limited Partner;

(C) Survey. The Limited Partner shall have received and approved an updated and

recertified as-built survey satisfactory to the Limited Partner dated no more than

thirty (30) days prior to the date of funding;

(D) As Built Plans and Specifications. The General Partner shall have submitted to the

Limited Partner a written document executed by the General Partner, the architect

38

and the Contractor certiffingno material change to the "for-construction" Plans and

Specifications previously approved by the Project Lenders and Limited Partner;

(E) Permits. Licenses and Certificates of Occupancy. The Limited Partner shall have

received a copy of any permits and licenses which are required for the operation and

use of the Project and a copy ofthe final and unconditional certificate or certificates

of occupancy, or the equivalent, issued by the appropriate governmental authorities

for the Project in its entirety;

(F) Cost Certification. Receipt of an audited cost certification of Eligible Basis (as

defined in Code Section 42(d)) for the Project prepared by the Accountants;

(G) 8609's. Receipt of the Form(s) 8609 for the entire Project executed by the Agency;

(H) Extended Use Asreement. Receipt by the Limited Partner of a copy of an as-

recorded Extended Use Agreement;

(D General Partner Certificate. Receipt of a certificate from the General Partnerthat (l)the representations, warranties and covenants in Sections 4.01 and 4.02 continue to

be true and accurate through the date of the proposed Third Capital Contribution and

(2) the Partnership and the General Partner are not in default of any of thei¡

. obligations with respect to the Partnership or the Project at such time;

(J) Leeal Opjnion. The Limited Partner shall have received an update of the legal

opinion previously delivered to the Limited Partner in connection with its making the

Initial Capital Contribution;

(K) Evidence of Applicable Fraction. The Limited Partner shall have received

satisfactory evidence that the Applicable Fraction (as defined in Code Section

2(c)( I )(B)) for the Proj ect equals or exceeds forty percent (40%) determined as bfthe date of the proposed Third Capital Contribution;

Architect's Certificate. The General Partner shall have delivered to the Limited

Partner an architect's certificate of substantial completion in the form requested by

the Limited Partner;

Payment of Taxes. The Limited Partner shall have received satisfactory evidence

(whichmaybe included in the titlepolicydescribed insubparagaph(P) immediately

below) that all real property taxes and assessments for the Project due and payable

through the date of funding have been timely and fully paid;

Title Policv. The title insurance company shall have issued a final date down

endorsement to the títle policy extending the date of the title policy through the date

(L)

(M)

(N)

39

of final funding ofthe Project Loans and theThird Capital Conhibution and showing

no exceptions to title other than those exceptions reflected on the title policy as ofInitial Closing and other exceptions as may be acceptable to the Limited Partner;

(O) Other Documentation. The Limited Partner shall have received such other

documentation as it may reasonably request to verifo the accuracy of the


obligations set forth in Article [V;

(P) General Partner Elections. The General Partner will provide evidence that it has

made the election to be taxable under Code Section 168(hX6)(FXiÐ and that such

election was effective prior to placement in service of the Project; and

(a) Environmental Majters. The General Partner shall have provided to the LimitedPartner acceptable evidence that the Radon Remediation has been satisfactorilycompleted.

(v) Fifth Capital Contribution. The amount of the Fifth Capital Contribution shall be

equal to One Hundred Ninety Five Thousand and No/l 00 Dollars (S 195,000). After satisfaction ofall of the conditions set forth below, and review an{ approval by the Limited Partner of the items

described below, the Limited Partner shall make the Fifth Capital Contribution in the manner set

forth below to pay $30,000 to fund the Operating Reserve, then to pay for the costs of construction orrehabilitation of the Project.

(A) Fourth Capital Contribution Paid. The occurrence of the Limited Partner's Fourth


(B) Oualified Occupancy. Achievement of occupancyofninety-{ivepercent (95%) oftheresidential units in the Project by Qualified Tenants, and the General Pafiner, ifrequested by the Limited Partner, shall demonstrate such occupancy by submitting to

the Limited Partner certified rent rolls and tenant qualification forms that confirmthat such tenants qualify under Section 42 of the Code;

(C) Breakeven Operation. The last day of the month following the month in whichBreakeven Operations occurs;

(D) General Partner Certificate. The Limited Partner shall have received a certificate

from the General Partner that (l) the representations, warranties and covenants inSections 4.01 and 4.02 are true and accurate as of the date of the proposed Fourth

Capital Contribution and (2) the Partnership and the General Partner are not indefault of any of their obligations with respect to the Partnership or Project at such

time;

40

(E) Partnership Tax Retum. The Limited Partner shall have received a complete copy ofthe Partnership's 2009 tax return; and

Other Documentation. The Limited Partner shall have received such other

documentation as it may reasonably request to verify the accuracy of the


obligations set forth in Article IV.

(vi) Limited Partner's Spgçial Additional Capital Contributions. It in any fiscal

year of the Partnership, the Limited Partner's Capital Account balance may be reduced to or below

zero, the Limited Partner may, in its sole and absolute discretion, make a Special Additional Capital

Contribution to the Partnership, in an amount reasonably required to avoid the reduction of the

Limited Partner's Capital Account balance to or below zero. If the Limited Partner makes a Special

Additional Capital Contribution to the Partnership pursuant to this paragraph, the Limited Partner

shall receive a guaranteed payment pursuant to Section 5.06 for the use of its Special Additional

Capital Contribution. Whenever the Limited Partner makes a Special Additional Capital

Contribution to the Partnership pursuant to this paragraph, the General Partner shall have the option,

in its sole and absolute discretion, to make Special Additional Capital Contributions to the

Partnership, up to the same amount and on the same terms in the aggregate as the Special Additional

Capital Contribution made by the Limited Partner at that time-

(e) Adjustment to Capital Contribl¡tions of- Limited Partner. Following

determination of Certified Credits, the Accountants shall make a determination as to whether there is

a Downward Capital Adjustment. If events subsequent to such determination result in a decrease in

the Capital Contributions of the Limited Partner due to a Late Delivery Capital Adjustment, then the

Accogntants shall recalculate the Downward Capital Adjustment to take into account such Late

Delivery Capital Adjustment. Following the determination of a Downward Capital Adjustment

and/or aLateDelivery Capital Adjustment, the General Partner or the Partnership, as appropriate,

shall make payments as required under Section 5'01(e)(ii).

(Ð The following definitions shall apply for purposes of determining

adjustments to Capital Contributions:

A. "Certified Credit Capital Adjustment" shall equal theproduct of (A) Certified Credits

for the Credit Period (excluding any LIHTC resulting from an increase in qualified

basis under code section a2(f)(3)), minus $1,800,000, and (B) $0.9000. The

Certified Credit Capital Adjustment may be a positive or negative number

B. "Certified Credit Capital Decrease" means a negative Certified Credit Capital

Adjustment.

C. "Certified Credit Capital Increase" means a positive Certified Credit Capital

Adjustment.

(F)

4t

D. "Downward Capital Adiq.stment" shall mean the following: (A) if either there is a

Certified Credit Capital Decrease or if the Certified Credit Capital Adjustment is

zero, then the Certified Credit Capìtal Decrease plus the Late Delivery Capital

Adjustment; or (B) ifthere is a Certified Credit Capital Increase, thepositive amount,

if any, by which the Late Delivery Capital Adjustment exceeds the Certified Credit

Capital lncrease.

E. "Late Delivery Capital Adjustment" shall mean for calendar year 2009 the amount, ifany, by which 575,000 exceeds Actual Credits for such year multiplied by $0.9000'

(iÐ If there is a Downward Capital Adjustment, then the Capital

Contributions of the Limited Partner shall be immediately reduced by the Downward

Capital Adjustment. The Downward Capital Adjustment shall first reduce the

Second Capital Contribution (if it has not previously been funded), and then to the

extent necessary? the Third Capital Contribution, and then to the extent necessary the

Fourth Capital Contribution and then to the extent necessary, the Fifth Capital

Contribution. If the Downward Capital Adjustment exceeds the total of all unfunded

Capital Contributions (prior to the reduction under this provision), then the General

Partner shall make a payrnent immediately to the Partnership equal to the amount ofsuch excess, and the Partnership shall immediately distribute such amount to the

Limited Partner as a return of its Capital Contributions. Such payment by the

General Partner shall constitute a non-reimbursable funding by it of Excess

Development Costs and shall not give rise to any right as a loan or Capital

Contribution or result in any increase in the Capital Account of the General Partner.

In the event that the General Partner fails to make such payment in full and the

Limited Partner, in its sole discretion, elects not to exercise its remedies under

Sections 5.05 or 6.05, as applicable, any amount not so paid bythe General Partner as

required shall be payable out ofNet Cash Flow and proceeds of Capital Transactions,

as provided under Sections I 1.03 and 1 1.04. Anypayment required to be paid to the

Limited Partner pursuant to the preceding sentence out of Net Cash Flow and the

proceeds of Capital Transactions shall be referred to as a 'LIHTC Reduction

Guaranty Payment".

(Ð Pavment of Limited Partner Due Diligence Costs. The General Partner shall

pay the costs and expenses incurred by the Limited Partner in connection with the due diligence

activities of the Limited Partner and the closing of the transactions described herein , including

Limited Partner's legal fees and expenses, such Limited Partner Due Diligence Costs not to exceed

$28,000.

(g) Additional Limited Partners. Without the Consent of all of the Partners, no

additional Persons may be admitted as additional Limited Partners and Capital Contributions maybe

accepted only as and to the extent expressly provided for in this Article V.

42

(h) Deposit of Capital Contributions. Except as otherwise provided in Section5.01(d) herein, the cash portion of the Capital Contributions of each Partner shall be deposited at the

General Partner's discretion in a checking, savings and/or money market or similar account to be

established and maintained in the name of the Partnership or invested in government securities orcertificates of deposit issued by any bank. Thereafter, such amounts shall be utilized for the conduct

of the Partnership business pursuant to the terms of this Agreement.

(i) No Liabilitv for Limited Partner or_$pecial Limited Partner. Except as may

otherwise be provided under applicable law, no Limited Partner or Special Limited Partner shall be

bound by, or personally liable for, the expenses, liabilities or obligations of the Partnership.

ú) Payment ofEnvironmental Assessment Consultant Fees. The General Partner

acknowledges that, on behalf of the Limited Partner, the Limited Partner or affiliate mayretain an

environmental consultant (the "Environmental Consultant") to review and give recommendations

related to environmental reports that are provided to the Limited Partner by the General Partner

(including, but not limited to, Phase I and Phase II environmental assessments, wetlands reports, lead

and asbestos reports, abatement reports and other environmental reports required by the

Environmental Consultant, to the reasonable satisfaction of the Environmental Consultant) for the

Land, or the construction and rehabilitation of existing buildings, ifthe reports indicate the possible

presence of hazardous materials on or near the Project or if such reports appear incomplete orinadequate for purposes of making such a determination. The Partnership shall be solely responsible

for the payment of the fees of the Environmental Consultant.

5.02 Retum of Capital Contribution. Except as provided in this Agreement, no Partner

shall be entitled to demand or receive the retum of his Capital Contribution.

5.03 Withholdins of Capital Contribution Upon Default.

(a) Conditions Giving Rise to Withholdine. In the event that (a) the General

Partner, or any successor General Partner shall not have substantially complied with any materialprovisions under this Agreement or the limited partnership agreement as to an Afüliated Partnership,

afterNotice from the Limited Partner of such noncompliance and failure to cure such noncompliance

within a period of thirty (30) days from and after the date of such Notice, or (b) any Project Lender

shall have declared the Partnership to be in default under any Project Loan or under any of the

mortgage loans as to an Affiliated Partnership, or (c) foreclosure proceedings shall have been

commenced against the Project or against the Project owned by an Affiliated Partnership, then the

Partnership and the General Partner shall be in default ofthis Agreement, and the Limited Partner, at

its sole election, may cause the withholding of payment of any Capital Contribution otherwisepayable to the Partnership.

(b) Release to Partnership Followine Cure. All amounts so withheld by the

Limited Partner under this Section 5.03 shall be promptly released to the Partnership only after the

43

General Partner or the Partnership have cured the default justifying the withholding, as demonstratedby evidence reasonably acceptable to the Limited Partner.

5.04 Legal Opinions. As a condition precedent to the Limited Partner's obligation to makeits Capital Contributions hereunder, the Limited Partner must receive the opinion of Kanady &Quinn, PC, Counsel forthe Partnership and the General Partner, which opinion shall explicitly statethat Applegate & Thorne-Thomsen, P,C. of Chicago,Illinois, counsel to the Limited Partner, mayexplicitly rely upon it, that:

(a) the Partnership is a duly formed and validly existing limited partnership underthe Act, and the Partnership has full power and authority to own and operate the Project and toconduct its business hereunder; the Partnership is duly qualified to transact its business in theCommonwealth of Virginia; the Limited Partner has been validly admitted as a limited partner of thePartnership entitled to all the benefits of a Limited Partner under this Agreement, and the Interest ofthe Limited Partner in the Partnership is the Interest of a limited partner with no personal liability forthe obligations ofthe Partnership, and the exercise oftherights and remedies ofthe Limited Partnerunder this Partnership Agreement do not constitute participating in the control of the business ofthePartnership;

(b) the General Partner is duly and validly organized and is validly existing ingood standing as a corporation/limited liability company under the laws of the Commonwealth ofVirginia, with full power and authorityto enter into and perform its obligations hereunder and underthe General Partner Pledge; the General Partner is duly qualified to transact its business in theCommonwealth of Virginia;

(c) unless otherwise permitted under this Agreement, there is and shall be nodirect or indirect personal liability of the Partnership or of any of the Partners or their Affiliates forthe repayment of the principal of and payment of interest on any Project Loan, and the sole recourseofthe Project Lender, with respect to the principal thereof and interest thereon, shall be to the assets

of the Partnership securing such indebtedness;

(d) execution of this Agreement and the General Partner Pledge by the GeneralPartner has been duly and validly authorized by or on behalf of such General Partner and, havingbeen executed and delivered in accordance with its terms, this Agreement and the General PartnerPledge constitute the valid and binding agreement ofthe General Partner, enforceable in accordancewith their respective terms, and execution hereof and thereof by the General Partner is not inviolation of any contract, agreement, charter, bylaw, resolution, judgment, orde¡ decree, law orregulation to which the General Partner is bound or as to which it is subject;

(e) the Partnership owns fee simple title to the Project, subject onlyto the ProjectLoans, the Mortgages, and such other liens, charges, easements, restrictions and encumbrances as are

set forth in the title insurance policy issued to the Partnership. Such opinion may be based on a

44

review of the title insuranc€ policy issued in accordance with Section 4.01 herein, provided Counsel

has no actual knowledge to the contrary;

(Ð to the best of its knowledge after due inquiry there are no defaults existing

with respect to any of the Project Documents;

(g) to the best of its knowledge after due inquiry no event of Bankruptcy has

occurred with respect to the Partnership or the General Partner; and

(h) the Affiliate Guaranty has been duly executed by the Affiliate Guarantor and

constitutes the valid and binding obligation of the Affiliate Guarantor, enforceable in accordance

with its terms; and

(i) the Partnership has received a carryover allocation of LIHTC for the Projected

Credits from the Agency, which is the appropriate state of local authority for the jurisdiction inwhich the Project is located.

In addition, the Limited Partner shall have received from counsel to Limited Partner

an overall tax opinion, addressing all material tax issues and indicating that the financial projections

and tax credit calculation contained in the Development Budget appear reasonable and complete.

5.05 Repurchase Oblieation.

(a) Conditions for Repurchase. If (i) Final Closing has not occurred by December

3l , 2O0g (or such later date as may be Consented to by the Limited Partner); (ii) the Partnership has

not received State Designation in 2008 or the IRS Form(s) 8609 are not issued by the Agency by

April 15, 2009, so as to allow the Credit Period to commence as of 2009; (iii) the Partnership fails to

meet the Minimum Set-Aside Test and the Rent Restriction Test by the close of the first year of the

Credit Period or at any time thereafter; (iv) the Partnership's basis in the Project for federal income

tax purposes, as finally determined by the Accountants or pursuant to an audit by the Intemal

Revenue Service, as of June 10, 2008, shall have been less than ten percent (I0%) of the

Partnership's reasonably expected basis in the Project, as required pursuant to Section 42(h)(1XE) ofthe Code; (v) an Extended Use Agreement is not in effect before the end of the first year of the

Credit Period; (vi) the Project has not generated at least 95% of the Projected LIHTC for the year

2009, then the General Partner shall, within fifteen (15) days of the occurrence thereof, send to the

Limited Partner Notice of such event and of its obligation to purchase the Interest of the Limited

Partner hereunder and retum to the Limited Partner its Capital Contributions in the event the Limited

Partner, in its sole discretion, requires in a Notice to the General Partner such purchase of the Interest

of the Limited Partner. Thereafter, the General Partner, within thirty (30) days ofthe mailing date ofNotice by the Limited Partner of such election, shall acquire the entire Interest of the Limited Partner

in the Partnership by making payment to the Limited Partner, in cash, of an amount equal to the sum

of its Capital Contributions, plus interest on such amount at the rate of fourteen percent (14%)per

annum, but in no event higher than the highest rate permitted by applicable law.

45

(b) Upon receipt by the Limited Partner of any such payment of its Capital

Contributions, the lnterest of the Limited Partner and all further obligations of the Limited Partner

hereunder shall terminate, and, to the extent that the Limited Partnerhas acted in accordance with the

terms of this Agreement, the General Partner shall indemnifu and hold harmless the Limited Partner

from any losses, damages, and/or liabilities, to or as a result of claims of Persons other than Partners

or Affiliates thereof, to which the Limited Partner (as a result of its respective participation

hereunder) may be subject.

5.06 Guaranteed Payments. No later than ninety (90) days after the end ofthe Partnership's

fiscal year, any Partner who has made a Special Additional Capital Contribution pursuant to Section

5.01(d)(v) shall receive, as a guaranteed payment for the use of its capital, an amount equal to the

annual interest earned by the Partnership, if any, on such Special Additional Capital Contributions.

The Partnership shall invest any amounts contributed pursuant to Section 5.01(dXvi) as reasonably

directed by the contributing Partner. Any guaranteed payment due to a Partner shall be deemed an

expense of the Partnership for purposes of determining Net Cash Flow. Any guaranteed payment

which is not paid when due shall remain a liability of the Partnership and shall bear interest as set

forth above.

5.07 GP Loans.

(a) GP Loans. The General Partner shall have the right, but not the obligation,

after funding all other obligations under thìs Partnership Agreement, including, without limitation,

its obligation to fi¡nd Excess Development Costs under its Construction Completion Guarantyunder

Section Ll l(a) or Operating Deficit under its Operating Deficit Guaranty under Section 8.11(b)

hereof, to make "GP Loans" pursuant to this Section 5.07(a) to fund Operating Deficits of the

Partnership or to fund other reasonable and necessary obligations of the Partnership, provided,

however, that the General Partner shall not enter into any such GP Loan with the Partnership if such

GP Loan would cause a reallocation of LIHTC or tax benefits among the Partners. GP Loans shall

be on the following terms: (i) interest shall accrue on the GP Loans at an annual interest rate of eight

percent (8%), compounded annually; (ii) GP Loans shall be repayable solely as set forth in Sections

11.03 and 11.04 of this Agreement.

(b) Documentation of GP Loans. At the request of a Partner, which request may

be made quarterly, any GP Loan shall be evidenced by a non-negotiable promissory note or notes

reflecting any such GP Loans made during the preceding calendar quarter. GP Loans shall be

unsecured loans. GP Loans shall not be considered Capital Contributions and shall not increase such

Partner's Capital Account.

(c) Usury Savings Clause. Notwithstanding anything to the contrary herein or in

any note evidencing a GP Loan, in no event shall interest accrue on any GP Loan at arale in excess

of the highest rate permitted by applicable law, and if such designated interest rate should be in

46

excess of such interest rate, the interest rate designated hereunder shall be reduced to the maximum

rate of interest permitted by such law.

ARTICLE VICHANGES IN GENERAL PARTNERS

6.01 Withdrawal of the General Partner.

(a) The General Partner may withdraw from the Partnership or sell, transfer or

assign its Interest as General Partner only with the prior Consent of the Limited Partner, and of the

Agency and the Project Lenders, if required, and only after being given written approval by the

necessary parties as provided in Section 6.02, and by the Agency and the Project Lenders, ifrequired,

of the General Partner(s) to be substituted for it or to receive all or part of its Interest as General

Partner.

(b) In the event that a General Partner withdraws from the Partnership or sells,

transfers or assigns its entire Interest pursuant to Section 6.01(a), it shall be and shall remain liablefor all obligations and liabilities incurred by it as General Partner before such withdrawal, sale,

transfer or assignment shall have become effective, but shall be free of any obligation or liabilityincurred on account of the activities of the Partnership from and after the time such withdrawal, sale,

transfer or assignment shall have become effective.

6.02 Aimission of a Succçss.or or Additional General Partner. A Person shall be admitted

as a General Partner of the Partnership only if the following terms and conditions are satisfied:

(a) the admission of such Person shall have been Consented to by the General

Partner and the Limited Partner, and consented to by the Agency and the Project Lendersn if required;

(b) the successor or additional Person shall have accepted and agreed to bebound

by (i) all the terms and provisions of this Agreement by executing a countelpart thereof, (ii) all the

terms and provisions of the Loan Agreement and the Project Documents by executing counterparts

thereof or an assumption agreement, if requested by the Project Lenders, and (iii) all the terms and

provisions of such other documents or instruments as may be required or appropriate in order to

effect the admission of such Person as a General Partner, and a Certificate of amendment to the

Certificate of limited partnership evidencing the admission of such Pe¡son as a General Partner shall

have been filed, and all other actions required by Section l 07 in connection with such admission

shall have been performed;

(c) if the successor or additional Person is a corporation, it shall haveprovided the

Partnership with evidence satisfactory to counsel for the Partnership of its authority to become a

General Partner, to do business in the Commonwealth of Virginia and to be bound by the terms and

provisions of this Agreement; and

47

(d) Counsel for the Partnership shall have rendered an opinion that the admission

of the successor oï additional Person is in conformitywith the Act and that none ofthe actions taken

in connection with the admission ofthe successor Person will cause the termination or dissolution ofthe Partnership or will cause it to be classified other than as a partnership for federal income tax

purposes.

6-03 Effect of Bankruptcv. Death. Withdrawal. Dissolution or lncompetence of a General

Partner.

(a) In the event oftheBankruptcyofa General Partnerorthewithdrawal, death or

dissolution of a General Partner, or an adjudication that a General Partner is incompetent (which

term shall include, but not be limited to, insanity) thebusiness ofthe Partnership shall be continued

by the other General Partner(s); provided, however, that if the withdrawn, Bankrupt, deceased,

dissolved or incompetent General Partner is then the sole General Partner, or if such General Partner

withdraws from the Partnership in contravention of the.provisions of Section 6.01(a) of this

Agreement, then the Partnership shall be terminated, unless within ninety (90) days afterreceiving

Notice of such Bankruptc5 withdrawal, death, dissolution oradjudication ofincompetence orbreach

of Section 6.01(a), the Limited Partner elects to designate the Special Limited Partner or such other

entity as the Limited Partner may desire as a successor General Partner and continue the Partnership

upon the conversion of such Special Limited Partner to the General Partner of the Partnership.

Consequences of the removal ofthe General Partner shall be determined under Section 6.05 hereof.

(b) Upon the Bankruptcy, death, dissolution or adjudication ofincompetence of a

General Partner or breach of Section 6.01(a), such General Partner shall immediately cease to be a

General Partner and its Interest shall without further action be converted to a Limited Partner

Interest; provided, however, that, if such Bankrupt, dissolved, incompetent, deceased or defaulted

General Partner is the sole remaining General Partner, such General Partner shall cease to be a

General Partner only upon the expiration of ninety (90) days after Notice to the Limited Partner ofthe Bankruptcy, death, dissolution, declaration of incompetence or default of such General Partner;

and provided further that, if such Bankrupt, dissolved, íncompetent, deceased o¡ defaulted General

Partner is the sole remaining General Partner, the converted Partnership Interest of such replaced

General Partner shall be ratably reduced to the extent necessary to insure that the substitute General

Partner(s) holds a .009% Percentage lnterest (as set forth in Section 5.01)'

(c) Except as set forth above, such conversion ofa General Partner Interest to a

Limited Partner Interest shall not affect any rights, obligations or liabilities (including without

limitation, any of the General Partner's obligations under Section 8.11 herein) of the Bankrupt,

deceased, dissolved, removed, incompetent or defaulted General Partner existing prior to the

Bankruptcy, death, dissolution, removal, incompetence or default of such person as a General Partner

(whether or not such rights, obligations or liabilities were known or had matured).

(d) If, at the time ofthe withdrawal, Bankruptcy, death, dissolution, adjudication

of incompetence or default under Section 6.01(a) of a General Partner, the Bankrupt, withdrawn,

48

deceased, dissolved, incompetent or defaulted General Partner was not the sole General Partner ofthe Partnership, the remaining General Partner or General Partners shall immediately (i) give Notice

to the Limited Partners of such Bankruptcy, death, dissolution, adjudication of incompetence or

default, and (ii) make such amendments to this Agreement and execute and file such amendments or

documents or other instruments as are necessary to reflect the conversion of the Interest of the

Bankrupt, deceased, dissolved, incompetent or defaulted General Partner and his having ceased to be

a General Partner. The remaining General Partner or General Partners are hereby granted an

irrevocable power of attomey, coupled with an interest, to execute any or all documents on behalf ofthe Partners and the Partnership and to file such documents as may be required to effectuate the

provisions of this Section 6.03.

6.04 Restrictions on Transfer of General Partner's Interests. This is an agreement under

which applicable law excuses the Limited Partner from accepting performance from (i) any General

Partner which is a debtor in a case under the Bankruptcy Code, I I U.S.C. $ 101 et seq., (ii) a trustee

of any such debtor, (iii) and/or the assignee of any such debtor or trustee. The Limited Partner has

entered into this Agreement with the General Partner in reliance upon the unique knowledge,

experience and expertise of the General Partner, and its off,tcers in the planning and implementation

of the acquisition of the Project and in the area of affordable housing and development in general.

The foregoing restriction on transfer is based in part on the above factors. The General Partner

expressly agrees that the Limited Partner shall not be required to accept performance under this

agreement from anyperson otherthan the General Partner, including, without limitation, anytrustee

of the General Partner appointed under the Bankruptcy Code, 11 U.S.C. $ 101 et geg, and any

assignee of any such trustee.

6.05 Removal of the General Partner.

(a) Conditions for Removal. The Limited Partner shall have the right to remove

the General Partner:

(Ð for any fraud, gross negligence, intentional misconduct or failure toexercise reasonable care with respect to any material matter in the discharge of its duties and

obligations as General Partner (provided that such violation results in, or is likely to result in, amaterial detriment to or an impairment of the Project or assets of the Partnership), or

(ii) upon the occunence of any of the following:

(A) the General Partner or the Partnership shall have violated any

material provisions of the Regulatory Agreement, the Extended Use

Agreement and/o¡ the Loan Agreement, or any material provisions of any

other Project Document or other document required in connection with any

Project Loan or any material provisions of a Project Lender andlor Agency

requirements applicable to the Project, which violation has not been explicitly

49

waived in writing by the applicable Project Lender or the Agency, as

applicable;

(B) the General Partner or the Partnership shall have (i) violated

anymaterial provision ofthis Agreement, including, without limitation, any

of its guarantees or payment obligations under Sections 5.01(e), 5-05 and/or

8.11, (ii) violated any material provision of applicable law, or (iii) the

representation and warranty contained in Section 4.01(u) are and/or becomes

false or inaccurate;

(C) the General Partner or the Partnership shall have caused any

Project Loan to go into default, which default remains uncured after the

expiration of any applicable cure period;

(D) the General Partner shall have conducted its own affairs ortheaffairs of the Partnership in such manner as would:

(l) cause the termination of the Partnership for federal

income tax purposes;

(2) cause the Partnership to be treated for federal income

tax purposes as an association, taxable as a corporation;

(3) in the reasonable opinion ofthe Limited Partner, cause

a recapture or reduction in Certified Credits;

(4) violate any federal or state securities laws;

(5) cause the Limited Partner to be liable for Partnership

.obligations in excess of its Capital Contributions; or

(E) the amount of Actual Credits for any year are, or are projected

by the Accountants to be, less than ninety percent (90%) of the Projected

Credits for that year; or less than ninety percent (90%\ of Certified Credits ifCertified Credits have been determined and adjustments to the capital

contribution of the Limited Partner have been made as maybe required under

Section 5.01(e);

(F) cause for removal as a general partner of an AffiliatedPartnership shall exist pursuant to the limited partnership agreement of an

Affi li ated Partnership;

50

(G) the General Partner fails to timely and promptly discharge the

Management Agent if at any time cause for such removal exists;

(H) Bankruptcy or similar creditor's action is filed by or against the

Partnership, the General Partner or any Affiliate Guarantor; or

(DGuaranty;

any default by the Affiliate Guarantor under the Affiliate

(J) failure of the Affiliate Guarantor to maintain a minimum net

worth of $1,000,000; or

(K) failure of the Partnership to achieve Breakeven Operations

within six months of the Partnership's achievement of 95o/o occupancy.

(b) Procedure for Removal. The Limited Partner shall give Notice to all Partners

and to the Project Lenders of its determination that the General Partner shall be removed. The

General Partner shall have ten (10) days after receipt of such Notice to cure any default or other

reason for such removal, in which event it shall ¡emain as General Partner. If, at the end of ten (10)

days, the General Partner has not cured any default or other reason for such removal, it shall cease to

be General Partner and the powers and authorities confened on it as General Partner under this

Agreement shall cease and the Interests of such General Parûrer shall be transferred to the Special

Limited Partner or its designee which, without further action, shall become the General Partner; in

such event, upon becoming the General Partner, such designee shall be bound by all applicable terms

and conditions of this Agreement and of the Project Documents.

(c) General Partner Obligations and Liability Followin&Bemoval.

(Ð In the event that the General Partner is removed as aforesaid prior to

the Final Closing, it shall be and shall remain liable for all obligations and liabilities incurred by it as

General Partner of the Partnership before such removal shall become effective, including but not

limited to the obligations and liabilities of the General Partner with respect to its obligations set forth

in Section 8.11 of this Agreement; provided however, that if amounts otherwise payable to the

General Partner as fees are applied to meet the obligations of the General Partner as stated in

Sections 5.01, 5.05 and 8.1 1 of this Agreement, such application shall serve to reduce any such

liabilities of the General Partneror any successor, except for any liability incuned as the result of its

negligence, misconduct, fraud or breach of its fiduciary duties as General Partner of the Partnership'

If the General Partner is removed as Partner of the Partnership prior to the Final Closing as aforesaid,

the General Partner shall not be entitled to payment of any further installments of the Incentive

Management Fee, or other fees which otherwise would have besn due and payable under or pursuant

to various Sections of this Article VI or Article VII.

51

(ii) In the event that the General Partner is removed as aforesaid afterthe

Final Closing, it shall be and shall remain liable for all obligations and liabilities incurred by it as

General Partner of the Partnership before such removal shall become effective, including but not

limited to the General Partner's obligations and liabilities under Section 8.11(b) ofthis Agreement;

provided, howeve¡ that if amounts otherwise payable to the General Partner or Affrliates thereof as

fees are applied by the Partnership to pay Operating Deficits, such application shall serve to reduce

any such liabilities after the Final Closing, except for any liability incurred as the result of its

negligence, misconduct, fraud or breach of its fiduciary duty as General Partner of the Partnership. Ifthe General Partner is removed as Partner of the Partnership at any time after the Final Closing, the

Developer or its successor(s) shall continue to be paid subsequent to such removal, in accordance

with the terms and conditions of this Agreement, any installments of the Development Fee which

would have otherwise been due and payable to it pursuant to Section 8.12 and which are not

otherwise being withheld; provided, however, upon any such removal of the General Partner after the

Final Closing, no further installments of the Incentive Management Fee shall be paid which are

attributable to any period after such removal.

(d) Power of Attomey. The Limited Partner hereby is granted an irrevocable

po\ryer of attorney, coupled with an interest, to execute any and all documents on behalf of the

Partners and the Partnership as shall be legally necessary and sufficient to effect all of the foregoing

provisions of this Section 6.05. The election by the Limited Partner to remove the General Partner

under this Section shall not limit or restrict the availability and use of any other remedy which the

Limited Partner or any other Partner might have with respect to the General Partner in connection

with its undertakings and responsibilities under this Agreement.

essrcNl'rENâHTn'evpînï.rBnsHrp

The General Parhrer hereby transfers and assigns to the Partnership all of its right, title and

interest in and to the Project, including the following:

(a) all contracts with architects, contractors and supervising architects with

respect to the development of the Project;

(b) all plans, specifications and working drawings, heretofore prepared or

obtained in connection with the Project and all govemmental approvals obtained, includingplanning,

zoning and building permits;

(c) any and all commitments with respect to the Project Loans and the LIHTC;

(d) any and all rights under and pursuant to the Project Documents; and

(c) any other work product related to the Project-

52

ARTICLE VIIIRIGHTS. OBLIGATIONS AND POWERS

OF THE GENERAL PARTNER

8.01 Manaeement of the Partnership.

(a) Except as otherwise set forth in this Agreement, the General Partner, withinthe authority granted to it under this Agreement, shall have full, complete and exclusive discretion to

manage and control the business of the Partnership for the purposes stated in Article III, shall make

all decisions affecting the business ofthe Partnership and shall manage and control the affairs ofthePartnership to the best of its ability and use its best efforts to carry out the purpose ofthe Partnership.

ln so doing, the General Partner shall take all actions necessary or appropriate to protect the interests

of the Limited Partner, Special Limited Partner and of the Partnership. The General Partner shall

devote such time as is necessary to the affairs of the Partnership.

(b) Except as otherwise set forth in this Agreement and subject to the applicable

Project Lender and/or Agency rules and regulations and the provisions of the Loan Agreement, the

General Partner (acting for and on behalf of the Partnership), in extension and not in limitation oftherights and powers given by law or by the other provisions of this Agreement, shall, in its sole

discretion, have the full and entire right, power and authority in the management of the Partnership

business to do any and all acts and things necessary, proper, convenient or advisable to effectuate the

purpose of the Partnership. In furtherance and not in limitation of the foregoing provisions, the

General Partner is specifically authorized and empowered to execute and deliver, on behalf of the

Partnership, the Loan Agreements, the Regulatory Agreement, the Extended Use Agreement, the

Notes, the Mortgages, and the other Project Documents, and to execute any and all other instruments

and documents, and amendments thereto provided the Limited Partner shall be provided with the

opporfunity to review and Consent to any such documents prior to their execution by the General

Partner, as shall be required in connection with the Project Loans, including, but not limited to,

executing anymortgage, note, contract, building loan agreement, bankresolution and signature card,

release, discharge, or any other document or instrument in any way related thereto or necessary or

appropriate in connection therewith; provided, however, that copies ofall applications for advances

ofproceeds of the Project Loans shall be provided to the Limited Partnerprior to the disbursement ofany funds pursuant thereto and shall be subject to the Consent of the Limited Partner; and provided

further that any such applications which provide for the disbursement of funds of the Partnership in

lieu of or in addition to the proceeds of the Project Loans shall be subject to the Consent of the

Limited Partner. All decisions made for and on behalf of the Partnership by the General Partner shall

be binding upon the Partnership. No person dealing with the General Partner shall be required to

determine its authority to make any undertaking on behalf of the Partnership, nor to determine any

facts or circumstances bearing upon the existence of such authority.

8.02 Limitations Upon the Authoritl¡ of the General Partner.

53

(a) The General Partner shall not have any authority to:

(i) perform any act in violation of any applicable law or regulationthereunder;

(iÐ perform any act in violation of the provisions of the RegulatoryAgreement, the Extended Use Agreement, the Loan Agreements, or any other Project Documents;

(iii) do any act required to be approved or ratified in writing by the LimitedPartners under the Act unless the right to do so is expressly otherwise given in this Agreement;

(iv) knowingly rent apartments in the Project such that the Project wouldnot meet the requirements of the Rent Restriction Test or Minimum Set-Aside Test;

(v) borrow from the Partnership or commingle Partnership funds withft¡nds of any other Person; or

(vi) execute or deliver any general assignment for the benefit of creditors or

file a petition or acquiesce in the filing of a petition for Bankruptcy.

(b) The General Partner shall not, without the Consent of the Limited Partner(which Consent shall not be unreasonably withheld, with the parties hereto agreeing and

acknowledging that withholding such Consent would be reasonable if the action would likely be

inconsistent with preserving the Project as a low-income housing project), have any authority to:

(i) sell or otherwise dìspose of at any time, all or substantially all of the

assets of the Partnership;

(ii) amend the terms of any Project Loan to be other than those set forth on

Exhibit F attached hereto;

(iiÐ borrow in excess of $10,000.00 in the aggregate at any one timeoutstanding on the general credit of the Partnership, except GP Loans and Operating Deficit Loans,

and except as and to the extent provided for in an approved budget pursuant to Section 8.20;

(iv) following Final Closing, construct any new or replacement capitalimprovements on the Project which substantially alter the Project or its use or which are at a cost inexcess of $10,000.00 in a single Partnership fiscal year, or rebuild the Project with the use ofinsurance proceeds, except (a) replacements and remodeling in the ordinary course of business orunder emergency conditions, or (b) reconstruction paid for from insurance proceeds, or (c) as and tothe extent provided for in an approved budget pursuant to Section 13.03;

54

(v) acquire any real property in addition to the Project other thaneasements reasonable and necessary for the operation of the Project;

(vi) following Final Closing, refinance any Project Loan;

(vii) confess a judgment against the Partnership in excess of $5,000;

(viii) admit any person as a General Partner or a Limíted Partner, orwithdraw as General Partner, except as otherwise set forth in this Agreement;

(ix) do any act in contravention ofthis Agreement or any other agreementto which Partnership is a party;

(x) execute or deliver any assignment for the benefit ofthe creditors of thePartnership;

(xi) transfer or hypothecate the General Partner's interest as a GeneralPartner in the Partnership, including its interest in Partnership allocations or distributions, except as

otherwise provided in this Agreement;

(xii) dissolve the Partnership or take any action which would result indissolution;

(xiii) refinance, prepay or materially modifu the terms of any mortgage orlong-term liability of the Partnership, or sell, grant an option to acquire, exchange, mortgage,encumber, pledge or otherwise transfer all or any portion of any interest in the Partnership or thePartnership's interest in the Project, orborrow funds orparticipate in a merger or consolidation withany other entity;

(xiv) change the nature ofthe business ofthe Partnership, or do any actwhich would make it impossible to carry on the ordinary business of the Partnership;

Partnership;(xv) materially change any accounting method or practice of the

(xvi) file a voluntary petition for bankruptcy of the Partnership;

(xvii) make any expenditure or incur any liability on behalf of the Partnershipin excess of $10,000.00 which is not identified in the budget provided by the General Partner to theLimited Partner;

(xviii) bonow funds from the Partnership;

55

(xix) enter into or materially modify the Construction Contract (or any other

construction contract), or agree to any change order under the Construction Contract (or any other

construction contract) if any such change order is for $10,000 or more, or is proposed when the

amount of previous change orders plus the proposed change order would exceed $20,000 (over the

life of the Partnership);

(xx) commingle Partnership funds or assets with the funds or assets ofthe

General Partner or any Partnership or other entity owned or operated by the General Partner to the

Limited Partner;

(xxi) possess Partnership property or assign rights in specific property for

other than a business purpose of the Partnership;

(xxii) take any action which would cause the termination ofthe Partnership

for federal income tax purposes under Code Section 708;

(xxiii) make, amend or revoke any tax election required of or permitted to be

made by the Partnership under the Code of Regulations, including, without limitation, any election

under Section 42 (including an election to treat any year other than 2009 as the first year ofthe Credit

Period (as defined in Code Section 42 for the Project of Section 754 of the Code or any other tax

election affecting the amount, timing, availability or allocation of any LIHTC;

(xxiv) enter into âny agreement or take any action without the prior consent

of the Limited Partner with respect to anymatters for which the prior consent ofthe Limited Partner

is a prerequisite therefore;

(xxv) approve any increase in fees to the General Partner or any affiliate ofthe General Partner;

(xxvi) change in ownership, control ormanagement ofthe General Partner; or

(xxvii) allow this Agreement to be amended'

(xxviii) invest assets of the Partnership in (A) investments specifically not

contemplated by this Agreement, or (B) in investments other than U.S. Treasury Bills, Notes or

Bonds, òrbank accounts, moneymarket accounts or certificates of deposit in institutions insured by

the Federal Deposit Insurance Corporation. However, investment of such assets maybe expanded

upon approval by the Limited Partner.

8.03 Sale of Pro.ìect.

(a) Limited Partner Request for Sale. Notwithstanding the foregoing Section

8.02, and subject to all Agencyregulations then in effect and the rebeipt of all required approvals and

56

consents of the Project Lenders, and subject fuither to the extended use requirements applicable

pursuant to Section 42(h)(6) of the Code, at any time after the fourteenth (14th) ærniversary of the

first day of the first taxable year ofthe applicable LIHTC complianceperiod the Limited Partnermay

request that the Partnership do one of the following: (i) sell the Project subject to the Extended Use

Agreement (a "Continued Compliance Sale"); or (ii) request that the Agency arrange for the sale ofthe Project after receipt of a Qualified Contract (a "Colnpliance Termination Sale").

(b) Continued Compliance Sale. After receipt of a request for a Continued

Compliance Sale, the General Partner shall use its best efforts to find a third party purchaser for the

Project and to cause the Partnership to consummate a sale of the Project subject to the Extended Use

Agreement and on terms Consented to by the Limited Partner. If such efforts are not successful on

terms reasonably satisfactory to the Limited Partner within four (4) months, the Limited Partner shall

have the right thereafter to locate a purchaser for the Project. If the Limited Partner locates such a

purchaser, the General Partner shall be given a right of first refusal to purchase the Project on the

same terms and conditions as would be applicable to such purchaser. If such right of first refusal is

not exercised by the General Partner within thirty (30) days, then the General Partner shall be

obligated to consent to the sale to such purchaser so long as the purchase price and other terms

offered by such purchas er are atleast as favorable to the Partnership as the best offer, ifany, located

by the General Partner. If the Limited Partner requests that the Compliance Termination Sale be

conducted in a manner that would result in the conversion ofthe Project to a condominium regime ofownership and the sale of individual condominium units, the General Partner shall use diligent

efforts to accomplish such conversion on such terms which are reasonably satisfactory to the Limited

Partner.

(c) Compliance Termination Sale. After receipt of a request for a Compliance

Termination Sale, the General Partner shall make a request to the Agency to obtain a buyer who is

willing to operate the low-income units of the Project as a qualified low-income building and who

will submit a Qualified Contract for the Project, and ifno Qualified Contract is submitted within one

year of the date of the General Partner's request to the Agency, the General Partner shall use its best

efforts to find a third party purchaser and to cause the Partnership to consummate a sale of the

Project to such purchaser on terms Consented to by the Limited Partner and free of the resffictions

imposed by the Extended Use Agreement. If such efforts are not successful on terms reasonably

satisfactory to the Limited Partner within six (6) months, the Limited Partner shall have the right

thereafter to locate a purchaser for the Project. If the Limited Partner locates such a purchaser, the

General Partner shall be given a right of first refusal to purchase the Project on the same terms and

conditions as would be applicable to such purchaser. If such right of first refusal is not exercised by

the General Partner within thirty (30) days, then the General Partner shall be obligated to consent to

the sale to such purchaser so long as the purchase price and other terms offered by such purchaser arc

at least as favorable to the Partnership as the best offer, if any, located by the General Partner' If the

Limited Partner requests that the Compliance Termination Sale be conducted in a manner that would

result in the conversion of the Project to a condominium regime of ownership and the sale ofindividual condominium units, the General Partner shall use diligent efforts to accomplish such

conversion on such terms which are reasonably satisfactory to the Limited Partner.

57

(d) General Partner Option. The General Partner, if it is a qualified non-profitunder the terms of Section 42(i)(7) of the Code, shall have the right of first refusal to purchase theProject at the end of the low-income housing tax credit compliance period, in accordance with saidSection 42(i) (7) of the Code, for an amount equal to at least the sum of (i) $1.00, plus (ii) alloutstanding debt of the Partnership, including debt encumbering the Project, plus (iii) the aggregatefederal, state and local (if any) income tax liabilities which would be incurred by the partners of theLimited Partner as a consequence of such purchase on the terms set forth in Exhibit L attachedhereto.

8.04 Manaqement Purposes. In conducting the business of the Partnership, the GeneralPartner shall be bound by the Partnership's purposes set forth in Article III.

8.05 Deleeation.of Authority. The General Partnermaydelegate all or any of its powers,rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with anyPerson forthe transaction of the business ofthe Partnership, which Person may, under supervision ofthe General Partner, perform any acts or services for the Partnership as the General Partner mayapprove.

8.06 General Partner or Affiliates Dealine with Partnership. The General Partner or anyAffiliates thereof shall have the right to contract or otherwise deal with the Partnership for the sale ofgoods or services to the Partnership in addition to those set forth herein, if (a) compensation paid orpromised for such goods or services is reasonable (i.e., at fair market value) and is paid only forgoods or services actually fumished to the Partnership, (b) the goods or services to be fumished shallbe reasonable for and necessary to the Partnership, (c) the fees, terms and conditions of suchtransaction are at least as favorable to the Partnership as would be obtainable in an arm's-lengthtransaction, (d) no agent, attorney, accountant or other independent consultant or contractor who also

is employed on a fi¡ll-time basis by the General Partner or any Affiliate shall be compensated by thePartnership for his services. Any contract covering such transactions shall be in writing and shall be

terminable without penalty on sixty (60) days Notice. Any payment made to the General Partner oranyAffiliate for such goods or services shall be fullydisclosed to all Limited Partners in the reportsrequired under Section 13.02. Neither the General Partner nor any Affiliate shall, by the making oflump sum payments to any other Person for disbursement by such other Person, circumvent theprovisions of this Section 8.06.

8.07 Other Activities. Except as limited in Section 8.06, Affiliates ofthe General Partnermay engage in or possess interests in other business ventures of every kind and description for theirov/n account, including, without limitation, serving as general partner of other limited partnerships orthe managing member of limited liability companies which own, either directly or through interestsin other companies or partnerships, goveûrment assisted housing developments similar to the Project.Neither the Partnership nor any of the Partners shall have any rights by virtue of this Agreement in

or to such other business ventures or to the income or profits derived therefrom.

58

8.08 Liabilitv for Acts and Omissions. No General Partner or Affiliate thereof shall be

liable, responsible or accountable in damages or otherwise to any of the Partners for any act oromission performed or omitted by it in good faith on behalf of the Partnership and in a manner

reasonably believed by it to be within the scope of the authority granted to it by this Agreement and

in the best interest of the Partnership, provided that the protection afforded the General Partner

pursuant to this Section 8.08 shall not apply in the case of negligence, misconduct, fraud or any

breach of fiduciary duty as General Partner with respect to such acts or omissions. Any loss ordamage incurred by any General Partner or AfTiliate thereof by reason of any act or omissionperformed or omitted by it or any of them in good faith on behalf of the Partnership and in a manner

reasonably believed by it to be within the scope of the authority granted by this Agreement and in the

best interests of the Partnership (but not, in any event, any loss or damage incurred by the General

Partner or Affiliate thereof by reason of negligence, misconduct or fraud of the General Partner orAffiliate thereof, or any breach of fiduciary duty as General Partner, with respect to such acts oromissions) shall be paid from Partnership assets to the extent available (but the Limited Partners

shall not have any personal liability to the General Partner or Affiliate(s) thereof under any

circumstances on account of any such loss or damage incurred by the General Partner or Affrliate(s)thereof or on account of the payment thereof).

8.09 Indemnification of Limited Partner and the Partnership. The General Partner and the

Partnership shall, jointly and severally, indemnifu, defend, and save harmless the Limited Partner

and Special Limited Partner from and against any claim,loss, expense, action or damage, includingwithout limitation, reasonable costs and expenses of litigation and appeal (and the reasonable fees

and expenses of counsel) asserted against the Limited Partner or Special Limited Partner based on

any act, omission, malfeasance or nonfeasance of the Partnership or the General Partner, includingwithout limitation any claim based on the zoning classification of the Project or that the LimitedPartner or Special Limited Partner is liable for any indebtedness of the Partnership and excludingonly liability directly caused by the Limited Partner or Special Limited Partner's gross negligence orbad faith conduct. In addition, the General Partner and the Partnership shall, jointly and severally,

indemnif,, defend, save and hold harmless the Limited Partner and Special Limited Partner, and theirrepresentatives, from and against any and all costs, losses,liabilities, damages,lawsuits, proceedings

(whether formal or informal), investigations, judgments, orders, settlements, recoveries, obligations,

deficiencies, claims and expenses (whether or not arising out of third party claims), including,without limitation, interest, penalties, attorneys' fees and all amounts paid in investigation, orsettlement of any of the foregoing, incurred in connection with or arising out of orresulting from the

operations of the General Partne¡ the Partnership or the Project prior to the date ofthis Agreement.

8.10 Net Worth of General Partner. The General Partner shall maintain a minimum net

worth in an amount as may be necessary to assure that the Partnership will be taxed as a partnership,

and not as an association taxable as a corporation, for federal income tax purposes.

s9

8.1 I Çoqstruction of the Project. Construction Cost Ovemrns. Operating Deficits: Other

General Partner Guarantees.

(a) ConstructionCompletionGuarantv.

(Ð The Partnership has entered into the Construction Contract. The

General Partner shall be responsible for:

(A) achieving completion of construction of the Project on a

timely basis in accordance with the Plans and Specifications for the Project,

the terms of this Agreement, the Project Documents and all legal

requirements;

(B) meeting all requirements for obtaining all necessary

unconditional certificate(s) of occupancy for all the apartment units in the

Prdect;

(C) fulfilling all actions required ofthe Partnership to assure that

the Project satisfies the Minimum Set-Aside Test and the Rent Restriction

Test;

(D) causing the making of the Project Loans by the respective

Project Lenders; and

(E) achieving Final Closing.

(iÐ The General Partner hereby is obligated to pay all Excess Development

Costs; the Partnership shall have no obligation to pay any Excess Development Costs. Any amounts

paid by the General Partner pursuant to this clause (ii) shall not be repaid by the Partnership, nor

shall such amounts be considered or treated as Capital Contributions of the General Partner to the

Partnership.

(iii) In the event that the General Partner shall fail to pay any such Excess

Development Costs as required in this Section 8.11(a), an amount not in excess of the total of any

remaining unpaid installments of the Development Fee due pursuant to Section 8.12 shall be

suspended by the Partnership until such obligations are met by the General Partner.

(iv) The construction completion guaranty obligations hereunder shall

continue until the later to occur of the achievement of (A) 100% Qualified Occupancy and (B) six (6)

consecutive months of Breakeven Operations.

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(b) ln the event that, at any time after the expiration ofthe Construction

Completion Guaranty and ending on the fifteenth anniversary of such date, an Operating Deficit shall

exist, the General Partner shall provide such funds to the Partnership as shall be necessary to pay

such Operating Deficit(s). Funds provided after the achievement of Breakeven Operations shall be inthe form of a loan to the Partnership (the "Operating Deficit Loan(s)"). Any Operating Deficit Loan

shall be on the following terms: (i) it shall be unsecured; (ii) it shall not bear interest; (iii) it shall be

repayable solely from Net Cash Flow and proceeds of a Capital Transaction at the time and in the

amounts set forth in Sectibns 11.03(b), 11.04 and 12.02(a) of this Agreement; and (iv) Operating

Deficit Loans shall be frrlly subordinated to payment of Project Loans, GP Loans, and indebtedness

of the Partnership to all Persons other than Partners. In the event that the General Partner shall fail to

make any such Operating Deficit Loan as aforesaid, the Partnership shall utilize amounts otherwise

payable as installments ofthe Development Feepursuant to Section 8.12 ofthis Agreement to meet

the obligations of the General Partner pursuant to this Section 8.1 I (b). Amounts so utilized shall

also constitute payment and satisfaction of installments of the Development Fee payable under the

aforesaid Section of this Agreement, and the obligation ofthe Partnership to make such installment

payments pursuant to such Sections, as well as the Limited Partner's obligation to make future

Capital Contributions, shall be reduced correspondingly. For the purpose of this Section 8.1 1(b), all

expenses shall be paid on a sixty (60) day current basis.

(c) LIHTC Compliance Guaranty. (i) Ifwith respect to any fiscal year

of the Partnership there is a LIHTC Shortfall, the General Partner shall, within forty-five (45) days

following the close of such fiscal year, pay the Limited Partner an amount equal to (A) the amount ofthe LIHTC Shortfall for the fiscal year immediately preceding the payment due date, (B) all penalties

and interest imposed by the Code and assessed against the Limited Partner by the Internal Revenue

Service with respect to any LIHTC Shortfall, and (C) an amount sufficient to pay any tax liabilityowed by the Limited Partner resulting from the receipt of the amounts specified in the foregoing

clauses (A), (B) and this clause (C) of this Section S.l 1(cXi) (such calculation to be made assuming

the Limited Partner is subject to the highest federal and state tax rates imposed on corporate tax

payers under the Code at that time for the taxable year of the Limited Partner in which such payment

is taken into income by the Limited Partner), together with interest on such amounts at the Prime

Rate accruing from such payment due date.

(iÐ The General Partner inevocably and unconditionally

guarantees payments specified in this Section 8.1 1(cXii) to the Limited Partner if there is a LIHTCRecapture Event. The payments required by this Section 8.1 1 (cXii) shall be the sum ofthe following

amounts: (A) the amount of LIHTC previously allocated to the Limited Partner and subsequently

disallowed because of such LIHTC Recapture Event; (B) the "credit recapture amount" (as defined in

Code Section{z$Q\ allocated to the Limited Partnerbecause of such LIHTC Recapture Event; (C)

all penalties and interest imposed by the Code and assessed against the Limited Partner by the

Intemal Revenue Service with respect to such LIHTC Recapture Event; (D) an amount sufficient to

pay aîy tax liability owed by the Limited Partner resulting from the receipt ofthe amounts specified

in the foregoing clauses (A), (B), (C) and this clause (D) of this Section 8.1 I (cXii) (such calculation

to be made assuming the Limited Partner is subject to the highest federal and state tax rate imposed

6l

on corporate taxpayers under the Code at that time for the taxable year of the Limited Partner inwhich such payment is taken into income by the Limited Partner, together with interest on such

amounts at the Prime Rate accruing from the date the Limited Partner remits funds to a taxing

authority with respect to a LIHTC Recapture Event; and (E) if the cause of the LIHTC Recapture

Event will, in determination of the Limited Partner, decrease the maximum amount of LIHTC that

will be available to the Partnership and allocated to the Limited Partner during the remainder of the

compliance period under Section 42 of the Code, assuming full compliance with Section 42 of the

Code, then an amount equal to the total amount of such decrease. The General Partner shall make

such payment to the Limited Partner within forty-five (45) days of the LIHTC Recapture Event.

(iiÐ The LIHTC Compliance Guaranty set forth herein shall not apply to

amounts due solely to the transfer by the Limited Partner of all or a portion of its Interest in the

Partnership or to changes in the tax law after the date hereof with which the General Partner is

unable to comply despite the exercise of its good faith and reasonable efforts.

(iv) Intentionally Deleted.

(v) Funds provided by the Affiliate Guarantor with respect to the General

Partner's obligations under subparagraphs (i) or (ii) above shall be in the form of a loan to the

Partnership (the "Guarantor LIHTC Compliance Loan"). Any Guarantor LIHTC Compliance Loan

shall be on the following terms: (i) it shall be unsecured; (ii) it shall bear no interest; and (iii) it shall

be repayable solely from proceeds of a Capital Transaction or liquidation at the time and in the

amounts set forth in Sections 1 1.04 and n.A2@) ofthis Agreement. Notwithstandingthe foregoing,

the Limited Partner shall have the authority to treat any guarantee payment made on behalf of the

Partnership by its General Partner or the Affiliate Guarantor as (i) a capital contribution to the capital

of the Partnership by the General Partner in the amount of such guaranteè payment that is matched

with a corresponding upward adjustment to such General Partner's capital account in the Partnership

or (ii) as a loan (as described above) by the General Partner in the amount of such guarantee

payment, so as to minimize any possible unintended increase in the amount of depreciation and tax

credits allocated to the General Partner; provided that any losses or other deductions, other than

depreciation, relating to such capital contribution or loan, shall be allocated to the General Partner

making such guarantee payment.

(d) Pro.iect Loan Funding Guarantv. The General Partner irrevocably and

unconditionally guarantees and covenants that the Partnership shall receive full funding of the

Project Loans on orbefore December 31,2009, on the terms set forth on Exhibit F attached hereto.

Except for the DHCD loan, the General Partner represents and warrants that the source of funds forthe Project Loans do not include, in whole or in part, "federal subsidies" within the meaning of Code

Section 42(i). The Project Loan documents shall contain such other terms as may be Consented to

by the Limited Partner.

8.12 Development Fee.

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(a) The Partnership has entered into a Development Agreement (materially in the form ofExhibit A attached hereto) of even date herewith with the Developer fo¡ its services in connection

with the development and construction of the Project. [n consideration for such services, a

Development Fee in a total amount equal to $300,000 shall be payable by the Partnership, in

accordance with the terms of the Development Agreement and Article Xi of this Agreement. ln no

event shall full payment of the Development Fee be laterthan the thirteenth arrriversary ofplacernent

in service. It is anticipated that $ I 85,602 of the Development Fee will be defened and paid pursuant

to Article XI. b) The Partnership has entered into a Construction lncentive Management Fee

Agreement of even date herewith with the General Partner in the form attached hereto as Sþþ!!!!for its services in connection with value engineering of the construction of the Project. Payment ofany fee due under such Agreement shall be subject to the requirements of the Project Lenders and

consent of the Limited Parhrer.

8.13 Incentive Management Fee. The Partnership has entered into an Incentive

Management Fee Agreement in the form attached hereto as Exhibit B, with the General Partner ofeven date herewith for its services in managing the business of the Partnership for the period from

the date hereof throughout the term of the Partnership. In no event shall the Incentive Management

Fee be cumulative. Payment of such fee shall be in accordance with any applicable requirements ofthe Project Lenders.

8.14 Withholding of Fee Payments

(a) Conditions for Withholding. In the event that (i) the General Partner or any

successor General Partner shall not have substantially complied with any material provisions under

this Agreement, or under the limited partnership agreement with respect to an Affiliated Partnership,

after Notice from the Limited Partner of such noncompliance and failure to cure such noncompliance

within a period of thirty (30) days from and after the date of such Notice, or (ii) any Project Lender

shall have declared the Partnership to be in default under any Project Loan or under any ofthemortgage loans as to an Affiliated Partnership, or (iii) foreclosure proceedings shall have been

commenced against the Project or against an Project owned by the Affiliated Partnership, then (A)

the General Partner shall be in default of this Agreement, and the Partnership shall withhold payment

of any installment of fees and/or allowance payable pursuant to Sections 4.02(s), 8.12 and/or 8.13

and (B) the General Partner shall be liable for the Partnership's payment of any and all installments

of the Development Fee payable pursuant to Section 8.12.

(b) Release of Fegs. A1l amounts so withheld by the Partnership under this

Section 8.14 shall be promptly released to the payees thereof only after the General Partner has cured

the default justifoing the withholding, as demonstrated by evidence reasonably acceptable to the

Limited Partner.

8.15 Selection ofManasementAeent; Terms ofManaqement Agreement. ThePartnership

shall engage such person, firm or partnership as the General Partner may select, and as the Limited

Partner may approve, which approval shall not be unreasonably withheld (hereinafter referred to as

63

"Management Agent") to manage the operation ofthe Project during the rent up period and followingFinal Closing. The Management Agent shall be paid a management fee subject to the approval oftheAgency and/or the Project Lenders, ifrequired, and the Special Limited Partner, but in no event willthe annual management fee be greater than five percent (5%) of the annual gross revenues of the

Project. The contract between the Partnership and the Management Agent and themanagementplan

fortheProjectshallbeintheformsetforthinW,withsuchchangesacceptab1etotheAgency and/or the Project Lenders, if required, and reasonably acceptable to the Special LimitedPartner. Such contract shall provide, among other things, that it shall be cancelable upon thirty (30)

days' prior notice from the Partnership, and that the Management Agent will accrue the management

fee to the extent necessary at any time to prevent a default under any Project Loan. Whenever the

management agent for the Project is the General Partner or an Affiliate of the General Partner, the

management agreement shall provide that it is immediately terminable at the election of the Limited

Partner or Special Limited Partner in the event of (a) the removal or withdrawal of the General

Partner, or (b) any material breach of or noncompliance with any provision of this Partnership

Agreement by the General Partner or any Affiliate of the General Partner. Any other agreement

entered into by the Partnership and any General Partner or any Affiliate thereof shall specificallyprovide that such agreement shall be immediately terminable at the election ofthe Limited Partner orSpecial Limited Partner if the General Partner is removed or withdraws is approved by the parties

hereto as the initial Management Agent.

8.16 Removal of the Management Aeent. The General Partner:

(a) may, upon receiving any required approval of the Project Lenders and the

Limited Partner, dismiss the Management Agent as the entity responsible for the Project under the

terms of the contract between the Partnership and the Management Agent, and

(b) shall, at the request ofthe Limited Partner, remove the Management Agent ifthe Special Limited Partner determines that the same is necessary to protect the interest of the

Partnership or if the Management Agent is declared Bankrupt, is dissolved, ormakes an assignment

for the benefit of its creditors, or for any intentional misconduct by the Management Agent or its

negligence in the discharge of its duties and obligations as Management Agent (subject to the

fulfillment and expiration of any notice and/or opportunity to cure provisions of the Management

Agreement), including, without limitation, for any action or failure to take any action which:

(i) violates in any material respect any provision of the Management

Agreement entered into with the Partnership and approved by the Project Lenders, ifrequired, and/or

any material provision of the Project Documents and/or the Loan Documents applicable to the

Project, or the Project Lenders-approved management plan for the Project;

(ii) violates in any material respect any provision of this Agreement orprovision of applicable law; or

64

(iii) causes the Project to be operated in a mannerwhichifcontinuedwouldgive rise to an event which would cause or would likely cause a recapture of LIHTC.

8.17 Replacement of the Management Asent. Upon the removal of the Management

Agent as the entity responsible for the management of the Project, a substitute Management Agent

which is not an Affiliate of the General Partner shall be named by the General Partner, subject to the

approval of the Project Lenders, if required, and the approval of the Limited Partner.

8.18 Loans to the Partnership The Partnership is authorized to receive Operating DeficitLoans and GP Loans on the terms set forth in this Agreement. In addition, if (a) additional funds æe

required by the Partnership for any purpose relating to the business of the Partnership or for any of its

obligations, expenses, costs or expenditures, and (b) the Partnership has not received an Operating

Deficit Loan, or GP Loan to pay such amounts, then the Partnership mayborrow such fr¡nds as are

needed from a Person or organization, other than a Partner or an Affiliate of a Partner, in accordance

with the terms ofthis Section 8.18, for such period oftime and on such terms as the General Partner

and the Limited Partner may agree; provided, however, that no such additional loans shall be secured

by any mortgage or other encumbrance on the property ofthe Partnership without the prior approval

of the Limited Partner except that such approvals shall not be required in the case of the

hypothecation of personal property purchased by the Partnership and not included in the security

agreements executed by the Partnership at the time of Initial Closing. Nothing in this Section 8.18

shall modify or affect the obligation of the General Partner to make Operating Deficit Loans and to

perform its obligations when and as required by this Agreement.

8.19 Affiliate Guarantv. Concurrently with the execution of this Agreement, the General

Partner shall deliver to the Limited Partner (a) the Affiliate Guaranty fully executed by each AffiliateGuarantor, (b) a pledge and security agreement executed by the General Partner in the form ofExhibit E attached hereto (the "General Partner Pledge"), wherein the General Partner pledges and

grants a security interest in its General Partner interest in the Partnership and in each AffiliatedPartnership to secure its obligation under this Agreement, and (c) an opinion of counsel to the

Affiliate Guarantors in form satisfactory to the Limited Partner regarding the Affiliate Guaranty and

the General Partner Pledge.

8.20 DevelopmentAdvisoryFee. ADevelopmentAdvisoryFeel of STT,2l4shallbepaidto Virginia Community Development Corporation, or its assigns, upon execution ofthis Partnership

Agreement, in consideration ofVirginia Community Development Corporation's services in assisting

and overseeing the Developer in performing its obligations under the Development Agreement.

8.21 Accounting Fee. An accounting fee shall be paid to Housing Capital Corporation ofVirginia under the Agreement to Provide Accounting and Reporting Services, ths form of which is

attached hereto as þþþi!¡l

65

8.22 Public Relations. The General Partner shall provide written and timely notice of any

groundbreaking, ribbon-cutting or other public relations ceremonies for the Project to the Limited

Partner and recogni zethe Limited Partner and the Limited Partner's members at such public relations

ceremonies.

rne¡¡spnns eNo nHTInclLcEuKs oN rneNsprnsOF INTERESTS OF LIMITED PARTNERS

9.01 Restrictions on Transfer of Limited Pqftners' Interests.

(a) Under no circumstances will any offer, sale, transfer, assignment,

hypothecation or pledge of any Limited Partner lnterest be permitted unless the General Partner, inits sole discretion, shall have Consented thereto, and the Project Lenders, ifrequired, also shall have

Consented thereto, provided however, that the General Partner shall not unreasonably withhold its

Consent to the pledge by the Limited Partner of its Limited Partner Interest or a transfer of its rigþt to

receive distributions hereunder, so long as no pledgee or transferee shall have any right to become a

Substitute Limited Partner in the Partnership or exercise any voting rights of the Límited Partner.

(b) The Limited Partner whose interest is being transfened shall pay such

reasonable expenses as may be incurred by the Partnership in connection with such transfer.

(c) Nothing in this Section 9.01 shall limit the authority of the Limited Partnerto

sell, transfer andlor assign interests within the Limited Partner or to transfer Interests of the LimitedPartner to (i) any Affiliate of the Limited Partner or Special Limited Partner, in the sole discretion ofthe Limited Partner, at any time and from time to time, or (ii) to any other Person once during the

term of this Agreement upon Notice to the General Partner(s).

9.02 Admission of Substitute Limited Partners.

(a) Subject to the other provisions of this Article IX, an assignee ofthe lnterest ofa Limited Partner (which shall be understood to include any purchaser, transferee, donee, or other

recipient of any disposition of such Interest) shall be deemed admitted as a Substitute LimitedPartner of the Partnership only upon the satisfactory completìon of the following:

(i) Consent of the General Partner (which may be withheld in its sole

discretion), and the consent ofthe Project Lenders, ifrequired, shall havebeen given; such Consent

of the General Partner may be evidenced by the execution by the General Partner of an amended

Agreement and/or Certificate evidencing the admission of such Person as a Limited Partner pursuant

to the requirements to the Act, provided, however, that no Consent shall be required for any sale,

transfer or assignment pursuant to Section 9.01 (c);

66

andprovisionsof this,f }""*:ii'"iffiH:t:ffi :i'.Ïirî:åî:xiri",ffi,1:L'Hiffiìhereto, and such other documents or instruments as the General Partner may require in order to effectthe admission of such Person as a Limited Partner;

(iiÐ an amended Agreement and/or Certificate evidencingtheadmission ofsuch Person as a Limited Partner shall have been filed for recording pursuant to the requirements ofthe Act;

(iv) if the assignee is a corporation, the assignee shall have provided theGeneral Partner with evidence satisfactory to Counsel for the Partnership of its authority to become a

Limited Partner under the terms and provisions of this Agreement; and

(v) the assignee or the assignor shall have reimbursed the Partnership forall reasonable expenses, including all reasonable legal fees and recording charges, incurred by thePartnership in connection with such assignment.

(b) For the purpose ofallocation ofprofits, losses and credits, and for the purpose

of distributing cash of the Partnership, a Substitute Limited Partner shall be treated as havingbecome, and as appearing in, the records of the Partnership as a Partner upon his signing of an

amendment to this Agreement agreeing to be bound hereby.

(c) If the General Partner has determined it will Consent to the admission, theGeneral Partner shall cooperate with the Person seeking to become a Substitute Limited Partner bypreparing the documentation required by this Section and making all official filings and publications.

In such event, the Partnership shall take all such action, includingthe filing, if required, of anyamended Agreernent and/or Certificate evidencing the admission of anyPerson as a Limited Partner,

and the making of any other offrcial filings ând publications, as promptly as practicable after thesatisfaction by the assignee of the lnterest of a Limited Partner of the conditions contained in thisArticle IX to the admission of such Person as a Limited Partner of the Partnership. Any cost orexpense incurred in connection with such admission shall be bome by the Substitute Limited Partner.

9.03 Rights of Assienee of Partnership Interest.

(a) Except as provided in this Article and as required by operation of law, the

Partnership shall not be obligated for any purpose whatsoever to recognize the assignment by any

Limited Partner of its Interest until the Partnership has received actual Notice thereof.

(b) Any Person who is the assignee of all or any portion of a Limited Partner's

Interest, but does not become a Substitute Limited Partner, and who desires to make a furtherassignment of such Interest, shall be subject to all the provisions of this Article IX to the same extentand ìn the same manner as any Limited Partner desiring to make an assignment of its lnterest.

67

*to"r, o*o o"r,o,ffiå1lrtåf ,,no,ruo ro*^r**

10.01 Manasement of the Partnership. No Limited Partner shall take part in the

management or control ofthe business of the Partnership nor transact anybusiness in the name ofthe

Partnership. Except as otherwise expressly provided in this Agreement, no Limited Partner shall

have the power or authority to bind the Partnership or to sign any agreement or document in the

name of the Partnership. No Limited Partner shall have any povver or authority with respect to the

Partnership except insofar as the consent of any Limited Partner shall be expressly required and

except as otherwise expressly provided in this Agreement.

rc.02 Limitatior-r on Liabilit]¡ of Limited Partners. The liability of each Limited Partner is

limited to its Capital Contribution as and when payable under the provisions of this Agreement, and

as provided under the Act. No Limited Partner shall have any other liability to contribute money to,

or in respect of the liabilities or obligations of, the Partnership, nor shall any Limited Partner be

personally liable for any obligations of the Partnership, except as and to the extent provided in the

Act. No Limited Partner shall be obligated to make loans to the Partnership.

10.03 Other Activities. Any Limited Partner may engage in or possess interests in other

ventures of every kind and description for its own account, including without limitation, serving as

general partner or managing member of other limited partnerships or limited liability companies

which own, either directly or through interests in other limited liability companies or limited

partnerships, government-assisted housing projects similar to the Project. Neither the Partnership

nor any of the Partners shall have any right by virtue of this Agreement in or to such other business

ventures to the income or profits derived therefrom.

p nor n s. Lo s #lTlE ðisrzue urr oN s

1 1.01 Allocation of Profits and Losses Other Than From Capital Transactions.

(a) Manner ofDetermination. Profits, Losses and credits for all pu{poses ofthisAgreement shall be determined in accordance with the definition ofthe sameunderArticle II of the

Agreement (as applicable) and in accordance with the accrual accounting method and in accordance

with applicable Code sections and Treasury Regulations governing same-

(b) Allocations. All Prof,rts and Losses, except those items in Sectíons 7l.02,1 1.05 and 1 1.07 below, shall be allocated to the Partners in accordance with their Percentage

Interests. Every item of income, gain, loss, deduction, or tax preference entering into the

computation of such Profits and Losses, or applicable to the period during which such Profits and

Losses were realized, shall be considered allocated to each Partner in the same proportion as Profits

and Losses are allocated to such Partner.

68

11.02 Allocation of Proñts and Losses from Capilal Transactions. Except to the extent

provided in Sections 71.07, Prof,its and Losses recognized by the Partnership upon a Capital

Transaction shall be allocated in the following manner:

(a) Profits shall be allocated (i) first, to the Partners with negative Capital

Account balances, that portion of gains (including any gains treated as ordinary income for federal

income tax purposes) which is equal in amount to, and in proportion to, such Partners'respective

negative Capital Accounts in the Partnership; provided that no gain shall be allocated under this

Section 1 1.02(a)(i) to a Partner once such Partner's Capital Account is brought to zero and (ii)second, gains in excess of the amount allocated under (i) shall be allocated to the Partners in the

amounts and to the extent necessary to increase the Partners'respective Capital Accounts so that the

proceeds distributed under Section 11.04(Ð and (g) will be distributed in accordance with the

Partners' respective Capital Accounts.

(b) Losses shall be allocated (i) fìrst, to the extent and in such proportions as the

respective positive balances in all Partners' Capital Accounts, and (ii) second, any remaining loss to

the Partners in accordance with the manner in which they bear the economic risk of loss associated

with such loss or, if none, to the Partners in accordance with their Partnership Interests.

(c) Anyportion of the Profits treated as ordinary income for federal income tax

purposes under Sections 1245 and 1250 of the Code ("Recapture Amount") shall be allocated on a

dollar for dollar basis to those Partners to whom the items of Partnership deduction or loss givingrise to the Recapture Amount had been previously allocated.

11.03 Distributions: Net Cash Flow.

(a) Determination of Net Cash Flow. Net Cash Flow shall be determined

separately for each fiscal year or portion thereof commencing on the day after Final Closing and shall

not be cumulative. Wherever there is a reference to the distribution ofNet Cash Flow pursuant to the

provisions of this Agreement, Net Cash Flow shall be deemed to be limited to Surplus Cash

available for distribution. Income received by the Partnership from the period commencing with the

date of receipt of the initial certifîcate of occupancy with respect to the Project and ending on the

date of the Final Closing shall not be distributed during such period and shall be treated as Net Cash

Flow with respect to the first Payment Date following Final Closing.

(b) Manner of Distribution. Subject to the approval of the Project Lenders, ifrequired, Net Cash Flow shall be applied and/or distributed on each Payment Date in the followingpriority:

(i) first, to the Limited Partner in accordance with its respective Percentage

Interest until the aggregate amount of distributions made to the Limited Partner under this Section

1 1.03(bxi) for the current and all prior years equals the Assumed Limited Partner Tax Liability for

69

the current and all prior years;

(ii) second, to the Limited Partner in an amount equal to any LIHTC Reduction

Guaranty Payment or Unpaid LIHTC Shortfall;

(iiÐ third, to the General Partner in accordance with its respective Percentage

Interest until the aggregate amount of distributions made to the General Partner under this Section

I 1 .Q3(bxiiÐ for the current antl all prior years equals the Assumed General Partner Tax Liability for

the current and all prior years;

(iv) fourth, to the Developer until all amounts due under the Development

Agreement have been paid in full;

(v) fifth, following the full payment of amounts due under the Development

Agreement, to the pro rata payment of any outstanding Operating Deficit Loans and GP Loans, based

upon the respective outstanding balances ofeach;

(vi) sixth, to replenìsh the Operating Reserve to an amount not to exceed $50,000;

(vii) seventh, eighty percent (80%) of the balance, not to exceed S20,000 per

annum, to the payment of the Incentive Managernent Fee;

(viii) eighth, to the repayment of the General Partner Capital Account up to an

amount not to exceed S81,288; and

(ix) thereafter, 99.99%to the Limited Partner; .009%to the General Partner; and

.001% to the Special Limited Partner.

(c) Distributions to be Subject to Rezulatory Restrictions. Notwithstanding the

foregoing, during such time as regulations of the Project Lenders are applicable to the Project, the

total amount ofNet Cash Flow which may be so distributed to the Partners with respect to any fiscal

year shall not exceed such amounts as such regulations permit to be distributed.

1 1.04 Distributions: Capital Transactions and Liquidation ofPartnership. Except as maybe

required under Section 12.02(b),the proceeds resulting from the liquidation ofthe Partnership assets

pursuant to Section 72.02, and the net proceeds resulting from any Capital Transaction, as the case

may be, shall be distributed and applied in the following order of priority:

(a) to thepayment ofall matured debts and liabilities ofthePartnership (including

amounts due pursuant to any Project Loan and all expenses of the Partnership incident to any such

sale or refinancing), excluding (1) debts and liabilities of the Partnership to Partners or any

Affiliates, and (2) all unpaid fees owing to the General Partner under this Agreement;

70

(b) to the setting up of any reserves which the Liquidator (orthe General Partner

if the distribution is not pursuant to the liquidation of the Partnership) deems reasonably necessary

for contingent, unmatured or unforeseen liabilities or obligations of the Partnership;

(c) to the payment of any debts and liabilities (including unpaid fees) owed to the

Partners or any Affiliates by the Partnership for Partnership obligations; provided, howevet, that the

foregoing debts and liabilities owed to Partners and their Affiliates shall be paid or repaid, as

applicable, in the following order of priority, if and to the extent applicable: (i) to the LimitedPartner, an amount equal to any outstanding LIHTC Reduction Guaranty Payment, or any Unpaid

LIHTC Shortfall (applied first to accrued but unpaid interest (at the Default Rate) and then

principal); (ii) to the Limited Partner, an amount equal to any Special Additional Capital

Contribution; (iii) to the payment of any outstanding GP Loans and loans made by the General

Partner pursuant to Section 8. I I (a)(i) and/or 8. I I (a)(ii) pro rata based on their respective outstanding

balances, if applicable; (iv) amounts due under the Development Agreement; (v) amounts due withrespect to Operating Deficit Loans, if any; and (vi) any other such debts and liabilities;

(d) to the General Partner and Limited Partners in proportion to the relative

amounts ofNet Projected Tax Liabilities of the General Partner and the Limited Pafner's members

or partners and their respective members or partners until they each have received, cumulatively, an

amount equal to their respective Net Projected Tax Liabilities;

(e) to payment of the Guarantor LIHTC Compliance Loan;

(Ð to the payment ofthe General Partner's Capital Account in an amount not to

exceed $56,180; and

G) the balance ,9.99oÁ to the General Partner, 90o/o to the Limited Partner, and

.001% to the Special Limited Partner.

Written determination of the proposed distributions of proceeds of Capital

Transactions, showing all relevant calculations and assumptions, shall be delivered to the LimitedPartner and Special Limited Partner not later than twenty (20) days prior to the Partnership entering

into any agreement for a Capital Transaction, and written confirmation or anyrevision thereof shall

be delivered to the Limited Partner and Special Limited Partnernot laterthan twenty (20) days priorto the making of any such distribution.

I 1.05 Distributions and Allocations: General Provisions.

(a) Inanyyearin which aPartnersells, assignsortransfersall oranyportionofanInterest to any Person who during such year is admitted as a substitute Partner, the share ofall profits

and losses allocated to, and of all Net Cash Flow and of all cash proceeds distributable under Section

1 1.04 distributed to, all Partners which is attributable to the Interest sold, assigned or transferred

shall be divided between the assignor and the assignee ratably on the basis of the number ofmonthly

71

periods in such year before, and the number of monthly periods on and after, the first day of themonth during which such Person is admitted as a substitute Partner.

(b) The Partnership shall, subject to any applicable limitation on the distributionof Net Cash Flow and any required approval by the Project Lenders, distribute Net Cash Flow notless frequently than annually in the manner provided in Section 11.03(b).

(c) in the event that there is a determination that there is any original issuediscount or imputed interest attributable to the Capital Contribution of any Partner, or any loanbetween a Partner and the Partnership, any income or deduction of the Partnership attributable tosuch imputed interest or original issue discount on such Capital Contribution or loan (whether stated

or unstated) shall be allocated solely to such Partner.

(d) In the event that the deduction ofall or a portion ofany fee paid or incurred bythe Partnership to a Partner or an Affiliate of a Partner is disallowed for federal income tax purposes

by the Intemal Revenue Service with respect to a taxable year of the Partnership, the Partnershipshall then allocate to such Partner an amount of gross income of the Partnership for such year equal

to the amount of such fee as to which the deduction is disallowed.

(e) If any Partner's Interest in the Partnership is reduced but not eliminatedbecause of the admission of new Partners or otherwise, or if any Partner is treated as receiving anyitems of property described in Section 751(a) of the Code, the Partner's Interest in such items ofSection 751(a) property that was property of the Partnership while such Person was a Partner shallnot be reduced, but shall be retained by the Partner so long as the Partner has an Interest in thePartnership and so long as the Partnership has an Interest in such property.

(Ð ln accordance with Section 704(c) of the Code (relating to allocations withrespect to appreciated contributed property) and the Regulations thereunder, income, gain, loss, and

deduction with respect to any property contributed to the capital ofthe Partnership shall be allocated,

solely for tax pu{poses, among the Partners so as to take account of any variation between theadjusted basis of such property to the Partnership for federal income tax purposes and its fair marketvalue. Any elections or other decisions relating to such allocations shall be made by the GeneralPartner in any manner that reasonably reflects the purpose and intention of this Agreement.

(g) In the event that the General Partner makes any Operating Deficit Loanspursuant to Section 8.11(b), any deductions or losses of the Partnership attributable to the use ofthose funds shall be specially allocated to the General Partner.

(h) Any income attributable to the Capital Contribution of the General Partnerwill be allocated to the General Partner.

(i) Any income attributable to the modification ofany ofthe Project Loan(s) shallbe allocated 100% to the General Partner.

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11.06 Capital Accounts.

(a) Establishment and Maintenance. A separate Capital Account shall be

maintained and adjusted for each Partner. There shall be credited to each Partner's Capital Accountthe amount of its Capital Contribution, the fair market value of any property contributed to the

Partnership (net of any liabilities secured by such property) and such Partner's distributive share ofthe net income gains and profits for tax purposes of the Partnership; and there shall be charged

against each Partner's Capital Account the amount of all cash flow distributed to such Partner, the

fair market value of any properly distributed to such Partner (net of any liabilities secured by such

property), the net proceeds resulting from the liquidation of the Partnership's assets or from any sale

or refinancing ofthe Project distributed to such Partner, and such Partner's distributive share of the

losses for tax purposes of the Partnership. Each Partner's Capital Account shall be maintained and

adjusted in accordance with the Code and the Treasury Regulations thereunder. The foregoingprovisions and the other provisions of this Agreement relating to the maintenance of Capital

Accounts are intended to comply with Treas. Reg. $ 1.704-l(b), and shall be interpreted and applied

in a manner consistent with such regulations. It is the intention of the Partners that the Capital

Accounts maintained under this Agreement be determined and maintained throughout the full term

of this Agreement in accordance with the accounting rules of Treas. Reg. $ 1.70a-lþ)(2)(iv).

(b) Deficit Capital Accounts: Regulatorv Liquidation. In the event that the

Partnership is liquidated within the meaning of Treas. Reg. $ 1.704-1(b)(2xiÐ(Ð, if the General

Partner's Capital Account has a deficit balance (after giving effect to all contributions, distributionsand allocations), the General Partner shall make Capital Contributions in the amount of such deficitin compliance with Treas. Reg. $1.704-1(bx2xiÐ(b)(3). In the event that the Limited Partner's

Capital Account should have a deficit balance at such time, it shall have no obligation to fund orotherwise contribute capital to the Partnership in connection with such deficit. Notwithstanding the

foregoing, in the event the Partnership is liquidated within the meaning of Treas. Reg. $ l-7Q4-

t(bx2xiixg) but no event has occurred under Section 12.01 to dissolve the Partnership, the

Partnership assets shall not be liquidated, the Partnership's liabilities shall not be paid or discharged,

and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have

contributed all of its assets and liabilities to a new limited partnership in exchange for an interest inthe new limited partnership. Immediately thereafter, the terminated Partnership shall be deemed to

have distributed interests in the new limited partnership to the Parhrers of the terminated Partnership

in proportion to their respective interests in the terminated Partnership in liquidation of the

terminated Partnership.

73

11.07 Special Allocations. Notwithstanding anything to the contrary contained in Section

I 1.01(a) or (b), the following special allocations in all events apply in determining the allocation ofProfits and Losses among the Partners and are made prior to the allocations required under $ 1 I .01 (a)

and (b):

(a) Depreciation and LIHTC.

(i) Depreciation (cost recovery) deductions and LIHTC are allocated to

the Partners in accordance with their Percentage Interests.

(ii) Any recapture of LIHTC is allocated to the Partners that were allocated

(or whose predecessors-in-interest were allocated) the depreciation/cost recovery deduction and

LIHTC associated therewith.

(b) Limitation on Allocations of Losses.

(Ð To the extent the allocation of any Losses to a Partner would cause that

Partner to have an Adjusted Capital Account Deficit at the end of any fiscal year of the Partnership,

then those Losses will not be allocated to that Partner, but rather will be specially allocated to the

remaining Partners in proportion with their relative interests in the Partnership.

(ii) In the event some but not all of the Partners would have Adjusted

Capital Account Deficits due to an allocation of Losses, the limitation set forth in thisSection 1 1.07(b) shall be applied on a Partner-by-Partner basis so as to allocate the maximumpermissible Losses to each Partner who is not a General Partner under Treas. Reg.

$ I .704- I (b)(2xiixd). All Losses ìn excess of the limitation set forth in this Section I 1 .07(b) shall be

allocated to the General Partner.

(c) Profit Chareeback, To the extent any l,osses are specially allocated to a Partner

in accordance with Section I 1.07(b), then Profits will thereafter first be specially allocated to such

Partner in proportion to and in an amount (1) up to but not exceeding the amount of any such special

allocation of Losses away from such Partner under such subparagraph (b) but (2) not to the extent that

Losses or depreciation deductions would be allocated to the remaining Partners in excess ofthe amount

permitted by 1 1.07(b).

(d) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year shall be

allocated to the Partners in accordance with their Percentage Interests.

(e) Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions forany fiscal year shall be specially allocated to the Partner or Partners that bear the Economic Risk ofLoss with respect to the Partner Nonrecourse Debt to which such Partner Non¡ecourse Deductions

are attributable in accordance with Treas. Reg. $l .704-2(b)(4) and Treas. Reg. $1.70a-2(i).

74

(Ð Partnership Minimum Gain Chareeback. Notwithstanding any otherprovisionof this Agreement, if there is a net decrease in the Partnership's Minimum Gain attributable toNonrecourse Liabilities during any taxable year, each Partner shall be specially allocated apro rataportion of each of the Partnership's items of income and gain for such year (and, if necessary forsubsequent years) in proportion to, and to the extent of, an amount equal to such Partner's share ofthe net decrease in such Minimum Gain during such taxable year as determined in accordance withthe provisions of Treas. Reg. $ I .70a-2G)Q). In the event that such net decrease in the Partnership'sMinimum Gain occurs in connection with the disposition of all or any portion of the Project, then

any items of Partnership income or gain allocated in accordance with the previous sentence shall firstconsist of gain recognized by the Partnership as a result of such disposition. It is the intent that the

allocations provided in this Section 11,07(Ð shall be determined in accordance with and only to the

extent required by Treas. Reg. $l .704-2(Ð and $(2)(i).

(g) PartnerMinimum GainCharseback. Notwithstandinganyotherprovisionofthis Agreønent, if there is a net decrease in the amount of the Partnership's Minimum Gain duringany taxable year with respect to a Partner Nonrecourse Debt, the Partner bearing the Economic Riskof Loss with respect to such PartnerNonrecourse Debt shall be specially allocated apro ratapofüonof each of the Partnership's items of income and gain for such taxable year (and, if necessary, forsubsequent years) in proportion to, and to the extent ofthe amount of such Partner's share ofthe net

decrease in such Minimum Gain during such taxable year as determined in accordance with theprovisions of Treas. Reg. $1 .704-2(i)(4\. In the event that such net decrease in the Partner's

Minimum Gain occurs in connection with the disposition of all or any portion of Project, then any

items of Partnership income or gain allocated in accordance with the previous sentence shall firstconsist of gain recognized by the Partnership as a result of such disposition. It is the intent that the

allocations provided in this Section 1 I .07(g) shall be determined in accordance with and only to the

extent required by the provisions of Treas. Reg. $1.704-2(i) and (iX2XiÐ.

(h) Oualified Income Offset. If a Parhrer unexpectedly receives any adjustments,

allocations, or distributions described in $1.704-1(bX2XiiXdX4), (5) or (6) of the Regulations, then

items ofPartnership income or gain will be specially allocated to that Partner in an amount and manner

sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficitof that Partner as quickly as possible. The special allocations required pursuant to this subparagraph (h)

are made only if and to the extent that such Partner would have an Adjusted Capital Account Deficitafter all other allocations provided for in this Article 1l have been tentatively made as if this

subparagraph (h) were not in the Partnership Agreement. This subparagaph (h) is intended to complywith the qualified income ofßet requirements of $1.704-1(bx2xii)(d) of the Regulations and will be

interpreted consistently therewith.

(i) Gross Jncome Allocation. In the event any Partner has a defìcit Capital

Account at the end of any fiscal year in excess of the sum of (i) the amount that such Partner mustrestore pursuant to any provision of this Agreement, if any, and (ii) the amount such Partner is

deemed obligated to restore pursuant to the penultimate sentence of Treas. Reg. $ 1.704-2(g) and $

1.104-2(i)(5), such Partner shall be specially allocated items of Partnership income and gain in the

75

amount of such excess as quickly as possible, provided that an allocation pursuant to this Section

11.07(i) shall be made if an,il only to the extent that such Partner would have a deficit Capital

Account in excess of such sum after all other allocations provided for in this Article XI have been

tentatively made as if this Section i 1.07(i) and Section I 1.07(h) hereof were not in the Agreement.

1j¡ $754 Adiustment. To the extent an adjustment to the adjusted tax basis of any

Partnership Property undertaken pursuant to $734(b) or 743(b) of the Code is required to be taken into

account in determining the Capital Accounts of the Partners under Treas. Reg. $i.704-1(b)(2)(iv)(m),then the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the

adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such

guitr or loss will be specially allocated to the Partners in amanner consistent with themanner in which

their Capital Accounts are required to be adjusted pursuant to the aforementioned section of the

regulations.

(k) Intentionally Deleted.

(l) Excess Nonrecourse Liabilities. Solely for purposes of determining a Parürer's

proportionate share of the "excess noffecouße liabilities" of the Partnership within the meaning ofTreas. Reg. g1.752-3(a)(3), the Parfirers' respective interests in Partnership Profits shall equal their

Percentage lnterests (determined without regard to Section 11.07(a)-(k).

(m) Authoritv tq Vary Allocations to Preserve and Protect Partners' Intent

(i) It is the intent of the Partners that each Partner's distributive share ofincome, gain, loss, deduction, or credit (or item thereof) shall be determined and allocated in

accordance with this Article XI to the fullest extent permitted by Section 704(b) of the Code. In

order to preserve and protect the determinations and allocations provided for in this Article XI, the

General Partner, shall upon the direction in writing ofthe Special Limited Partneç allocate income,

gain, loss, deduction, or credit (or item thereof) arising in any year differently than otherwise

provided for in this Article XI as necessary to ensure that all allocations of income, gain, loss,

àeduction o¡ credit (or item thereof) to the Partners are permitted by Section 704(b) of the Code and

Treasury Regúlations promulgated thereunder. Any allocation made pursuant to this Section 1 1.07

shall be deemed to be a complete substitute for any allocation otherwise provided for in this Article

XI and no amendment of this Agreement or approval of any Partner shall be required.

(ii) In making any allocation (the "new allocation") under Section

I 1 .07(mXi), the General Partner is authorized to act only upon the direction in writing ofthe Special

Limited Partner or the Limited Partner.

(iii) If the General Partner receives a recommendation from the

Accountants to make any new allocation in a manner less favorable to the Limited Partner than is

otherwise provided for in this Article XI, then the General Partner shall do so only with the Limited

Partner's or the Special Limited Partner's Consent and only after having given the Limited Partner

76

and the Special Limited Partner the opporfunity to discuss such allocation with the Accountants, and

only after the General Partner has been advised by the Accountants that it is permitted by Section

704(b) of the Code, to allocate income, gain, loss, deduction, or credit (or item thereof) arising inlater years in such manner so as to bring the allocations of income, gain, loss, deduction, or credit (or

item thereof¡ to the Limited Partners as nearly as possible to the allocations thereof otherwise

contemplated by this Article XI.

(n) Grant Income. Any income recognized as a result of any receipt of grants bythe Partnership shall be allocated one hundred percent (100%) to the General Partner. However, ifthe General Partner is exempt from federal income taxation under Code Section 501(c)(3) or any

other Code provision, then the allocations to the General Partner under this Section 1 1.07(n) shall be

limited to the highest percentage of the Partnership's property treated as tax-exempt use property, as

reflected in the Projections.

1 1.08 Desisnation ofTax Matters Pafner. The General Partner hereby is designated as TaxMatters Partner of the Partnership, and shall engage in such undertakings as are required of the TaxMatters Partner of the Partnership, as provided in regulations pursuant to Section ó231 of the Code.

Each Partner, by its execution of this Agreement, Consents to such designation of the Tax Matters

Partner and agrees to exgcute, certifr, acknowledge, deliver, swear to, file and record at the

appropriate public offices such documents as may be necessary or appropriate to evidence such

Consent. Notwithstanding the foregoing, the Limited Partner has the right to approve and disapprove

all substantial actions that may be taken by the General Partner in its capacity as Tax Matters Partner.

Notwithstanding any other provision of this Agreement, the Special Limited Partner hereby isgranted authority at any time to be admitted as a general partner by converting all or portion of itslimited partner Interest to a general partner Interest for the purpose of acting as the Tax Matters

Partner with all the authority and powers given to the General Partner as Tax Matters Partner of the

Partnership under the Code and under this Agreement. The Special Limited Partner may exercise itsright to assume the Tax Matters Partner responsibilities for the Partnership, as provided herewith,

upon ten (10) days notice to the then existingTax Matters Partner and General Partner and may

continue as Tax Matters Partner indefinitely. In the event that the Special Limited Partner exercises

its right to become a general partner and to assume duties ofthe Tax Matters Partner, the pre-existing

Tax Matters Partner will resign in accordance with Treas. Reg. $ 301.6231(a)(7)-l(Ð and willredesignate the new general partner as Tax Matters Partner in accordance with Treas. Reg.

$ 301.6231(aX7)-l (e). Each Partner, by its execution of this Agreement Consents to such admission

and designation and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the

appropriate public offices such documents as may be necessary or appropriate to evidence such

Consent. The Special Limited Partner shall, upon such admission, replace the General Partner as

Tax Matters Partner and shall have thereafter all the authority and powers given to the General

Partner as Tax Matters Partner of the Partnership under the Code and under this Agreement. Unless

otherwise specifically provided or agreed, the new Tax Matters Partner General Parhrer in these

circumstances will not be responsible for or have the right to conduct any operational ormanagerial

functions of the Partnership besides those required to discharge its responsibilities as Tax Matters

Partner.

77

I 1.09 Authoritv of Tax Matters Partner.

(a) The Tax Matters Partner shall have and perform all of the duties required

under the Code, including the following duties:

(i) Furnish the name, address, profits interest, and taxpayeridentificationnumber

of each Partner to the Intemal Revenue Service (the "Service"); and

(ii) Within five calendar days after the receipt by the General Partner or an

Affiliate thereof or the Partnership of any correspondence or cornmunication relating to the

Partnership or a Partner or an Affiliate of a Partner from the Service, the Tax Matters Partner shall

forward to each Partner a photocopy of all such correspondence or communication(s). The Tax

Matters Partner shall, within five calendar days thereafter, advise each Partner in writing of the

substance and form of any conversation or communication held with any representative of the

Service.

(b) The Tax Matters Partnershall, upon requestbythe Limited PartneE permit the

Limited Partner to include its attomey in the power of attorney (Form 2848) for the Partnership for

any taxable years under a tax audit or in a tax administrative Appeals process.

(c) TheTax Matters Partnershall notwithoutthe Consent ofthe Special Limited

Partner:

(i) Extend the statute of limitations for assessing or computing any tax liabilityagainst the Partnership (or the amount of character of any Partnership tax items);

(ii) Engage an accounting firm or counsel to represent the Partnership before the

Internal Revenue Service;

(iii) Settle any audit with the Service conceming the adjustment or readjustment ofany partnership item(s) (within the meaning of Section 6231(aX3) of the Code);

(iv) File a request for an administrative adjustment with the Service at anytime or

file a petition for judicial review with respect to any such request or select the forum for judicial

review of any lntemal Revenue Service determination;

(v) Initiate or settle any judicial review or action concerning the amount or

character of any partnership tax item(s) (within the meaning of Section 6231(a)(3) of the Code);

(vi) lntervene in any action brought by any other Partner forjudicial review ofafi nal partnership administrative adjustment; or

78

(vii) Take any other action not expressly permitted by this Section I I .09 on behalfof the Partners of the Partnership in connection with any adrninistrative or judicial tax proceeding.

(d) In the event of any Partnership-level proceeding instituted by the Servicepursuant to Sections 6221 tlrough6233 of the Code, the Tax Matters Partner shall consult with theSpecial Limited Partner regarding the nature and content of all action and defense to be taken by thePartnership in response to such proceeding. The Tax Matters Partner also shall consult with theSpecial Limited Partner regarding the nature and content of any proceeding pursuant to Sections6221throufii 6233 of the code instituted by or on behalf ofthe Partnership (including the decision toinstitute proceedings, whether administrative or judicial, and whether in response to a previousService proceeding against the Partnership or otherwise).

1 1.10 Expenses ofTax Matters Partner. The Partnership shall indemnifo and reimburse theTax Matters Partner for all expenses, including legal and accounting fees, claims, liabilities, lossesand damages incurred in connection with any administrative or judicial proceeding with respect tothe tax liability of the Partners. The payment of all such expenses shall be made before anydistributions are made from Net Cash Flow or any discretionary reserves are set aside by the GeneralPartner. The General Partner shall have the obligation to provide funds for such purpose to theextent that Partnership funds are not otherwise available therefor. The taking of any action and theincurring of any expense by the Tax Matters Partner in connection with any such proceeding, exceptto the extent required by law, is a matter in the sole discretion of the Tax Matters Partner and theprovisions on limitations of liability of the General Partner and indemnification set forth in Section8.08 of this Agreement shall be f.rlly applicable to the Tax Matters Partner in its capacity as such.

ARTICLE XIISALE. DIS S OLUTION AND LI_QJJIDATION

12.01 Dissolution of the Partnership. The Partnership shall be dissolved upon the earlier ofthe expiration of the term of the Partnership, or upon:

(a) the withdrawal, Bankruptcy, death, dissolution or adjudication ofincompetency of the General Partner who is at that time the sole General Partner, subject to theprovisions of Section 6.03, unless a majority in interest ofthe other Partners, within ninety (90) days

after receiving Notice of such withdrawal, Bankruptcy, death, dissolution or adjudication ofincompetence, elects to designate a successor General Partner(s) and continue the Partnership uponthe admission of such successor General Partner(s) to the Partnership;

(b) the sale or other disposition of all or substantially all of the assets of thePartnershíp, subject to the provisions of Section 6.03;

(c) the election by the General Partner, with the Consent of amajority in interestof the other Partners; or

79

(d) any other event causing the dissolution of the Partnership under the laws oftheCommonwealth of Virginia.

12.02 Windine Up and Distribut-ion.

(a) Upon the dissolution of the Partnership pursuant to Section 12.01, (i) aCertificate of Cancellation shall be filed in such offices within the Commonwealth of Virginia as

may be required or appropriate and (ii) the Partnership business shall be wound up and its assets

liquidated as provided in this Section 12.02 and the net proceeds of such liquidation, except as

provided in Section 12.02(b) below, shall be distributed in accordance with Section 11.04.

(b) it is the intent of the Partners that, upon liquidation of the Partnership, any

liquidation proceeds available for distribution to the Partners be distributed in accordance with the

Partners' respective positive Capital Account balances and in accordance with Treas. Reg. $ 1.704-

1(bX2XiÐ(ôX2). The Partners believe that distributions under Section 11.04 will effecfuate such

intent. In the event that, upon liquidation, there would otherwise be any conflict between a

distribution pursuant to the Partners'respective positive Capital Account balances and the intent ofthe Partners with respect to distribution of proceeds as provided in Section I 1.04, the Liquidatorshall, notwithstanding the provisions of Sections 11.01, 11.02, 11.03 and 11.05, allocate the

Partnership's gains, profits and losses in a manner that will, as nearly as possible, cause the

distribution of liquidation proceeds to the Partners to be in accordance both with the Partners'

economic expectations as set forth in Section I 1.04 and theirrespective Capital Accountbalances. Ifthe Partnership's gains, profits and losses are insufficient to cause the Partners' Capital Accounts to

be in such amounts as will permit liquidation proceeds to be distributed both in accordance with the

Partners'respective positive Capital Account balances and Section ll.D4,then liquidation proceeds

shall be distributed in accordance with the Partners' respective positive Capital Account balances

after the allocations described herein have been made.

(c) The Liquidator shall file all certificates and notices of the dissolution of the

Partnership required by law. The Liquidator shall proceed without any unnecessary delay to sell and

otherwise liquidate the Partnership's property and assets; provided, however, that if the Liquidatorshall determine that an immediate sale ofpart or all of the Partnership property would cause undue

loss to the Partners, then in order to avoid such loss, the Liquidator may, except to the extent

provided by the Act, defer the liquidation as may be necessary to satisfy the debts and liabilities ofthe Partnership to Persons other than the Partners. Upon the complete liquidation and distribution ofthe Partnership assets, the Partners shall cease to be Partners of the Partnership, and the Liquidatorshall execute, acknowledge and cause to be filed all certificates and notices required by the law to

terminate the Partnership.

(d) Upon the dissolution of the Partnership pursuant to Section 12.01, the

Accountants shall promptly prepare, and the Liquidator shall fumish to each Partner, a statement

setting forth the assets and liabilitìes of the Partnership upon its dissolution. Promptlyfollowingthe

80

complete liquidation and distribution of the Partnership property and assets, the Accountants shallprepare, and the Liquidator shall furnish to each Partner, a statement showing the manner in whichthe Partnership assets were liquidated and distributed.

ARTICLE XIIIBOOKS AND RECORDS. ACCOUNTING.

TAX ELECTIONS. ETC.

13.01 Books of Account. The General Partner shall keep proper and complete books ofaccount for the Partnership. Such books of account shall be kept at the principal office of thePartnership and shall be open at all times for examination and copying by the Limited Partner or itsauthorized representatives. The General Partner shall retain such books ofaccount for six years afterthe later of the termination of the Partnership or the end of all applicable compliance periods underthe Regulations. All decisions as to the fiscal year and accounting methods to be used by thePartnership shall be made only with the prior written consent of the Limited Partner. kr addition, theGeneral Partner shall comply with all record keeping and record retention requirements applicable tolow-income housing projects under the Code and Regulations, and shall provide such information tothe Partners for their compliance.

13.02 Financial Reports.

(a) Agreement with VHCC The Partnership shall enter into an agreement with VirginiaHousing Capital Co¡poration ("VHCC"), essentially in the form attached hereto as E¡þ!þ!!.Lpursuant to which VHCC will provide certain accounting and reporting services to the Partnership.

(b) Monthlv Reports. Within ten days after the end of each month, the General Partnershall deliver to the Partners with respect to such month a cash flow statement for the Partnership,with a detailed itemization of all Partnership receipts and expenses, and with such additionalinformation as shall be reasonably requested by the Partners (the foregoing, collectively, the "CashFlow Report"). Notwithstanding the foregoing, if the Limited Partner believes that the Project isexperiencing or may experience adverse operating results or any other material adverse condition, theLimited Partner, by notice to the General Partner, may require the delivery of Cash Flow Reportswithin five days after the end of each month, until such time as the Limited Partnerbelieves that theadverse condition affecting the Project is no longer present or threatened. At Limited Partner'srequest, copies of all proposed leases and tenant income certification information for the initialoccupant of each dwelling unit shall be delivered concurrently with such Cash Flow Report prior toexecution thereof by the Partnership.

(c) Govemmental and Lender Reports. The General Partner shall also deliver to theLimited Partner any financial or performance report required to be provided by the Partnership to anyfederal, state or local governmental agency or to any Partnership lender. Any such report shall be

8l

delivered to the Limited Partner within five days after such report is filed with any suchgovernmental agency or Partnership lender.

13.03 Budgets and General Disclosure. The General Partnershall prepare and deliverto theLimited Partner no later than the 60 days prior to the beginning of each fiscal year of the Partnershipa detailed annual operating and capital improvements budget for the operation ofthe Project duringsuch fiscal year. Such budgets shall specifically list all budgeted expenses in all major categoriesincluding, but not limited to, administration, operation, repairs and maintenance, utilities, taxes,insutance, interest, debt service with respect to the Project Loans, capital improvements, and allbudgeted expenses which are to be paid to the General Partner or its Affiliates. Such a budget shallbe deemed "approved" for purposes of this Partnership Agreement only when such budget has beenapproved by the Limited Partner. The General Partner shall keep the Limited Partner informedconceming the general state of the business and financial condition ofthe Partnership and shall, uponthe reasonàble request of the Limited Partner, furnish to the Limited Partner fuIl information,accounts and documentation conceming the state of the business and financial condition of thePartnership. The General Partner shall also provide the following statements or disclosures to theLimited Partners:

(a) Semiannual Reports. Semiannually, within 45 days after the end of the second andfourth fiscal quarters of the Partnership, until the later to occur ofthe following events: (i) all CapitalContribution installments of the Limited Partner have been made, or (ii) the Project is placed inservice, a report on the status of the Partnership. Such report will include the following, and willcontain updated and revised information if there has been any change in facts previously reported.

(i) a description of the Project, including the status of construction orrehabilitation to be performed in connection with the Project (which information shall beprovided on the Project until construction or rehabilitation is complete);

(ii) a description of the financing for the Project, including mortgage financing,any state or local govemment loans, any operating deficit guaranty, the Limited Partner'sCapital Contributions to the Partnership and any other contributions or loans to thePartnership;

(iii) a description of any applicable ¡ental subsidy for the Project;

(iv) the terms ofanyperformancebonds, development cost guarantees, operatingdeficit guârantees and other credit enhancements provided in connection with the Project;

(v) the fees, and other financial incentives provided to the General Partner and itsAffiliates; and

(vi) any draw or call upon or demand for payment of or under any operating deficitguarantee, operating reserve, contractor performance bonds or completion guarantee.

82

(b) Arulual Reports. Within 100 days afterthe end ofeach fiscal year ofthe Partnership,a statement prepared by the General Partner, which statement shall include the following:

(Ð a report summarizing the fees, commissions, compensation and otherremuneration and reimbursed expenses paid by the Partnership for such fiscal year to theGeneral Partner or any Affiliates of the General Partner and the services performed;

(ii) a report ofthe activities and investments ofthe Partnership during the periodcovered by the report; and

(iii) a comparison of actual and projected tax benefits for the year.

The statement will be accompanied by audited financial statements of anyAffiliateGuarantor.

(c) Demands for Palrrnent. Within three business days of the exercise thereof, any drawor call upon or demand for payment of or under any operating deficit guarantee, operating reserve,contractor performance bonds or completion guarantee.

(d) Notices of Default. Immediately upon notice of such a default, any default by thePartnership in any loan, including any state or local govemment loan or other financial obligation, ofthe Partnership or its General Partner.

(e) Notices of IRS Proceedings. Immediately upon receipt of such notice, any notice ofany IRS proceeding or any other audit, review or inspection by an federal, state or localgovernmental agency or Project Lender involving the Partnership.

13.04 Tax Information. The General Partner shall file all necessary tax forms related to theformation of the Partnership, including, if required, Form8264 (related to the registration of a taxshelter). VHCC shall also provide such federal tax information as required underits agreement withthe Partnership as set forth on Exhibit J.

13.05 Selection of Accountants. The Limited Partner shall be entitled to select a firm ofcertified public accountants that are experienced in LIHTC and that will prepare the Partnership'syear-end financial statements and the Partnership's annual tax retums. The fee of such accountantsshall be paid by the Limited Partner out of the accounting fee payable to it pursuant to Section 5.5(c)of this Partnership Agreement.

13.06 Section 754 Elections. In the event of a transfer of all or any part of the Interest of aGeneral Partner or of a Limited Partner, the Partnership may elect, pursuant to SectionsT43 and754ofthe Code (or any corresponding provision of succeeding law), to adjust the basís ofthe Partnershipproperty i{ in the opinion of the Limited Partner, based upon the advice of the Accountants, such

83

election would be most advantageous to the Limited Partner. Each Partner agrees to fumish thePartnership with all information necessary to give effect to such election.

13.07 Fiscal Yeqr and Accounting Method. The fiscal year of the Partnership shall be thefiscal year of the Limited Partner, which ends at December 3 1,2007;provided, however, that uponrequest from the Limited Partner, the fiscal year of the Partnership shall become the calendar year.All Partnership accounts shall be determined on an accrual basis.

13.08 Late Report Penalties. (i) Intheeventthattherçortsofinformationprovidedforin Sections 13.02(b) or 13.03 above are, at any time, not provided within the time frames set forththerein, the General Partner shall be obligated to pay to the Limited Partner the sum of $200.00 perday, as liquidated damages, for each day from the date upon which such report(s) or information is(are) due pursuant to the provisions of the aforesaid Sections until the date upon which such report(s)or information is (are) provided in form acceptable to the Limited Partner. In the event that thereporting requirements set forth in any of the above provisions of this Article XIII are not met, theLimited Partner, in its reasonable discretion, may direct the General Partner to dismiss theAccountants, and to designate successor Accountants, subject to the approval ofthe Limited Partner;provided, however, that if the General Partner and the Limited Partner cannot agree on thedesignation of successor Accountants, the successor Accountants shall be designated by the LimitedPartner in its sole reasonable discretion, and the fees of such successor Accountants shall be paid bythe General Partner.

ARTICLE XIVAMENDMENTS

14.01 Proposal and Adoption of Amendments. This Agreement may be amended by theGeneral Partner with the Consent of the Limited Partner; provided that such Consent shall not beun¡easonably withheld as to anyproposed amendment which does not affect the obligations of theGeneral Partner or the rights of any of the Partners under this Agreement; and further provided that,if the Limited Partner proposes an amendment to this Agreement which either (a) increases orimposes upon the Limited Partnerthe obligation to restore a deficit balance in its Capital Account, or(b) prospectively decreases the obligation of the Limited Partner to restore a deficit balance in itsCapital Account in a subsequent Fiscal Year ofthe Partnership, the General Partner shall effectuatethe adoption of such amendment; provided, however, that the General Partner shall notbe liable tothe Limited Partner for any adverse tax consequences that may result from any such increase ordecrease.

ARTICLE XVCONSENTS. VOTING AND MEETTNGS

84

15.01 Method of Givine ColseJrt. Any Consent required by this Agreement may be givenby a written Consent given by the consenting Partner and received by the General Partner at or priorto the doing of the act or thing for which the Consent is solicited.

15.02 Submissions to Limited Partners. The General Partner shall give the Limited PartnerNotice of any proposal or other matter required by any provision of this Agreement or by law to besubmitted for consideration and approval of the Limited Partners. Such Notice shall include anyinformation required by the relevant provision or by law.

15.03 Meetines: Submission of Matter for Votíng. A majority in Interest of the LimitedPartners shall have the authority to convene meetings of the Partnership and to submit matters to avote of the Partners.

ou*ffi?ktoîÏrtro*t

16.01 Burden and Benefit. The covenants and agreements contained herein shall bebindingupon and inure to the benefit of the heirs, executors, administrators, successors and assigns of therespective parties hereto.

16.02 Applicable Law. This Agreement shall be construed and enforced in accordance withthe laws of the Commonwealth of Virginia.

16.03 Counterparts. This Agreement may be executed in several counterparts, each ofwhich shall be deemed to be an original copy and all of which together shall constitute oneagreement binding on all parties hereto, notwithstanding that all the parties shall not have signed thesame counterpart.

16.04 Separabilltv of Provisionq. Each provision of this Agreement shall be consideredseparable, and if for any reason any provision which is not essential to the effectuation of the basicpurposes of this Agreement is determined to be invalid and contrary to any existing or future law,such invalidity shall not impair the operation of or affect those provisions of this Agreement whichare valid.

16.05 Entire Asreement. This Agreement sets forth all (and is intended by all parties to bean integration of all) of the representations, promises, agreements and understandings among theparties hereto with respect to the Partnership, the Partnership business and the property of thePartnership, and there are no representations, promises, agreements or understandings, oral orwritten, express or implied, among them other than as set forth or incorporated herein.Notwithstanding anything to the contrary in this Agreement or the Commitment Letter, the terms andconditions of this Agreement supersede the terms and conditions of the Commitment Letter.

85

16.06 Liabilit]¡ ofthe Limited Partner. Notwithstanding anything to the contrary containedherein, neither the Limited Partner nor any of its members shall have any personal liability to any ofthe parties to this Agreement with regard to the representations and covenants extended, or theobligations undertaken, by the Limited Partner under this Agreement, except that the Limited Partnershall be personally obligated to fund its Capital Contributions when, as and if required by thisAgreement and subject to any defenses and offsets it may have with respect to the funding of suchCapital Contributions. In the event that the Limited Partner shall be in default under any ofthe terms

of this Agreement, the sole recourse of any party hereto for any indebtedness due hereunder, or forany damages resulting from any such default by the Limited Partner, shall be either against theInterest of the Limited Partner and the capital contributions of the members of the Limited Partner(either directly or through another Limited Partner) allocated to, and remaining for investment in, thePartnership; provided, however, that under no circumstances shall the liability of the Limited Partnerfor any such default be in excess of the amount of Capital Contribution payable by the LimitedPartner to the Partnership, under the terms of this Agreement, at the time of such default, less thevalue of the Interest of the Limited Partner, if such lnterest is claimed as compensation for damages.

16.07 Environmental Protection.

(a) The General Partner represents and warrants that (i) it has no knowledge ofany deposit, storage, disposal, burial, discharge, spillage, uncontrolled loss, seepage or filtration ofanyHazardous Substances at, upon, rurder or within the Land or any contiguous real estate and (ii) ithas not caused or permitted to occur, and it shall not permit to exist, any condition which may cause

a discharge of any Hazardous Substances at, upon, under or within the Land or on any contiguousreal estate.

(b) The General Partner further represents and warrants that (i) neither it nor, tothe best of its knowledge, any other party has been, is or will be involved in operations at or,pursuant to the General Partner's best knowledge, near the Land, which operations could lead to (A)a determination of liability under the Hazardous'Waste Laws as to the Partnership or (B) the creationof a lien on the Land under the Hazardous Waste Laws or under any similar laws or regulations; and(ii) the General Partner has not permitted, and will use best efforts not to permit, any tenant oroccupant of the Project to engage in any activity that could impose liability under the HazardousWaste Laws on such tenant or occupant, on the Land or on any other owner of the Project.

(c) The General Partner shall comply strictly and in all respects with a1l materialrequirements of the Hazardous Waste Laws and related regulations and with all similar laws and

regulations.

(d) It shall at all times indemnify and hold harmless the Limited Partner againstand from any and all claims, suits, actions, debts, damages, costs, charges, losses, obligations,judgments and expenses, of any nature whatsoever, suffered or incurred by the Limited Partner and

arising from its investment in the Partnership, under or on account of the Hazardous Waste Laws orany similar laws or regulations, including the assertion of any lien thereunder.

86

(e) For purposes of this Section 76.07, the term "Hazardous Substances" shallmean and include, without limitation, any hazardous, toxic or dangerous substance, waste ormaterial, specifìcally including for purposes of this Agreement any petroleum or crude oil or fractionthereof, friable asbestos or asbestos containing material, polychlorinated biphenyls or urea

formaldehyde foam insulation defined as such in , regulated by or for the purpose of, or in violationof anyHazardous Waste Laws. As used in this Agreement, the term "Hazardous Waste Laws" shallmean any governmental requirements pertaining to land use, air, soil, subsoil, surface water,groundwater (including the quality of protection, clean-up, removal, remediation or damage of or toland, air, soil, subsoil, surface water and groundwater), including, without limitation, the followinglaws as the same may be from time to time amended: the Comprehensive Environmental Response

Liability and Compensation Act,42 U.S.C. $ 9601, et seq., the Resource Conservation and RecoveryAc|42 U.S.C. $6901, et seq., the Toxic Substances Control Act, 15 U.S.C. $ 2601 et seq., theFederal Water Pollution Control Act, 33 U.S.C. $1251 et seq., the Safe Drinking Water Act,42U.S.C. $ 300f el seq., the Clean Air Act, 42 U.S.C. $ 7401 et seq., the Rivers and Harbors Act, 33

U.S.C. $ 401 et seq., the Transportation Safety Act of 1974, portions of which are located at 49U.S.C. $ 1801 et seq., the Endangered Species Act, 16 U.S.C. $ 1531 et seq., or any so-called

"superfund" or "superlien" law, together with any other foreign or domestic laws (federal, state,provincial or local), common law, local rule, regulation (including, without limitation, any futurechange in judicial or administrative decisions interpreting or appllng any of the laws, rules orregulations referred to herein) relating to emissions, discharges, release or threatened releases ofanyHazardous Substances into ambient air, land, soil, subsoil, surface water, groundwater, personalproperty or structures; or otherwise relating to the manufacture, processing distribution, use

treatment, storage, disposal, transport, discharge orhandling of anyHazardous Substances, now or at

any time hereafter in effect.

16.08 Notices. All notices, demands, requests or other communications to be sent by oneparty to the other hereunder or required by law shall be in writing and shall be deemed to have beenvalidly given or served by delivery of same in person to the addressee or by depositing same withFederal Express for next business day delivery or by depositing same in the United States rnail,postage prepaid, registered or certified mail, retum receipt requested, addressed as follows:

To the Limited Partner:

Housing Equity Fund of Virginia XI, L.L.C.c/o Virginia Housing Capital Corporation1840 West Broad StreetRichmond, Virginia 23220-21 5l

with a copy to:

Applegate &Thome-Thomsen, P.C.322 South Green St¡eet

(a)

87

(b)

Suite 400Chicago, Illinois 60607Attention: Thomas Thome-Thomsen

CVHC Colonial Heights Apartments, Inc.208 Hudgins RoadFredericksburg, VA 22408Attention: Gary Parker, President

with a copy to:

Kanady & Quinn, P.C.7130 Glen Forest DriveSuite 120

Richmond, Virginia 23226Attention: Johnson Kanady III

All notices, demands and requests shall be effective upon such personal delivery or uponbeing deposited with Federal Express or in the United States mail as required above. However, withrespect to notices, demands or requests so deposited with Federal Express or in the United Statesmail, the time period in which a response to any such notice, demand orrequest must be given shallcommence to run from the next business day following any such deposit with Federal Express or, inthe case of a deposit in the United States mail as provided above, the date on the return receipt of thenotice, demand or request reflecting the date of delivery or rejection of the same by the addressee

thereof. Rejection or other refusal to accept or the inability to deliver because of changed address ofwhich no notice was given shall be deemed to be receipt of the notice, demand or request sent. Bygiving to the other party hereto at least 30 days' written notice thereof in accordance with theprovisions hereof, the parties hereto shall have the right from time to time to change their respectiveaddresses and each shall have the right to speciff as its address any other address within the UnitedStates of America.

16.09 Headings. A1l section headings are for convenience only and shall not be taken intoconsideration in interpreting or otherwise construing this Agreernent.

I 6.1 0. Pronouns and Plurals. All pronouns and any variations thereof shall be deemed torefer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons

may require.

16.11. VHDA Morteaee Requirements. Notwithstanding any other provision of thisAgreement, this limited partnership and the Partners shall be subject to regulation and supervisionbythe Virginia Housing Development Authority ("VHDA") in accordance with the Virginia HousingDevelopment Authority Act, the Rules and Regulations ofVHDA, and the Deed ofTrust executed or

88

to be executed by the Partnership for the benefit of VHDA and shall be further subject to the exercise

by VflDA of the rights and powers conferred on VHDA thereby. Notwithstanding any otherprovision of this Agreernent, VHDA may rely upon the continuing effect of this provision whichshall not be amended, altered, waived, supplemented or otherwise changed without the prior writtenconsent of VHDC.

I

89

iN TVITNESS WHEREOF, the parties have affixed their signatures and seals to thisAmended and Restated Agree,ment of Limited Parbership of Colonial Heights Aparbnents 2006,L.P., as ofthe date first written above.

Aparhnents, Inc.,

,'Prqside,nt

COMMONWEALTII OF VIRGINIA

Before nre, the undersigned Notary Public in and for the aforesaid County and State,personally appeared Gary Parker, in his capacity as President of CVHC Colonial HeightsApartuents, Ïnc., a Virginia corporation, the Ge,ner¿l Parhrer of Colonial Heights Aparhnelrts ,2006,L.P., a Virginia limited parhership, and being duly svorn, acknowledged the execution of theforegoirig Amended and Restated Agree,ment oflimited Partrership.

Wihess myhand and notarial seal this !k)é"tof May,2008.

Mvq4ËjiÌ'":Tä'*,

)) ss.

)

GE}|ERALPARTNER:CVHC Colonial Hei

90

LIMITED PARTNER:

Housing Equity Fund of Virginia XI, L.L.C., aVirginia limited liability company

By: VirginiaHousing Capital Corporation, itsmanaging merrber

By:

CITY OF RTCHMOND )) ss.

coMMoNwEALTH OF VTRGTNIA )

Before me, the undersigned Notary Public in and for the aforesaid County and State,personally appeared Adld O- Trent, in his capacity as Vice President of Virginia Housing CapitalCorporatio4 as managingmember of Housing EquityFund ofVirginia)t, L.L.C., a Virginia limitedliability company, as Limited Partrer of Colonial Heights Apartments, 2006, L.P, a Virginia limitedparbrership, and being duly swom, acknowledged the execution of the foregoing Amended andRestated Agreement of Limited Partnershþ.

Witress myhand and notarial seal this 1z dayofMay,

My Cornmission þxpires:' -r/ii /zotoRegisûation Number:

7ôs /9?7

fuild O. Trent, Vice hesident

9t

SPECIAL LiMTED PARTNER:

Virginia Affordable Housing ManagementCorporation, a Virginia corporation

"r, A,uXl,W^tfuild O. Trent, hesident

CTTYoFRTCHMOND )) ss.

coMMoNwEALTH OF VrRcrNrA )

Before me, the undersigned Notary Public in and for the aforesaid County and State,personally appeared Arild O. Trent, in his capacity as President of the Special Limited Parfrrer,Virginia Affordable Housing Manageme.nt Corporation, a Virginia corporation, and being dulysworn, acknowledged the execution ofthe foregoing Amended and Restated Agreement oflimitedPartnership.

Witness my hand and notarial seal this / L day of May, 200g.

My CommissionE4pires¡s /è/ /2oro

Registation Number:7as /3çt

92

WITÏTDRAWING LIMIIED.PARTNER:

)) ss.

)

Before me, the undersigned Notary Public in and for the aforesaid County and Statgpersonally appeared Gary Parker, in his capacity as the sole member of GPI}, LLC, theltrithdrawing Limited Parher of Colonial Heights Apartrrents, 20A6, L.P, a Virginia limitedparhership, aad being duly sworr¡ acknowledged the execution of the foregoing Anended andRestated Agreement of Limited Parhrership.

lVitress myhand and not¿rial seal this 16lyh dayofMa¡ 2008.

Tr4"ryì-'l"Ttto*'

c:\Docr¡ments and settings\dcorbett\Application Data$Iummingbhd\Dlu\Tenp\cHlCAco+g1141-v7-colonial_LpA-usE_TÏils_vERsloN.Doc

93

Colonial HeightsApartments 2006,LP

Virginia Affordable HousingManagement Corporation

Special MemberArild Trent, President

Housing Equtty Fund ofVirginia XI

Investor Member

CVHC Colonial HeightsApartments, Inc.General Partner


Executive Director

Virginia Housing capital Corp.Managing Member


0.009% 0.001o/o

TAB C(VA SCC Certification)

I

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f Çtffi tfre lftofbwíngfrorn tfrø Wcor{s of tfre Comwission:

A certificate of llmited partnership was filed with the Cofimiss¡on on behalf of Cohnlsl HeþhbApartments 2006, L.P., a llmlted partnershlp formed under lhe laws of VlRGlNlA, effeclive as ofMarch 02, 2006.

As nf the date below, articles of canceìlalion have not been filed in this officÈ by ColonialHeîghts Apsrtments 2006, L.P., a Mrginia lirnited partnershlp,

Nothing rnore is hereby certified.

Sþne{anfSatfe[ øt Wcfr,norúon tfrís Ðate:

frLørcfr 6, 2A06

1'

ffi-rS0353

ffiturfu flnrpr rerffisn ünmmrrrøisn

f Ce*ify tfre Foffownngþorn tfrc t\çcarfs of t{æ Cowwissían:

The foregoing ic a tn¡o copy of all documentE filed ln thle offÌce by Çolonial Heþhts AparhnonlsÊ00â, LP., a VIRGINIA Limited Partnerehip.

Nothrng more iç hereby certifled.

Sígnel øn{ Sea[ûf at frþfrnon[ on tfrß rÐate:

frlørcfr 6, z0t6

'It. Accfr" Cførflofffi

TAB I)(Princip al' s Previou s P articip ation CertifÏcation)

Previous Porticipotion Certificotion

Coloniol Heighls

Coloniol Heighls Aportments 200ó, L.P.

CVHC Coloniol Heighls Aporlmenls, lnc

INSTRUCTIONS:

I This certificotion must be signed by on individuol who is, or is outhorized to ocf on beholf of the Controlling GenerolPortner (if LP) or Monoging Member (if LLC) of the Applicont, os designoted in the Applicotion. VHDA will occept on

outhorizotion document, which gives signotory oulhorizotion to sign on beholf of the principols.

2 Altoch resumes for eoch principol of lhe generol portnership (GP) or limited liobility compony (LLC) ond on

orgonizotion chort for the limited portnership (LP) ond LLC.

3 A Schedule A is required for eoch principol of lhe GP.

4 For eoch property listed os "non-complionce found," pleose ottoch o detqiled explonotion of the nofure of the non-

complionce, stoting whether or not it hqs been resolved.

5 The dote of this certificotion must be no more thon 30 dqys prior lo submission of the Applicofion.

Fqilure to disclose informc¡lion crboui properlies which hove been founcj lo be oul of complionce or ç¡ny maleriol mis-

represenlotions ere grounds for rejeclion of on cpplicotion and piohibilion ogcrinst ftrture opplicolions.

DEFINITIONS:

For lhe purpose of lhis Certificotion, the following definitions sholl opply:

Development sholl meon the proposed multifomily rentol housing development identified obove.

Porticiponts sholl meqn the principols who will porticipote in lhe ownership of the development.

Principol sholl meon ony person (including ony individuol, joinl venture, portnership, limited liobilily compqny,corporotion, nonprofit orgonizotion, trusl, or ony other public or privote entity) thot (i) with respect to the propose<J

development, will own or porticipote in the ownership of the proposed development or (ii) with respecl to on existing

mullifomily renlol project, hos owned or porticipoted in the ownership of such project, oll os more fully describedhereinbelow, The person who is the owner of lhe proposed development or multifomily rentol project is considered oprincipol. ln delermining whether ony other person is o principol, the following guidelines sholl govern:

L ln the cose of o portnership which is o principol (whelher qs the owner or olhewise), oll generol portners ore olso

considered principols, regordless of the percentoge interest of the generol portner;

ln the cose of o public or privote corporolion or orgonizolion or governmenlol entity thqt is o principol (whether os

the owner or otherwise), príncipols olso include the president, vice president, secretory, qnd treosurer qnd otherofficers who ore directly responsible to the boord of directors or ony equivolent governing body, os well os oll

directors or other members of the governing body ond ony stockholder hoving o 25% or more interest;

ln the cose of q limited liqbility compony (LLC) thot is o principol (whether os the owner or otherwise), qll members

ore olso considered principols, regordless of the percentoge interesl of the member;

ln the cose of q trusl lhot is q principol (whether qs the owner or otherwise), oll persons hoving o257" or morebeneficiol ownership inlerest in the ossets of such trust;

ln the cose of ony other person thot is o principol (whether qs the owner or olherwise), oll persons hoving o 25% or

more ownership inleresl in such other person ore olso considered principols; ond

Any person thot directly or indirectly conlrols, or hos the power lo control, q principol sholl olso be considered oprincipql.

Development Nome:Nome of Appliconl:

Controlling Generol Portner:

2.

3.

4.

5.

CERTIFICATIONS:

I hereby certÌfy thot oll the stotemenls mode by me ore true, complete ond correct to lhe best of my knowledge ond

belief ond ore mode in good foith, including lhe doto contoined in Schedule A ond ony stotements otloched to this

cerlificotion.

l I further certify thot for the period beginning ì0 yeors prior to the dote of this Certificqtion:

o. During ony time thot ony of the porticiponts were principols in ony multifomily rentol project, no proiect hos been

foreclosed upon, no .ortgog" Àos been in defouit, ossigned to the mortgoge insurer (governmenlql or privqte)'

nor hos mortgoge relief by the mortgogee been given;

b. During ony time lhot ony of the porticipqnts were principols in ony multifomily rentol project, there hos not been

ony breoch by lhe owner of ony ogreements reloting to the construction or rehobililotion, use, operqtion,

monogement or disposition of the proiecl;

c. To the besi of my knowledge, there ore no unresolved findings roised qs o result of stote or federol oudits'

monogement reviews o¡- oIh"¡. governmenìol investigotions concerning ony multifomily rentol project in which ony

of the porticiponls were principols;

d. During ony time thot ony of the porticipqnts were principols in ony multifomily renlol projecl, there hos not been q

suspe-nsion or terminotion of poyments under ony stole or federol qssislance contrqct for lhe proiecl;

e. None of the porticiponls hos been convicted of o felony ond is not presently, to my knowledge, the subiect of o

comploint or indiciment chorging o felony. A felony is defined os ony offense punishoble by imprisonment for o

lerm exceeding one yeor, but-doLs nof include ony offense clossified os o misdemeonor under lhe lows of o stote

ond punishoble by imprisonment of two yeors or less;

f. None of the porticiponts hos been suspended, deboned or othewise restricted by ony federol or stote

governmentol entiiy from doing business with such governmentol entily; ond

g. None of the porliciponts hos defoulted on on obligotion covered by o surely or performonce bond ond hos not

been the subject of o cloim under on employee fidelity bond'

2. I further cerlify thot none of the porticiponts is o virgìniq Housing Development Aulhority (vHDA) employee or o

member of the immediote household of ony of ils employees'

3. I furlher certify thot none of the porticiponts is porticipoting in the ownership of o multifomily rentol housing proiect

qs of this dote on which construction hos stopped tor o peiod in excess of 20 doys or (in the cose of o multifomily

rentol housing project ossisted by ony federol or stote governmentol entity) which hos been subslontiqlly

completed for more thon 90 doys but for which requisite documenls for closing, such os the finol cost cerlificotion'

hove nol been filed with such governmenlol entity'

4. I further cerlify thol none of lhe porticiponts hos been found by ony federol or stote governmentol enlily or courl to

be in noncompliqnce with ony opplicoble civil rights, equol employment opportunily or foir housing lows or

regulotions.

s. I further certify thot none of the porticiponls wos o principol in ony mullifomily renlol project which hos been found

by ony federot or stqte governmeniol entily or.ouit to hove foiled to comply with Section 42 o1 the lnternol

ñå";;r; ðãoe ot 198ó,'os omended, during the period of time in which lhe porticiponl wos o principol in such

6. Slotements obove (if ony) lo which I connol cerlify hove been deleled by siriking through the words' ln the cqse

of ony such delefion, I hove qftoched q lrue ond occurote stolemenl lo exploin the relevqnt focls ond

circumslonces.

WARNING: IF TI{IS CERTI ãonTR¡Ns ANY MISREPRESENTATION oF A MATFRIAI FACT, TI"IH AUTI.IORITY MAY REJTCIARNING: lF Tl{ls clhRlll-lc4#,'N L.uN¡ÂlN) l\r\I rvtrrr\rrÑr:Jt'r\,ñrrv¡ì vr ¡

ñ ^*r-"^riöñ

;öü¿fu,NCOME r-rcusrNc TAX cRrDrTS ANÞ MAy pRor"rnrT Tr-rF sußMtssloN BY Tl"lE APPl..lcANT oF

Juo Ktl*e-r r"-,rt-r-', 5^t3*Ó7CATICJÑS TA9/íÚCá CREDITS IN THE FUTIJRE

Prinled Nome

Dote (must hre no more thqn 30 cjcrys prior lo st¡bmission of fhe Appllcotion)

Schedule A: llst of All Tox Credit Developmenls fot Eoch Prlncipol lo this Certificotion

Compleie the following, using seporote poge(s) os needed, for eoch principol. List oll developments thot hove

received ollocotions of tox credits under Seclion 42 of the lRC.

CVPrinc¡pol's Nqme:

Contolllng G. P. of Proposed Projecl? YesYorN

I

2

3

4

ç

6

7

ð

Il0llt2t3l4t5ló17

l8t920

zt

22t124

25

26

27

28

29

30

3l32

33

34

35

Jö

37

Jð

39

40

41

43

44

45

Nome of OwnershiP EntilYond Phone Number

Iotol Unils

Dote (must be no more lhon 30 doys prior to submission of lhe Applicotion)Schedule A: Lisl of All Tox Credit Developmenls for Eoch Principol to lhis Certificotion

CompleTe The following, using seporote poge(s) os needed, for eoch principol. List oll developments thot hove receivedollocotions of tox credits under Secfion 42 of the lRC.

Cenirol Virginio Housing Coolilion - Gory Porker, Execulive DirectorPrincipol's Nome:

Conlrolling G. P. ot Proposed Project? NoYorN

'|

2

3

4

5

6

7

8

It0ll12

IJ

t4tÃ

16

t7l819

2021

2223242526272829303taa

34J536J/

3839

Nome of Owneßhip Enfity ondÞh^hÃ Nl' rhl-rôr

ControllingGenerolPorlner?

lYlNlìToTol Dev

llñi+c

Totol Lowlncome

llnilcPloced ìn

\anriea ñ¡ta8ó09(s) lssue

Non-complionceFound? Y/NlExoloin Yesl

Colo¡ial HeightsApar-ünents 2006, LP

CVflC Colonial HeightsApartnents, Inc,General Parher

Virginia Affordable HousingManagement Corporæion

Special MemberArild Trent, President

Housing Equrty Fund ofVirginiaXl

Ihvestor Member


Executive Director

Virginia Housing capital Corp.Managing Member


0.009% 0.001o/o 99.99%

GARY W. PARKËR

1.1229 Trisler DriveFredericksburg, V h ZZ4g7(54O) 8e8-4266

PROFESSIONAL OgJECTIVE

Opportunities to appÌy my skilÌs, abilíties and experience in operations and associationagement in a corporata environment.

SUMMARY OF OUALIFICATIONS

Experience and credentíals reflect demonstrated expertise in senior-and-executíve levelmañâgement in highþ competitive arenas.

Operations Managementl Design and institute public relations programs. Build rapport with key civic,

business and community ínfluentials.o Direct logistics issues. Negotiate contracts and agreements with local, regional

and nationalvendors.o Develop innovative programs to increase public awareness and enhance market

penetration.r Craft customized projects to attracl and grow membership ol individual, small

business and corporate acctunts.,

Resouree Managementt Oversee all personnel issues. Validate compliance with EEO, Affirmative Aciion

and ADA re¡ruirornonic' I dãJ¡;;ü;;;iä'i"";"r srowinsy'downsizins employee base in conjunciionwith goals and economlc issues.

t Oversee benefits and cornpensatlon programs. lnstÍtute träíning plans tolncrease profesÇionalism and credibllþ of staff.

e Execute formalappraisalprograms. Evaluate individual and group productivityståndards.

Flnaneial ñllanagemenl. Design budgets and management fiscal units. Track overhead costs with an

eye on improving bottor*.line profít levels.o Coordinate capitalacquisition and improvement plans. Justify recommendations

on upgrading systems and facifltles.e Maintain comprehensive financial reports for review by internal oversight and

externa I audltlng entilies.r Analyze business trends. Pinpoint and lmplemenl strategies to increase

revenues and enhance profitability plcture,

' Administrative Managementr Employ strong communication skills. hlegotiate using lruin-win" techniques to

. bulld consensus.+ Generate detailed reports and presentations for discusslons with Board of

Directors and key oversight ãuthorities.r Conduct tacticaland strategic planníng. ldentiiy unlt strengths and deficiencies;

institute approprlate conective measures.r Present highly prolessional image, Articulate communicator at ease in one.on-

ons and group discussions.

Experience Híghlights

1998'Present Central Virgínia Housing CoatitionFrederícksburg, VirginiaExec_çtivg DirectorDirected all operations. lnstítuted growth initiatives which increasedprograrns, services, and revenues. Êxpanded operations with Federcl.State, and locel governrnents. lnstituted new developmeni programsthat increased homeownershíp for low to moderate income families.Established partnerships with focal busínesses and govemmenis.Increased budget from $100,000 to over $1.4 million while maintaining

1996-1997

an 8.4d/o rate for overhead.

Peninsula Housing and Builders AssociatíonNewport News, VirginiaËxecutive YlçÈPresident & Chief

, Executive. Officer

Directed operations: Budget, finance, membership, personnel,government aflairs, planníng and training for new software programlMlS. Dealt wíth HUD and local govemments for Pre*ApprenticeshipTraining Program. lnstituted new and revised benefits packageincfudíng a 401 (K) plan. Managed annual key events, parade of Homes,Home Show, Go[f Tournaments, and Couneil Activities.

PermaTreat Êxterminating Company, fnc.Fredericksburg, VírginiaExecutíve Vice PresidenUGenerel ManaoerManaged allfacets of development and growth of the businessgeneraiing #3.5 million in annual revenues. Coordinated rnarketingstrategíes for expansion which led the company to attaining #1 marketshare ín a 17 county area. Direc{ed growth from two to five officelocations. Managed $2 million operations budget and supervised 55employees.

Fredericksburg Area Builders AssociationFredericksburg, VirginiaChief Executiye. OfficerAdministered operaiions: budget, finance, membership, personnel,planning, and training. Managed annual key evenls: parade of Homes,Trade Show, Home and Garden Show. Edited monthly, quarterly,and annual newsletters and magazines.

United Staies Marine CorpsAviator: Second Lieutenanf to ColonelPerformed flying and staff duties commensurate with rank andexperiencs, Duties included two tours in Vietnam, selection as aPresidential Helicopter Command Pilot for President Richard Nixon,Commanding Officer of Marine Helicopter Squadron 162, and Chief ofStaff for the Marine Air-Ground Warfighiing Center.

1992-1996

1988-1992

1961-1988

EDUCATION AN T} TRAINING

Pepperdine University - l,latíbu, CaliforniaMaster of Arts in Human Flesourceg Management; i976

Thé Unîversity of Battimore - Baltimore, MarylandBachelor of Science ln lndustrial ftlanagement, 1961

United States Marine CorpsCommand and Stafl CollegeMalntenance and Supply CourseAviation Salety SchooUFllght Training Sc[oot

SI GN¡FICANT P UBLICATIONS

Parker, Gary W., A History of Mg¡ine Medium Heticopter Squadron 161.(Government Printing Office, 1 978).

Parkeç Gary W., A History of Maríne Obseryatio¿ Souadron Six.(Government printing Office, I g7B).

Parker, Gary W., "Cunninghern Solo Date Fkmly Estab!!shed,"Fortitudine. (Spríng I97B)

Parker, Gary W., 'Merits of l.G. lnspectíon." U.S, Marine Çorps Gazette.(February 1984)

ORGANIZATIONS AND AFFILIATIONS

^ Marine CorpsAviation'Associaiion

A Marine Corps HistoricalFoundatíon :

A Amerlcan Society forAssocialion Executives

^ Rotary Glub lnternational

Â Board ol Direc{ors, Flappahannock United Way

AITVAHDS AND HECOGNITION

^ NationalAwards from National Association of Home BuildersÂ l9B8- Best Source of Revenue Up to gS0;000Â 1990- Best Source ol Revenue Up to $50,000

Best Admi nistrative Management ProgråmBest lndividual Edúcational Seminar or CourseBest Annual Educational ProgramBest Magazine Communicatión b.Members

ADDITIONAL INFORilIATION

À Wtfing to relocate with no geographic limitationsÂ References avaílable upon request.

Additional Training (conÉinued) :

Virginia Ccnference on l{ousingSeptember 27-29,2004

Finarrcial Managenrent for Non-Pro{it Organizations

Non-Pnrfit InstituteSieptember 27,20A0

Commurtity l)eveioPment F or um

Richmond Community Der,"elopment Alliance

October 18,2000

Real Estate DeveloPment Process

Virginia Commonwealth lJniversity (L{SC)

Ootober 27 &Ðecember 8,2000

HLJD t.ead Base Paint WorkshoP'l *-o day class, Ilichmand, Virginia

.Housing Rehabilitation WorkshopVDFICD - Williamsburg, VirginiaNovember 14-16.2000

I-egal Issues ttrr Tax Exempt OrganizarionsNovember 2S. 2000

üetting Started on Affordable Housing Ðevelopment

VDI-IC:D - Richmond, VirginiaDec.e.mber 5-6" 20Û0

(-cntral Yirginia l-lousing (-oalition

PnoGRAMLISTING

Educqtional, Homeownership and Rental Programs

The mission of the Central Virginia Housing Coalition is:

To imptove the regional q.r"lity of life by providingaffordable housing to low income families throughcoalition, education, counseling and Ftnancial as sis tance.

Please v¡s¡t our ¡yebslte at www.centralvahous¡ng.olg

208 HudEilns Road Freder¡ckâbutÉ,, V ^

22408 54O€O¡Í-99¡lÍ¡

Page2 Central Vírgìnìa Housing Coalition

The Central Virg¡nia Housing Coali-tion is a 501 @ 3 non-profit, charitableorganization established in 1988 thataddresses housing issues in PlanningDistrict 16 which encompasses the Cityof Fredericksbu rg, Spotsylva n ia, Stafford,King George and Caroline Counties.

CVHC serves individuals and fami-lies of low to moderate income. CVHC is

controlled by a volunteer Board ofDirectors, one third of whom live in lowincome areas or qualify as low to moder-ate income wage earners. The Coalitionopened its doors with an all volunteerstaff and one program. Today we arefully staffed and offer several programsgeared towards homeownership.

540

Gary ParkerMary Anne Bryant

Executive DirectorHousing Programs Manager

Central Virginia Housing Coalition

Table of Contents

Ed ucationa I Activities

Housing/Rental Counseling

VH DA Homeownership Education

GoForHome! Homebuyers Club

Homeownership Programs

SPARC

lndoor Plumbing & Rehabilitation

Rental Programs

Housing Choice Voucher Program

Lend- A -Hand

Ongoing/U pcoming Projects

Colonial Heights

Voucher Homeownersh ip Program

Page3

6

b

b

7

7

7

I

8

8

Page 4

Contact:

540-604-9943 ext 14Don W. WlllisEmai¡:

[email protected]

Centra I Virginia Hoøsing C oalition

EDUCATIOI{At SERVICES

CVHC offers 3 separate levels of counselingservices to residents of Planning District 16.

o lndividual Housing/RentalCounselingo VHDA Homeownership Education

o GoForHome! Homebuyers Cluþ

These services encompass areas of creditmanagement, credit recovery, a personal plan

of action, increased earning potential,/

continuing education, and provide personal

encouragement and acknowledgementthroughout the program.

HOUS¡NG/RENTAI COUNSETING:

CVHC offers a variety of counseling servicesto community residents. certified HousingCounselors are on staff to help you withrental, pre-purchase, debt management orloss mitigation issues.. Required for some loan programs

¡ Personal attention to your current hous-

ing need¡ Develop a personal plan of action to

reach your housing goal

Apply onlineat :www.centralvahousing.org

0rcall: DonW.Willis540-604-9943 ext 140r register in percon at our office

VHDA HOMEOWÍ{ERSH IP EDUCATION

This 6 hour program is designed to take themystery out of the home buy¡ng process andhelp first-time homebuyers prepare to makethe ¡mportant choices related tohomeownership.. Required for some loan programs

. Gain an understand¡ng of the homebuying process

o Prepare a spending plan

o Offered on Tuesday/Thursday eveningsonce a month.

&""tIt

j,¿-

C entral Virginia Housing Coalitio n

HOMEBUYERS CtUB

GoForHome! is a series of 16workshops that help preparefamilies for the responsibilitiesof homeownership. CVHC

workshops cover topics such ascredit repair, stableemployment, education, basicfinancial management, loansand lending programs, localhousing markets, basic homerepair and maintenance,avoiding predatory lenders,taxes- tips and strategies, andmany, many more. Ourfamiliesgraduate with the knowledgeand encouragement tocont¡nue on their path tohomeownership through ourSPARC program or a privatelender.

ContacË

540-6tl+99+g ext 14DonW.WillisEmail:

dwilli@cenùalvahousing.org

Page 5

Contact540-60¿l-99/tÍl ext 14DonW.WillisEmail:

dw¡llis@cenüahmhousing.org

VIRGIilIA INDIVIDUAL DEVETOPMEilT

ACCOUNT!¡ PROGRAM

CVHC is proud to be an intermediary for the(VIDA) program through DHCD. The Virginialndividual Development Accounts Programis a special savings program that helpseligible individuals gain financial literacyskills and build assets. For every dollar theparticipant saves in a designated account,VIDA will match it with two dollars. Thesemonies can be used to purchase a home,go to school (postsecondary education), orstart a business.o lncome Eligibility Guidelineso Must be a US C¡tizen or legal residento Must have at least one child under 18

living in the homeo Counseling and educational activities

required

IItI

Page 6 Central Vtrginia Housing Coalition

HOMEOWNERSHIP PROGRAMS

CVHC offers programs for homeownershipthrough our partnership with VHDA (VirginiaHousing Development Authority) and DHCD( Department of Housing and CommunityDevelopment) These programs provide lowinterest loans and down payment assistanceto qualified first time homebuyers in PlanningDistrict 16.

EOUAL HOUSING

OPPORTUNITY

CVHC partners with VH DA to build or renovateand sell single family homes to qualifiedapplicants at below market prices. Homes areavailable through CVHC developed projects, orchoose a listed home in PD16, Orange County orCulpeper.

. First t¡me homebuyer

. lncome eligibility guidelines

. VHDA loan eligibility

. Counseling and educational activities re-qu¡red

. Low interest loans and assistance with downpayment and closing costs

Contact:

540-604-9943 ext 11

MaryAnne Bryant

Email:

m bryant@centra lvahousing.org

Contact:540-604-9943 ext 15

Alan Moore

Email:

amoore@centra lvahousin g.org

INDOOR PTUMBING AND REHABITITATION

Allows families without indoor plumbingaccess to low cost repairs and/orinstallat¡ons. CVHC may also renovate ahome in conjunction with IPR if it fails tomeet Section 8 Housing Qual¡ty Standards.. Residents of Stafford & Spotsylvaniao Own or have lifetime rights to home¡ Lack indoor bathroom, kitchen sink,

source of water or sewage disposalmethod

¡ Meet income requirements¡ Loans based on ability to pay


RENTAT PROGRAMS

CVHC currently offers 3 options under therental programs. CVHC administers theHousing Choice Voucher Program and theLend- A -Hand Program to provide financialassistance. CVHC also owns single familyhomes and apartments that are rented atbelow area market rental rates. Contact540.604-9943 ext. 15, Property Manager,Alan Mooreemail: amoore@centralvahous¡ng.org

PageT

Contact:540-604-9943Email:

i nf o@centra lvahousing.org

HOUSING CHOICE VOUCHER PROGRAM

A HUD,¿VHDA funded program that provides monthlyrental assistance for applicants who qualify.

. lncome eligibility guidelines apply

. 1000 CurrentVoucher Holders

o Waiting list is currently CLOSED in

Fredericksbu rg, Stafford, Spotsylvania, andFauquier

. Access VHDA.com for waiting list statusinformation in other areas

tEI{D.A-HAf{D

Provides emergency grant to assist with rent ormortgage payments to avoid eviction or foreclosure.Assistance with secur¡ty deposit is also available.Counseling on debt management, budgeting and otherareas is provided though the Self Sufficiency Program.

Resident of PD16/Application required

lncome eligibility guidelines

Financial assistance with late rent ormortgage payments

Financial ass¡stance with security deposits

Counseling required prior to approval

Open Wednesdays& Fridaysfrom 9am - t2pmApply in person

Contact:540-604-9943 ext I 1MaryAnne Bryant

Email:

m brya nt@centra lvahous¡n g.org

a

a

a

a

a

a

a

uPcoMlt{G PRoIEGTS/ PRoGRAMS

CVHC is committed to continue itsmission to provide affordablehousing to low income families.

HERO ln October 2007 CVHC launched HERO, Home Essential

Repair qutreach. This program provides free essential home repairs to

eldefly, disabled and low/moderate income homeowners in plann¡ng district

16. This is a commun¡ty based program and since it's inception we have

completed four repair projects, with another two slated for 2008. CVHC has

reached out into the community and been welcomed w¡th volunteers, mate-

rials, and support. The labor is 1OO% volunteer on all of the projects for

HERO. The mater¡als are donated or purchased through sponsorship.

FABA (Fredericksburg Area Builders Associat¡on) was the proud sponsor of

two HERO projects. These projects included building a handicap ramp, front

porch, gutter repair and roof replacement. FABA supplied the materials and

volunteers for both projects. FABA helped CVHC raise money through 2

carlmotorcycle Poker Runs in April/September of 2008.

COIONIAt HEIGHTS APARTMENITi

CVHC's 14 unit apartment complex is in the re-build/renovation stage at present. The new apartmentswill be for low income rental housing. Applications will beavailable prior to completion of the project in 2009. Pleasestop by to see plans for our new building.

HOUSING CI{OICE VOUCHER

HOMEOWilERSI{IP PROGRAM

See attached brochure

208 Hudgins Road

Frededcksburg, VA 22408

website: www.centralvahousing.org

Phone: 540-604-9943

Fax 540-604-9949

Email; [email protected]


TAB E(NonprofTt Questionnaire)

Nonprofit Questionnaire

Part II, l3VACl0-180-60, of the Qualified Allocation Plan (the "Plan") of the Virginia Housing DevelopmentAuthority (the "Authority") for the allocation of federal low income housing tax credits ("Credits") available under $42of the Internal Revenue Code, as amended (the "Code") establishes celtain requirements for receiving Credits fi'om theNonprofit Pool established under the Plan and assigning points for participation of a nonprofit organization in thedevelopment of qualified low-income housing.

Answers to the following questions will be used by the Authority in its evaluation of whether or not anapplicant meets such requirements (attach additional sheets as necessary to complete each question).

l. General Information.

Name of development:

Name of own er / applicant:

Name of Nonprofit entity:

Colonial Heights Apartments

Colo4ial Heights Apartments 2006, L.P.


Address of principal place of business of Nonprofit entity:

22408

208 Hudgins Road, Fredericksburg, VA

b.

d.

Indicate funding sources and amount used to pay for office space:

Fees for single family home program, grantsHCVP admin fees, development

e. Tax exelnpt status: [!sotlc¡q:¡ n sot(cX+) [J sotluy

Date of legal formation of Nonprofit: (must be prior to application deadline);evidenced by the following documentation: Articles of Incorporation

h.

tb. Date of IRS 501(c)(3) or 501(c)(4) determination letter: April l5 1993(must be prior to application deadline and copy must be attached).

Describe exempt purposes (must include the fostering of low-income housing in its articles of incorporation):"To expand the opportunities available to low income residents of Stafford, King George, Spotsylvania,And Caroline Counties and the City of Fredericksburg to obtain low-cost housing accommodations".

Expected life (in years) ofNonproht: 99

Explain the anticipated future activities of the Nonprofit over the next fìve years: CVHC will continue toAssess the climate of affordable housing in our area and deliver housing, financial products, educationActivities and personal counseling that address LMI housine obstacles.

1lo9 Page 1 of 8

NONPROFIT QUESTIONNAIRE, continued

lc. How many full time, paid staff mernbers does the Nonprofit and, if applicable, any other nonprofitorganization(s) ("Related Nonprofit(s)") of which the Nonprofrt is a subsidiary or to which the Nonprofit is

otherwise related (by shared directors, staff; etc.) have? 14 How many part time,paid staff members? 1 Describe the duties of all staff members: Executive Dir.,(l)Maintenance (1), Clerical (2), Housing Agent (8). One Deputy Dir. And one Proiect Manager.

l. D¡"s the Nonprofrt share staffwith any other entity besides a Related Nonprofit described above?

flves X No Ifyes, explain in detail:

m. How many volunteers does the Nonprofit and, if applicable, any Related Nonprofit have? CVHCHas a I 5 person volunteer staff and offers high school and college student internships

n. What are the sources and manner of funding of the Nonprofit? (You must disclose all financial and/ orthe arrangements with any individual(s) or for profrt entity, including anyone or any entity related,directly, indirectly, to the Owner of the DevelopmentCVHC has multiple finding streams including program income, gifis, grants, and administrative fees.

o. List all directors of the Nonprofit, their occupations, their length of service on the board, and theirresidentialaddresses: Availableuponrequest.

2. Nonprofit Formation.

a. Explain in detail the genesis of the formation of the Nonprofit: CVHC formed in 1988 by agr.oup ofConcerned citizens to provide small loans to low income families living in motels. A Board was organizedAnd the group incorporated the following year.

b. Is the Nonprofit, or has it ever been, affiliated with or controlled by a for profit entity or local housingauthorþ? fl yes X No If yes, explain in detail:

c. Has any for profit organization or local housing authority (including the Owner of the Development, jointventure partner, or any individual or entity directly or indirectly related to such Owner) appointed anydirectors to the goveming board ofthe Nonprofit? f] yes X No If yes, explain:

1tog Page 2 of 8

NON PROFIT QUESTIONNAI RE, continued

Does any for-profit organization or local housing autholify have the right to make such appointments?

fl Yes X No Ifyes, explain:

h.

Does any for profit organization or local housing authorþ have any other affiliation with the Nonprofit orhave any other relationship with the Nonprofrt in which it exercises or has the right to exerçise any othertype of control? n yer X No, If yes, explain:

ûb,

Was the Nonprofit formed by any individual(s) or for profit entþ for the principal purpose of beingincluded in the Nonprofit Pool or receiving points for nonprofit participation under the Plan?

nY"r XNo

Explain in detail the past experience of the Nonprofit including, if applicable, the past experience of anyothel Related Nonproht of which the Nonprofit is a subsidiary or to which the Nonprofit is otherwiserelated (by shared directors, staff, etc.): CVHC has renovated over 120 home and built 8 sinsle farnilvHouses. CVHC is a CHDO and has a staff of 3 certified housing counselors and 8 case managers. The staffOperates 8 different housing programs including the Housing Choice Voucher program, a loan fund, andcounseling.

If you included in youl answer to the previous question information concerning any Related Nonprofit,describe the date of legal formation thereot the date of IRS 501(c)(3) or 501(c)(4) status, its expectedlife, its charitable purposes and its relationship to the Nonprofit.

3. Nonprofit Involvement.

Is the Nonproht assured of owning an interest in the Developrnent (eithel directly ol through a whollyowned subsidiary) throughout the Compliance Period (as def,rned in ga2(i)(1) of the Code)?

Xves n No

(i) V/illthe Nonprofit own at least 10% of the general partnership/owning entity? X yes n No(iD V/ill the Nonprofit own 100% of the general parlnership interesVowning entity? X yes I No

If no to either 3a.i or 3a.ii above, specifically describe the Nonprofit's ownership interest:

b. (Ð Will the Nonprofit be the managing member or managing general partner? ffi VesIf yes, where in the partnership/operating agreement is this provision specificallyreferenced?

The Partnership Agreement

nNoIn the first page of

(iÐ Will the Nonprofit be the managing member or own more than 50% of the general partnership interest?

Xv"r nNo

Will the Nonprofit have the option or right of first refusal to purchase the proposed development at theend ofthe compliance period for a price not to exceed the outstanding debt and exit taxes ofthefor-profrt entity? [l Yes I No If yes, where in the partnership/operating agreement is this provisionspecifically referenced? The option is recorded and attached as Tab V ofthe application

X Recordable agreement attached to the Tax Credit Application as TAB V

If no at the end ofthe compliance period explain how the disposition of the assets will be structured:

1t09 Page 3 of I

NON PROFIT QUESTION NAIRE, continued

d. Is the Nonplofit materially participating (regular, continuous, and substantial participation) in the

construction or rehabilitation and operation or management of the proposed DevelopmentZ X Ves I No If yes,

(D Describe the nature and extent of the Nonprofit's proposed involverrent in the construction orrehabilitation of the Development: CVHC is acting as the developer, sgleqgq 3ll yglqgrs 344contractors, has responsibility for lease-up and will serve as the propertv manager. CVHC's Board ofDirector's has final authority to act on behalf of General Partner

Describe the nature and extent of the Nonprofit's involvement in the operation or management of theDevelopment throughout the Extended Use Period (the entire time period of occupancy restrictions ofthe low-income units in the Development): CVHC is the sole shareholder of the General Partner

And will manage the propeffy. At the end of the afÊordability period CVHC will exercise the ROFR and

Maintain it as affordable housing.

(iiD Will the Nonprofit invest in its overall interaction with the development more than 500 hours annuallyto this venture? XYes I No If yes,

subdivide the annual hours by activity and staffresponsible and explain in detail: Property

Manager 10 hrs/week for 52 weeks - conduct lease-up, inspections, evictions, pay bills, maintainRecords; maintenance 7.5 hrs per week - routine maintenance and respond to emergencies.

Explain how the idea for the proposed development was conceived. For example, was it in respotrse to aneed identified by a local neighborhood group? local government? board member? housing needs study?

Third party consultant? other? CVHC was previous owner of pr'operfy and developed concept ofProiect to resþond to need for improvins qualiry of housine while maintainins affordability in downtownFredericksburg.

List all general partners/managing members of the Owner of the Development (one must be the Nonprofit) andthe relative percentages of their interests: CVHC 100%

If this is a joint venture, (i.e. the Nonprofit is not the sole general partner/rnanaging member), explain the natureand extent of the joint venture partner's involvement in the construction or rehabilitation and

operation or management of the proposed development. NA

h. Is a for profit entity providing development services (excluding architectural, engineering, legal, andaccounting services) to the proposed developmentl n yes n No If yes, (i) explain the nature and extentof the consultant's involvement in the construction or rehabilitation and operation or managementof the proposed development. N/A

(iÐ explain how this relationship was established. For example, did the Nonprofrt solicit proposals fromseveral for-profits? Did the for-profit contact the Nonprofit and offer the services? N/A

(ii)

b.


1t09 Page 4 of 8

i. Will the Nonprofit or the Owner (as identified in the application) pay a joint venture partner or consultantfee for providing development services? n yet ffi No If yer, explain the amount and source of thefunds for such payments.

j. V/ill any portion of the developer's fee which the Nonprofit expects to collect from its participation in the ofdevelopment be used to pay any consultant fee or any other fee to a third paf¡r entþ orjoint venturepartner? fl yes X No lf yes, explain in detail the amount and timing of such payments.

k. Will the joint venture partner or for-prof,rt consultant be compensated (receive income) in any other manner,such as builder's profit, architectural and engineering fees, or cash flow? n yes X No If yer, explain:

l. V/ill any member of the board of directors, officer, or staff member of the Nonprofit par"ticipate in the developmentand/or operation of the proposed development in any for-profit capacity? n yes X Nolfyes, explain:

m. Disclose any business or personal (including family) relationships that any of the staff members, directors orother principals involved in the formation or operation of the Nonprofit have, either directly or indirectly,with any persons or entities involved or to be involved in the Development on a for-profrt basisincluding, but not limited to the Owner of the Development, any of its for-profit general partners,employees, limited paftners or any other parties directly or indirectly related to such Owner: N/A

n. Is the Nonprofit involving any local, community based nonprofit organizations in the development, role andoperation, or provision of services for the development? fl Ves ffi No tf y"r, explain in detail,including the compensation for the other nonprofits:

4. Virsinia and Communifv Activitv.

a. Has the Virginia State Corporation Commission authorized the Nonprofit to do business in Virginia?Xves nNo

b. Define the Nonprofit's geographic target area or population to be served: LIVII bol¡gþq!{q !4 iquqUþr,Stafford, Spotsylvania, King George, Caroline, and Oranse Counties, and the City of Fredericksburg

1/09 Page 5 of I

NONPROFIT QUESTIONNAI RE, continued

c. Does the Nonprofit or, if applicable, Related Nonprofit have experience serving the communþ where theproposed development is located (including advocacy, organizing, development, management, orfacilitation, but not limited to housing initiatives)? Xyer n No ffy.r, or no, explain nature, exteffand duration of any seruice: CVHC has previoqsly operated this property as rental hqqq14g.þ¡lygars.

d. Does the Nonproftt's by laws or board resolutions provide a formal process for low income, programbeneficiaries to advise the Nonprofit on design, location of sites, development and management of affordablehousing? X Y"r n No lfyes, explain:

e. Has the Virginia Department of Agriculture and Consumer Services (Division of Consumer Affairs)authorized the Nonprofit to solicit contributions/donations in the target community? f]yes X No

f. Does the Nonprofit have demonstrated support (preferably financial) from established organizations,institutions, businesses and individuals in the target community? X yes [No lf yes, explain:CVHC programs and activities are supported by local banks, the City of Fredericksburg and other charitableFunders.

g. Has the Nonprofit conducted any meetings with neighborhood, civic, or community groups andlor tenantassociations to discuss the proposed development and solicit input? n Yss X No lf yes, describe themeeting dates, meeting locations, number of attendees and general discussion points:

h. Are at least 33Vo of the members of the board of directors representatives of the communitybeing served? XI y"r I No Ifyes, (i) low-incorne residents of the community? X Yes I No(ii) elected representatives of low-income neighborhood organizations? [ yes X No

i. Are no more than33Yo of the members of the board of directors representatives of the public sector (i.e. publicofficials or employees or those appointed to the board by public officials)? nyes X t ¡o

j Does the board of directors hold regular meetings which are well attended and accessible to the targetcommunity? X yes n No If yes, explain the meeting schedule: Monthly meetings are held at

CVHC offices thatare located on a busline and are handicap accessible.

k. Has the Nonprofit received a Community Housing Development Organization (CHDO) designation, as definedby the U. S. Department of Housing and Urban Development's HOME regulations, from the state or a localparticipating jurisdiction? E y"r n No

1/09 Page 6 of 8

l. Has the Nonprofit been awarded state or local funds for the purpose ofsupporting overhead and operatingexpenses? X yes I No If yes, explain in detail: HCVP administrator, and Single Family Regional


Loan Fund Program

Has the Nonprofit been formally designated by the local government as the principal community-basednonprofit housing development organization for the selected target area? I Yes X No If yes, explain:

Has the Nonprofrt ever applied for Low Income Housing Tax Credits for a development in which it acted as ajoint venture pattner with a for-profrt entþ? [ yes X No If yes, note eaclt such application including:the development name and location, the date of application, the Nonproht's role and o'"vnership status in thedevelopment, the name and principals of the joint venture paftners, the name and principals of the generalcontractor, the name and principals of the management entity, the result of the application, and the currentstatus of the development(s).

Has the Nonprofit ever applied for Low Income Housing Tax Credits for a clevelopment in which it acted asthe soie general parbterlmanaging mernber? [ Yes X No If yes, note each such developrnent includingthe name and location, the date of the application, the result of the application, and the current status of thedevelopment(s).

To the best of your knowledge, has this development, or a simila¡ development on tlrc same site, everreceived tax credits before? X yes n No If yes, explain: 2006 and2007

q. Has the Nonprofit been an owner or applicant for a development that has received a reservation in a previousapplication round 1Ìom the Virginia Housing Partnership or the VHDA Housing Funds?

X Yo n No lfyes, explain:

Has the Nonprofit completed a community needs assessment that is no more than three years old and that,at a minimum, identifies all of the dehned target area's housing needs and resources? f] yes X NoIfyes, explain the need identified:

NON PROFIT QUESTIONNAIRE, continued

1/09 Page 7 of 8


s. Has the Nonprofit completed a community plan that (l) outlines a comprehensive strategy for addressingidentified community housing needs, (2) offers a detailed work plan and timeline for implementingthe strategy, and (3) documents that the needs assessment and comprehensive strategy were developedwith the maximum possible input from the target community? Yes NoIf yes, explain the plan:

5. Attachments. Documentation of any of the above need not be submitted unless requested by VHDA

The undersigned Owner and Nonprofit hereby each certify that, to the best of its knowledge, all ofthe foregoing information is complete and accurate. Furthermore, each certifîes that no attempt has been orwill be made to circumvent the requirements for nonprofit participation contained in the Plan or Section 42of the Internal Revenue Code.

+-i<- ÒqDate '

Its: PresidentTitle

L(-t<-olDate

By:

By:

Executive Director

TAB F(Architect' s CertifTcation)

tlbtuh¡. ll.ts¡te 9tûs ilat '

INSTRUCTIONS FOR THE COMPLETION OFAPPENDIX F

ARCHITECT'S CERTIFIGATIONHILLSTUDIO

Community Planning

Landscape Architecture

Architecture

Preservation

120 W Campbell ,{venueRoanoke, Virginia 24011

tel:540-342-5263Jax:540-345-5625

WWW. HILLSTUDIO. COM

(This Form Must Be Submitted Under Architect's Letterheadand included in the Application - Tab F)

NOTE; 'lf the development includes any combination of New Construction, Rehabilitation andReuse, then separate Architect Certif¡cations must be provided for each construction type.

The proper completion of this certification is critical to calculate the average unit squarefeet and net rentable square feet of each unit type, to document amenity items for which pointswill be awarded, and to calculate certain elements of the efficient use of resources points.

lf this certification is not completed correctly there may be loss of points or disqualification of theapplication to compete for tax credits. lf this development receives an allocation of úax credits anditems are not provided as indicated on this certification then VHDA mav. at its sole option. requirethe pavment bv the Owner of an amount up to 10% of the Total Development Cost (as set forth inthe Application) of the development as liquidated damaqes for such violation or the total loss ofcredits mav result. Therefore, it is imperative that this certification reflect the true and accurate intent

of what will be provided in return for an allocation of tax credits.

Each section of this certification contains instructions on how the information should be provided.

For Unit Size Calculations, the Average Unit Square Feet and Net Rentable Sguare Feef should be listedto two (2) decimal places. The number of units indicated should be only the units for which rent will be

collected. For Average Unit Square Feef calculations, the Total Square Feet should equal the AverageUnit Square Feet multiplied by the Number of Unitsffype. The total at the boüom of the Total SquareFeet column should equal item (D) on the same page of the certification, or be within 1 digit due torounding. The total at the bottom of the Number of Units/Type column should equal the number of unitsin the tax credit application.

Accessibility certifications on page I are for tax credit point categories only and are not to be

confused with minimum code requ¡rements.

The architect signing this document is certifying that all unit and site amenities indicated in thiscertification are incorporated into the development plans and specifications and unit-by-unit workwrite-up, and that all products necessary to fulfill these representations are available for these purposes.

The individual who certifies this information must initial the pages where indicated, provide

the personal information requested and sign on the last page, This certification should not be

mailed separately to VHDA but returned to the developer for inclusion in the tax credit application.

Printed Name: Donald C. Harwood

HILLSTUDIO

TO: Virginia Housing Development Authority601 South Belvidere Street

Richmond, Y ir ginia 23220 - 6 5 00

Attention: Jim Chandler

RE: ARCHITECT,S CERTIFICATIONName of Development:Address of Development:Name of Owner/Applicant:

Colonial Heights Apartments202 Charles Street, Fredericksburg, VAColonial Heights Apartments 2006, L.P.

The above-referenced Owner has asked our office to provide this certification regarding (i)plans and specifications, (ii) the development square footages, average unit square footages and net rental squarefootages, (iii) the amenities the development will have upon completion, and (iv) federal and state requirementspertaining to development accessibility for persons with disabilities. This certification is rendered solely for theconfirmation of these items. It is understood it will be used by the Virginia Housing Development Authority solelyfor the purpose of determining whether the Development qualifies for points available under VHDA's QualifiedAllocation Plan for housing tax credits and future consequences for failure to provide items certified below.

Plans and Specifications:

Required documentation for all properties (new construction, rehabilitation and adaptive reuse)

I A location map with property clearly defined.

2 Sketch plan of the site showing overall dimensions of main building(s), major site elements(e.g., parking lots and location ofexisting utilities, and water, sewer, electric,gas in the streets adjacent to the site). Contour lines and elevations are not required.

3 Sketch plans of main building(s) reflecting overall dimensions of:a. Typical floor plan(s) showing apartment types and placement

b. Ground floor plan(s) showing conìmon areas;

c. Sketch floor plan(s) of typical dwelling unit(s);d. Typical wall section(s) showing footing, foundation, wall and floor structure.

Notes must indicate basic materials in structure, floor and exterior finish.

In addition: required documentation for rehabilitation properties


rnitiaß f)CÅ

HISTU

LLDIO

ARCHITECT'S CERTIFICATION, continued

cert¡f¡cation includes two (2) separate calculntions of square footage:

1. Averase Uni,f Square Feet: Measurements Include A Prorata Share of Heated Residential Common Area

2. Net Renf¡ble Sauare Feet: Measurements Do No¡ Include A Prorata Share of Any Common A¡eaand Reflect All Floor Plans ofEach Unit Type (l-BR, 2-BR, etc.

1. Average Unit Square Feet: (These measurements impact the scoring of tax credit applications)

For purposes ofdetermining the usable residential heated square feet, the building(s) were measured from the

outside face ofexterior walls and the centerline ofany party walls. All unheated spaces and stai¡wellswhich are no more than heated breezeways and non¡esidential, income producing commercial spaces were

subtracted from this measurement. Community rooms, laundry rooms, property management offices and

apartments, heated maintenance facilities, and other common space designed to serve residential tenants were

not deducted. Based on this procedure, I certify the following calculations in determining the usable heated

square feet for the above referenced development:

2,764.02

3s 1.00

0.00

2,41102

(A) Total floor area in (sq. ft.) for the entire development(B) Unheated floor area (breezeways, balconies, storage)(C) Nonresidential, commercial (income producing) area(D) Total usable residential heated area (sq. ft.) for the development

INSTRUCTIONS FOR AVERAGE UNIT SQUARE FEET CALCULATIONS:Provide the average unitsize for each bedroom fype, (l bedroom elderly,2 bedroom garden,3bedroom townhouse, etc.) by adding the total square feet ofall the same bedroom types (2 bedroomgarden with 1 bath and 2 bedroom gârden with 2 baths) and adding the prorated share ofheatedcommon resident¡âl space ând divide by the total number ofthe same bedroom types (2 bedroomgarden). Do not alter any items below.

Unit TWes

Assisted LivingI StoryÆFF-Elderly

I Story/l BR-ElderlyI Storyl2 BR-ElderlyEfhciency Elderly

I Bedroom Elderly

2 Bedrooms ElderlyEfficiency Garden

I Bedroom Gæden

2 Bedrooms Garden

3 Bedrooms Garden

4 Bedrooms Garden

2 Bedrooms Townhouse



Average

Unit Sq. Ft.{' x

0.00

0.00

0J0-

0,00

0.00

0.00

0.00

t,206.51

0.00

0.000.00

0.00

0.00

Number ofUnitsÆype :

0

Total

Square Feet

0,00

0.00

0.00

0.00

2,4.13.02

0.00

0.00

0.00

0-()-0

0.00

Total 2,413.02

0.00

0.000.00

0.00

0.00

0.00

0.00

Total

* Including pro rata share ofheated, residential common area

rnitiars Ett

ARCHITECT'S CERTIFICATIO\ continued

2. Net Rentable SquareFor purposes of calculating Net Rentable Square Feet, the units we¡e measured from the face of each interior wall. Thevalues below therefore indicate the actual square footage ofeach unit floor plan. (For example, there may be 2 distinctl-bedroom floor plans, 3 distinct 2-bedroom floor plans, etc. The purpose ofthis section ofthe Architect Certification is todocument and certifu the floor space attributable to residential rental units in the development.)

HILLSTUDIO

Floor Plan

Square.feet

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

Number of UnitsThis Floor Plan

0

Unit Tlyne

EfficiencyEfficiencyEfficiencyEfficiencyEfficiencyEfficiencyEfficiencyEfficiencyEfficiencyEfficiencyEfficiencyEfficiencyEfficiencyEfficiencyEfficiency

I Bedroom

I Bedroom

I Bedroom

I Bedroom

1 Bedroom

I Bedroom

I Bedroom

I Bedroom

I Bedroom

I Bedroom

I Bedroom

I Bedroom

I Bedroom

I Bedroom

I Bedroom

0.00

Total

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00---õôo

0.00

0.000.00

0.00

0.00

0.00

0.00

0.000.00

0.00

0.00

0.00

0.00

0.00

0000.00

0.00

0.00

0.00

0.00

0.00

0.000.00

0.00

0.000.00

0.00

Initials ?Ct-(

Q.{et Rentable Square Feet continued)

HILLSTUDIO

2 Bedroom

2 Bedroom

2 Bedroom

2 Bedroom

2 Bedroom2 Bedroom

2 Bedroom

2 Bedroom

2 Bedroom

2 Bedroom

2 Bedroom

2 Bedroom

2 Bedroom

2 Bedroom

2 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bed¡oom

4 Bedroom

0.00

0.00

0.00

0.000.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

Total:

93ó.00---T"oo

1,872.00

0.00

0¡õ-0.000.00

0.00

0.00

0.000.00

0.00

0,00

0.00

0000.00

0.00

0.00

0.00

0.00

0000.00

0.00

0.000.00

0.00

0.00

0.000.00

0.00

0.000.00

0.00

0.00

0.000.00

0.00

_1,872.00_

Initias PCþl

0.00

0.00

0.000.00

0.00

0.000.00

0.00

0.000.00

0.000.00

0.000.00

0.000.00

0.000.00

0.00

HILLSTUDIO


Development Amenities:

I certiS that the development's plans and specifications, work write-up, and proposed budget

incorporate all items from VHDA's most current Minimum Design and Construction Requirements.

The Requirements apply to any new, adaptive reuse or rehabilitated development(including those serving elderly and/or physically disabled households).

The Minimum Design & Construction Requirements may be found on VHDA's website at

www.vhda.com.

For any development upon completion of constructionêhabilitation: (non-mandatory amenities)

% a.(l) Percentage of 2 bedroom units that will have 1.5 or more batluooms

% a.(2) Percentage of 3 or more bedroom units that will have 2 or more bathrooms

¡

EE

E

b. The development will have a community/meeting room with a minimum of 749 square feet.

100

100 o/o c. Percentage ofexterior walls covered by brick (excluding triangular gable end area,

doors windows and retaining walls)

Initiab ï)Ct\

EE

E

!

d. All kitchen and laundry appliances meet the EPA's Energy Star qualified program

requirements

e. All windows meet the EPA's Energy Star qualified progr¿un requirements

f. Every unit in the development is heated and air conditioned with either (i) heat

pump units with both a SEER rating of 14.0 or more and a HSPF rating of 8.2 ormore and a variable speed air handling unit (for through-the-wall heat pump equipment

that has an EER rating of I 1.0 or more), or (ii) air conditioning units with aSEER rating of 14.0 or more and a variable speed air handling unit, combined with gas

furnaces with an AFUE ratìng of 90%o or more

g. Water expense will be sub-metered (tenant will pay monthly or bi-monthly bill)h. Each bathroom consists only of low-flow faucets (2.2 gpm maximum) and

showerheads (2.5 gpm maximum)

i. Provide necessary infrastructure in all units for high speed cable, DSL or

wireless intemet servicej. All water heaters will meet the EPA's Energy Star qualified program requirements.

HST

ILUD

LIO


For all developments exclusively serving elderly and/or handicapped tenants, upon completion ofconstruction&ehabilitation: (non-mandatory amenities)

fI a. All cooking ranges will have front controls

n b. All units will have an emergency call system

n c. All bathrooms will have an independent or supplemental heat source

n d. All entrance doors have two eye viewers, one at 48" and the other at standard

height

For all rehabilitation and adaptive reuse developments, upon completion of constructior/ rehabilitation:(non-mandatory)

n The structure is listed individually in the National Register of Historic Places oris located in a registered historic district and certified by the Secretary oftheInterior as being of historical significance to the district, and the rehabilitation willbe completed in such a manner as to be eligible for historic rehabilitation taxcredits

Building Structure:

Number of Stories

Low-Rise (l-5 stories with an), structural elements being wood frame construction)Mid-Rise (5-7 stories with no structural elements being wood frame construction)Iligh-Rise (8 or more stories with no structural elements being wood frame construction)

E¡!

Initiaf ?CH

HILLSTUDIO


Accessibility:

I certiff that the development plans and specifications meet all requirements ofthe federal

Americans With Disabilities Act.

I certiff that the development plans and specifications meet all requirements of HUD regulationsinterpreting the accessibility requirements of section 504 of the Rehabilitation Act. Please reference

Uniform Federal Accessibility Standards (UFAS) for more particular information.

Check one or none ofthe following point categories, as appropriate:

For any non-elderly property in which the greater of5 or l0% ofthe units (i) provide federal project-based

rent subsidies or equivalent assistance in order to ensure occupancy by extremely low-income persons;

(ii) conform to HUD regulations interpreting accessibility requirements of section 504 of the RehabilitationAct; and (iii) are actively marketed to people with special needs in accordance with a plan submitted as

part of the Application. (If special needs include mobility impairments the units described above mustinclude roll-in showers and roll under sinks and front controls for ranges). 50 pús.

For any non-elderly property in which the greater of 5 or 10% of the units (i) have rents within HfJD'sHousing Choice Voucher ("HCV") payment standard; (ii) conform to HUD regulations interpreting

accessibility requirements ofsection 504 ofthe Rehabilitation Act; and (iii) are actively marketed topeople with mobility impairments, including HCV holders, in accordance with a plan submittedas part the Application. 30 pts.

For any non-elderly property in which at least four percent (4yù of the units conform to HUDregulations interpreting accessibility requirements ofsection 504 ofthe Rehabilitation Act and are

actively marketed to people with mobility impairments in accordance with a plan submitted as part

ofthe Application. 15 pts.

!

tr

tr

As architect ofrecord for the above referenced development, the

correct to the best ofmy knowledge.

above certifi cations are

Signed:

Printed Name:

Title:

Virginia Registration #:

Phone:

Date:

dn"Donald C. Harwood

Architect

864-915-2126

st6/09

5297

NOTE TO ARCHITECT: Any change in this form may result in disqualification or areduction of points under the scoring system. If you have any questions, please call JimChandler at VHDA (804) 343-5786.

Return this certification on Architect's Letterhead to the developer for inclusion in thetax credit application package.

Appendix F - VHDA's Universal Design Standards Certifïcation

HILLSTUDIO

n Units in the development will meet VHDA's Universal Design Standards.Before issuance of IRS Form 8609, applicant will provide documentation to VHDA as

evidence that such units meet VHDA's Universal Design standards.

The number of rental units that will meet these standards:

The total number of rental units in this development:

NOTE: For Elderly Developments, 100Yo of the units in the development must meet theUniversal Design standards in order to qualify for points.

For Family Developments, points are awarded based on a percentage of thenumber of units meeting the Universal Design standards.

For the tax credit applicant to quali$ for points associated with Universal Design,

the architect of record must on VHDA's list of Universal Design certified architects.

ntia" VCI*

- EarthCraft or LEED Development Certification

ffiAppendix F

HILLSTUDIO

E Earthcraft Certification - The development's design meets the criteria forEarthCraft certification according to energy modeling projections and the areas ofemphasis worksheet. Before issuance of IRS Form 8609, applicant will obtain andprovide EarthCraft Certification to VHDA.

! f,nfn Certification - The development's design meets the criteria for the U.S.Green Building Council LEED green building certification. Before issuance of IRS Form8609, applicant will obtain and provide LEED Certification to VHDA.

NOTE: Select only one of the above two options.

For the tax credit applicant to qualify for points associated with this section,the architect of record must on VHDA's list of LEED or Earthcraft certifiedarchitects, as appropriate.

Signed:


Date:

Architect of Record

(same individual as on page 8)

5/6/09

10

#rAppendix F - LEED Accredited Design Team Member Certification

HILLSTUDIO

Name:

Company:

Title:

Phone Number:

Fax Number:

Email:

1. Please identify the following information of the LEED Accredited Professional:

Evelyn A. Slone

Hill studio, P.cDirector of Planning540-342-5263

540-345-5625

[email protected]

List below the attributes of the proposed development which would or may qualify for pointsunder the U.S. Green Building Council's LEED certification rating system: *

(Add space as necessary)

I

¡

I

a

I

a

a

I

a

I

I

¡¡

I

a

I

a

a

¡

a

Sustainable Sites - Credit 2: Development Density & Community Connectivity

Sustainable Sites - Credit 4. 1: Altemative Transportation, Public Transportation

Sustainable Sites - Credit 4.4: Altemative Transportation, Parking Capacity (no increase)

Water Efficiency - Credit L l: Water efficient landscaping (50% reduction)

Water Efficiency - Credit 1.2: Water Efficient Landscaping, No InigationWater Efficiency - Credit 3. l: Water Use Reduction (20%)

Energy & Atmosphere - Credit l: Optimize Energy Performance, Existing Building Renovations

Materials & Resources Credit 1.3: Building Reuse, Maintain 50% Interior Non-structural Elements

Matierals & Resources Credit 2.1: Construction Waste Management (divert 50%)Indoor Environmental Quality - Credit 4.2: Low-Emitting Materials (paints & coatings)

lndoor Environmental Quality - Credit 4.3: Low-Emitting Materials (carpet systems)

Indoor Environmental Quality - Credit 6.2: Controllability of Systems, Thermal ComfortIndoor Environmental Quality - Credit 7. 1: Thermal Comfort DesignImovation & Design Process - Credit 2: LEED Accredited Professional

3. Please attach a copy of the LEED Accredited Professional Certificate to this document.

05/06/09Date

* This page must include items that would qualify for points under the LEED certificationsystem. No noints will be awarded in this cateeorv if nothins is listed here.

"* This individual is not required to be the architect of record signing the Architect Certification. It is

sufficient that this individual is a member of the design team.

Accredited Professional +'!

The U. S. Green Building Councifhereby certifies that

Evelyn Slone

has successfully demonstrated knowledge of thegfeen building design and construction industry and the

Leadership in Energy ut d Environmental Design (LEED@) 2.0Green Building Rating system, Resources and Process required

to be awarded the title of

LEED@ 2.0 Accredited Professional

S. Richa rd'F edrtzzi, President,

Terrance Fitzoerald Tidewater lnisulators LLC 01/30/2008

Scott Flemino Rust-Orlino Architecture. lnc. o5t31t2007Gerald Forsburo Shenandoah Desiqn 0212612009

Richard Funk dBF Associates, Architects 01/30/2008Richard Saiarskv 0513112007

Seroio 3ambale Wiencek + Associates 1210512007

Reoina 3erner Fairfax Countv Deoartment of Housino and Commu 01/30/2008Jody 3ibson fhe Lane Grouo. lnc. 05/06/2009Geoffrey Gogan 01/30/2008R,aV Graham F&W Manaqement 0513112007

Mike Green Bozzuto Construction Comoanv 02t26t2009Sharles Greenburq lDG Architects. LLC 05t31t2007

3heila Greqq Sol Aoua Terra 02t26t2009_tn Greoorv ìichmond Metropolitan Habitat for Humanitv 12t15t2008Srian Grosholz Sozzulo Construction 02t26t2009

Chris Grubbs lehab Builders. lnc. 12t15t2008

Elizabeth Gruben Gruben Desion 05t31t2007Jessica Suolielmo Viroinia Beach Gommunitv Development Corporatio 12t15t2008

fim Gunderman Sterlinq Construction Comoanv. lnc. 06t26t2008Patrick Haooertv Balodemas Architects 12t15t2008

fom Hale Hanover Habitat for Humanitv 12t15t2008

Rosie Hall Holv Tabeinacle Housinq and Economic Developmt 0513112007

Jeff Harbinson Harbinson & Associates, Architects, P.C. 12t05t2007

3arl Hardee Lawson Realty 01/30/2008

Vickev Harden Aurora Consultinq, LLC 01/30/2008

Steve Harder AHIP 0513112007

David Haresion Bonstra Haresiqn Architect 1210512007

Katie Harriqan úúalter Parks Architects 01/30/2008Ron Hartzheim Iown and Contry Mechanical 0212612009

Donald Harwood HillStudio, P.C. 01/30/2008

John Heaqv Sozzulo Construction 05/06/2009

Thomas Heatwole Sommonwealth Architects 05/06/2009James Heffner Heffner Architects 05/06/2009Ricardo Hendi R. HendiArchtiect 05/06/2009Mike ilenehan Bozzulo Develooment Comoanv 02t26t2009

Roy liil Fixture Soecialists lnc. 01/30/2008Josh ollowav Communitv Housino Partners 02t26t2009[¿lary Kay loroszewski Virqinia Beach Communitv Development Corporatio 12t15t2008

3rian Hudson HCS Contractino 12t15t2008Vark Humbertson BRW Architects 12tO5t2007

)avid Hunter hord coplan macht 01/30/2008/Veslev Hurt Toler lnsulatinq ogt12t2008ìobert Johnston Commonwealth Architects 06t26t2008Garv Jones 12t15t2008Kermit Jones Holv Tabemacle Housinq and Economic Developmr o5t31t2007Ronald Keeney (eenev & Co., Architects, PLC 05/06/2009Janice Kendall Hunt lnvestments, LLC 06t2612008Stuart Kessler Nordic Consultino Grouo. LLC 10125t2007

John (m Harkins Builders, lnc. 05/06/2009Kevin Kinq R.L. Price Construction. lnc o6t26t2008ùlurray Kirk S.L. Nusbaum Realtv Comoanv 01/30/2008

ouo Kleffner Johannas Des¡on Grouo 0911212008

Lawrence Kliewer 3ox. Kliewer. and Comoanv. PC 01/30/2008Jeni Klioole \HIP 05t31t2007

rank Koncz Welcome Home CDC 12t15t2008

.Wøte n@s¡xg st^ ile.¿'

INSTRUCTIONS FOR THE COMPLETION OFAPPENDIX F

ARCHITEGT'S CERTIFICATIONHILLSTUDIO

Community Planning

Landscape Architecture

Architecture

Preservation

120 W Campbell ,{venueRoanoke, Virginia 2401 I

tel:540-342-5263fax:540-345-5625

WWW. HILLSTUDIO. COM

(This Form Must Be Submitted Under Architect's Letterheadand included in the Application - Tab F)

: If the developrnent includes any combination of New Construction, Rehabilitation andReuse, then separate Architect Certifications must be provided for each construction type.

The proper completion of this certification is critical to calculate the average unit square

feet and net rentable square feet of each unit type, to document amenity items for which points

will be awarded, and to calculate certain elements of the efficient use of resources points.

lf this certification is not completed correctly there may be loss of points or disqualification of theapplication to compete for tax credits. lf this development receives an allocation of tax creditrs and

items are not orovided as indicated on this certification then VHDA mav. at its sole option. requirethe pavment bv the Owner of an amount up to l0% of the Total Development Cost (as set forth inthe Application) of the development as liquidated damaqes for such violation or the total loss ofcredits mav result. Therefore, it is imperative that this certification reflect the true and accurate intent

of what will be provided in return for an allocation of tax credits.

Each section of this certification contains instructions on how the information should be provided.

For Unit Size Calculations, the Average Unit Square Feet and Net Rentable Square Feef should be listed

to two (2) decimal places. The number of units indicated should be only the units for which rent will becollected. For Average Unit Square Feef calculations, the Total Square Feet should equal the Average

Unit Square Feet multiplied by the Number of Units/Type. The total at the bottom of the Total SquareFeet column should equal item (D) on the same page of the certification, or be within '1 digit due to

rounding. The total at the bottom of the Number of Units/Type column should equal the number of units

in the tax credit application.

Accessibility certifications on page I are for tax credit point categories only and are not to be

confused with minimum code requirements,

The architect signing this document is certifying that all unit and site amenities indicated in thiscertification are incorporated into the development plans and specifications and unit-by-unit work

write-up, and that all products necessary to fulfill these representations are available for these purposes.

The individual who certifies this information must initial the pages where indicated, provide

the personal information requested and sign on the last page. This certification should not be

mailed separately to VHDA but returned to the developer for inclusion in the tax credit applicatíon.


HILLSTUDIO

TO: Virginia Housing Development Authorityó01 South Belvidere Street

Richmond, Y ir ginia 23 220 -6 5 00

Attention: Jim Chandler

RE: ARCHITECT'S CERTIFICATIONName of Development:

Address of Development:

Name of Owner/Applicant:

Colonial Heights Apartments

202 Charles Street, Fredericksburg, VAColonial Heights Apartrnents 2006, L.P.

The above-referenced Owner has asked our office to provide this certification regarding (i)plans and specifications, (ii) the development square footages, average unit square footages and net rental square

footages, (iii) the amenities the development will have upon completion, and (iv) federal and state requirements

pertaining to development accessibility for persons with disabilities. This certification is rendered solely for the

confirmation of these items. It is understood it will be used by the Virginia Housing Development Authority solely

for the purpose of determining whether the Development qualifies for points available under VHDA's QualifiedAllocation Plan for housing tax credits and frrture consequences for failure to provide items certified below.

Plans and Specifïcations:

Required documentation for all properties (new construction, rehabilitation and adaptive reuse)

I A location map with property clearly defined.

2 Sketch plan of the site showing overall dimensions of main building(s), major site elements

(e.g., parking lots and location ofexisting utilities, and water, sewe¡ electric,gas in the streets adj acent to the site). Contour lines and elevations are not required.

3 Sketch plans of main building(s) reflecting overall dimensions of:

a. Typical floor plan(s) showing apartment types and placement

b, Ground floor plan(s) showing common areas;

c. Sketch floor plan(s) oftypical dwelling unit(s);

d. Typical wall section(s) showing footing, foundation, wall and floor structure.

Notes must indicate basic materials in structure, floor and exterior finish,

In addition: required documentâtion for rehabilitation properties


tnitiarc QCI|

HILSTUD

LIO


certificrtion includes two (2) sepÂrate c¡lculations of square foofage:

1. Averase Unit Ssunre Feet: Measurements Include A Prorata Share of Heated Residential Common Area

2. Net Rentable Squrre Feet: Measurements Do No¡ Include A Prorata Share of Any Common Area

and Reflect All Floor Plans ofEach Unit Tvoe (l-BR.2-BR. etc

l. Average Unit Square Feet: (These measurements impact the scoring of tax credit applications)

For purposes ofdetermining the usable residential heated square feet, the building(s) were measured from theoutsirle face ofexterior walls an<l the centerline ofany party walls. AII unheated spaces and stairwellswhich are no more than heated breezeways and nonresidential, income producing commercial spaces were

subtracted from this measurement. Community rooms, laundry rooms, property manag€ment offices and

apartments, heated maintenance facilities, and other coûìmon space designed to serve residential tenants were

not deducted. Based on this procedure, I certifli the following calculations in determining the usable heated

square feet for the above referenced development:

12,838.59 (A) Total floor area in (sq. ft.) for the entire development

630.00 - (B) Unheated floor area (breezeways, balconies, storage)

0.00 - (C) Nonresidential, commercial (income producing) area

@-:@)Totalusableresidentialheatedarea(sq'ft')foithedevelopment

INSTRUCTIONS FOR AVERAGE UNIT SQUARE FEET CALCULATIONS:Provide the average unit size for each bedroom type, (1 bedroom elderly,2 bedroom garden,3bedroom townhouse, etc.) by adding the total square feet of all the same bedroom types (2 bedroomgarden with I baúh and 2 bedroom garden with 2 baths) ånd add¡ng the prorated share ofheatedcommon resident¡ål space and divide by the total number of the same bedroom fypes (2 bedroomgarden). Do not alter any items below.

Unit Types

Assisted LivingI StoryÆFF-Elderly

I Story/l BR-Elderly1Storyl2 BR-ElderlyEfficiency ElderlyI Bedroom Elderly2 Bedrooms ElderlyEfficiency Garden

I Bedroom Garden

2 Bedrooms Garden

3 Bedrooms Garden

4 Bedrooms Garden




Average

Unit Sq. Ft.{' x

0.00

0.00

0.00

0.00---i"oõ--0.00

769.65

t,044.57

1,2t0.74

0.00

0.00

Number ofUnitslType :

0

Total

Square Feet

0.00

0.00

0.00

0.00

0.00

2,308.95

6,267.42

3,632.22

0.00

0.00

t2,208.59

0.00

0.00

0.00

0.000.00

0.00

0.000.00

0.00

Total _L_Total* Including pro rata share ofheated, residential common area

rnitiaß QC14


2. Net Rentable SquareFor purposes ofcalculating Net Rentablp Square Feet, the units were measured from the face ofeach interior wall. The

values below therefore indicate the actual square footage ofeach unit floor plan. (For example, there may be 2 distinctl-bedroom floor plans, 3 distinct 2-bedroom floor plans, etc. The purpose ofthis section ofthe Architect Certification is todocument and certiff the floor space attributable to residential rental units in the development.)

HILLSTUDIO

Floor Plan

Square Feet

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

ó30.00

64t.600.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

Number of UnitsThis Floor Plan

0

Unit Type

EfficiencyEfficiencyEfficiencyEfficiencyEfficiencyEfficiencyEfficiencyEfficiencyEfficiencyEfficiencyEfficiencyEfficiencyEfficiencyEfficiencyEfficiency

I Bedroom

I Bedroom

1 Bedroom

I Bedroom

I Bedroom

I Bedroom

I Bedroom

1 Bedroom

I Bedroom

I Bedroom

I Bedroom

I Bedroom

1 Bedroom

I Bedroom

I Bedroom

Totql

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

1,260.00

641.60

o¡o-0.00

0.00

o5o0.00

0.00

0.00

0.00

0.000.00

0.00

0.00

0.00

0.00

0.000.00

0.00

0.00

0.00

I0

0.00

0.000.00

0.00

0.00

0.00

Initiaß Y)CI*

(Net Rentable Square Feet continued)

HILLSTUDIO

2 Bedroom

2 Bedroom

2 Bedroom

2 Bedroom

2 Bedroom

2 Bedroom

2 Bedroom

2 Bedroom

2 Bedroom2 Bedroom

2 Bedroom

2 Bedroom

2 Bedroom

2 Bedroom

2 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

3 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

4 Bedroom

821.70gn.n

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0,00

1,005.50

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

Total:

0.00

0

-õ-12

2,465.10

2,736.60

0.00

0.00

0.00

0.00

0.00

0,00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

3,016.50

0.00

-iìõ-0.00

0.00

0.00

0.00

-õ.oo0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

-õ¡o-0.00

0.00

0.00

0.00

0.00

0.00

10,1 19.80

0.00

0.00

0.00

0.00

0.00

0.00

0.000.00

0.00

0.000.00

0.00

0.000.00

0.00

0.00

0.00

0.00

rnttiaß 0Cú

HST

ILUD

LIO


I)evelopment Amenities:

I certify that the development's plans and specifications, work write-up, and proposed budget

incorporate all items from VHDA's most current Minimum Design and Construction Requirements.

The Requirements apply to any new, adaptive reuse or rehabilitated development(including those serving elderly and/or physically disabled households).

The Minimum Design & Construction Requirements may be found on VHDA's website at

www.vhda.com.

For any development upon completion of construction/rehabilitation: (non-mandatory amenities)

100 % a.(l) Percentage of 2 bedroom units that will have 1.5 or more bathrooms

100 % a.(2) Percentage of 3 or more bedroom units that will have 2 ot more bathrooms

! b. The development will have a community/meeting room with a minimum of 749 square feet.

0 % c. Percentage of exterior walls covered by brick (excluding triangular gable end area,

doors windows and retaining walls)

d. All kitchen and laundry appliances meet the EPA's Energy Star qualified program

requirements

e. All windows meet the EPA's Energy Star qualified progrrrm requirements

f. Every unit in the development is heated and air conditioned with either (i) heat

pump units with both a SEER rating of 14.0 or more and a HSPF rating of 8.2 ormore and a variable speed air handling unit (for through-the-wall heat pump equipment

that has an EER rating of 11.0 or more), or (ii) air conditioning units with a

SEER rating of 14.0 or more and a variable speed air handling unit, combined with gas

fumaces with an AFUE rating of 90%;o or more

g. Water expense will be sub-metered (tenant will pay monthly or bi-monthly bill)h. Each bathroom consists only of low-flow faucets (2.2 gpm maximum) and

showerheads (2.5 gpm maximum)

i. Provide necessary infrastructure in all units for high speed cable, DSL orwireless intemet service

j. All water heaters will meet the EPA's Energy Star qualified program requirements.

Initiars 2Cl+

E

EE

EE

E

tr

HILLSTUDIO

nnnn


For all developments exclusively serving elderly and/or handicapped tenants, upon completion ofconstruction/rehabilitation: (non-mandatory amenities)

a. All cooking ranges will have front controls

b. All units will have an emergency call system

c. All bathrooms will have an independent or supplemental heat source

d. All entrance doors have hvo eye viewers, one at 48" and the other at standard

height

For all rehabilitation and adaptive reuse developments, upon completion ofconstruction/ rehabilitation:(non-mandatory)

n The structure is listed individually in the National Register of Historic Places oris located in a registered historic district and certified by the Secretary oftheInterior as being ofhistorical significance to the district, and the rehabilitation willbe completed in such a manner as to be eligible for historic rehabilitation tax

credits

Building Structure:

Number of Stories

Low-Rise (1-5 stories with any structural elements being wood frame construction)

Mid-Rise (5-7 stories with no structural elements being wood frame construction)

High-Rise (8 or more stories with no structural elements being wood frame construction)

Initials

E!¡

QLt+

HILLSTUDIO


Accessibility:

I certify that the development plans and specifìcations meet all requirements ofthe federal

Americans With Disabilities Act.

I certi! that the development plans and specifications meet all requirements of HUD regulations

interpreting the accessibility requirements ofsection 504 ofthe Rehabilitation Act. Please reference

Uniform Federal Accessibility Standards (UFAS) for more particular information.

Check one or none ofthe following point categories, as appropriate:

For any non-elderly property in which the greater of 5 or 1 0% of the units (i) provide federal project-based

rent subsidies or equivalent assistance in order to ensure occupancy by extremely low-income persons;

(ii) conform to HUD regulations interpreting accessibility requirements ofsection 504 ofthe RehabilitationAct; and (iii) are actively marketed to people with special needs in accordance with a plan submitted as

part of the Application. (If special needs include mobility impairments the units described above must

include roll-in showers and roll under sinks and front controls for ranges). 50 pts.

For any non-elderly property in which the greater of 5 or l0% of the units (i) have rents within HUD'sHousing Choice Voucher ("HCV") payment standard; (ii) conform to HUD regulations interpreting

accessibility requirements of section 504 of the Rehabilitation Act; and (iii) are actively marketed to

people with mobility impairments, including HCV holders, in accordance with a plan submittedas part the Application. 30 pts.

For any non-elderly property in which at least four percent (4o/o) of the units conform to HUDregulations interpreting accessibility requirements ofsection 504 ofthe Rehabilitation Act and are

actively marketed to people with mobility impairments in acco¡dance with a plan submitted as part

of the Application. 15 pts.

As architect ofrecord for the above referenced development, the above certifications are

conect to the best of my knowledge.

¡

E

n

Signed:

Printed Name:

Title:

Virginia Registration #:

Phone:

Date:

Donald C. Harwood

Architect

s297

864-9t5-2126

5/6/09

NOTE TO ARCHITECT: Any change in this form may result in disqualification or â

reduction ofpoints under the scoring system. Ifyou have any questions, please call JimChandler at VIIDA (804) 343-5786.

Return this certification on Architect's Lefterhead to the developer for inclusion in thetax credit application package.

Appendix F - VHDA's Universal Design Standards Certifïcation

HISTU

LLDIO

E Units in the development will meet VHDA's Universal Design Standards.Before issuance of IRS Form 8609, applicant will provide documentation to VHDA as

evidence that such units meet VHDA's Universal Design standards.

The number of rental units that will meet these standards:

The total number of rental units in this development: 12

NOTE: For Elderly Developments, 100% of the units in the development must meet theUniversal Design standards in order to qualify for points.

For Family Developments, points are awarded based on a percentage of thenumber of units meeting the Universal Design standards.

For the tax credit applicant to quali$, for points associated with Universal Design,

the architect of record must on VHDA's list of Universal Design certified architects.

ffiAppendix F' - EarthCraft or LEED Development Certification

HILLSTUDIO

E Earthcraft Certification - The development's design meets the criteria forEarthCraft certification according to energy modeling projections and the areas ofemphasis worksheet. Before issuance of IRS Form 8609, applicant will obtain andprovide EarthCraft Certification to VHDA.

fl LEED Certification - The development's design meets the criteria for the U.S.Green Building Council LEED green building certification. Before issuance of IRS Form8609, applicant will obtain and provide LEED Certification to VHDA.

NOTE: Select only one of the above two options.

For the tax credit applicant to qualifu for points associated with this section,the architect of record must on VHDA's list of LEED or Earthcraft certifiedarchitects, as appropriate.

Signed:


Date:

Architect of Record

(same individual as on page 8)

516/09

Appendix F - LEED Accredited Design Team Member Certification

1. Please identify the following information of the LEED Accredited Professional:

HILSTUD

LIO

Name:

Company:Tirle:

Phone Number:

Fax Number:

Email:

Evelyn A. Slone

Hill studio. P.cDirector of Planning

540-342-5263s40-34s-562s

eslone@hillstudio. com

2. List below the attributes of the proposed development which would or may qualify for pointsunder the U.S. Green Building Council's LEED certification rating system: *

(Add space as necessary)

r Sustainable Sites - Credit 2: Development Density & Community Connectivity¡ Sustainable Sites - Credit 4. l: Altemative Transportation, Public Transportationr Water Efficiency - Credit 1.1: Water efficient landscaping (50% reduction)¡ Water Efficiency - Credit 1.2: Water Efficient Landscaping, No IrrigationI Water Efficiency - Credit 3.l: Water Use Reduction (20%)¡ Energy & Atmosphere - Credit l: Optimize Energy Performance, Existing Building Renovations! Materials & Resources - Credit 2.l: Construction Waste Management (divert 50%)

' Indoor Environmental Quality - Credit 4.2: Low-Emitting Materials (paints & coatings). Indoor Environmental Quality - Credit 4.3: Low-Emitting Materials (carpet systems)

' Indoor Environmental Quality - Credit 6.2: Controllability of Systems, Thermal ComfortI Lìdoor Environmental Quality - Credit 7. l: Thermal Comfort Design

j

*vation & Design - LEED Accredited Professional

Please attach a copy of the LEED Accredited Professional Certificate to this document.

05/06/09Date

* This page must include items that would qualify for points under the LEED certificationsystem. No noints will be awarded in this catesorv if nothine is listed here.

"* This individual is not required to be the architect of record signing the Architect Certification. It issufficient that this individual is a member of the design team,

11

The U. S. Green Building Councifhereby certifies that

Evelyn Slone

has successfully demonstraüed knowledge of thegreen building design and construction industry and the

Leadership in Energy *d Environmental Design (LEED@) 2.0Green Building Rating system, Resources and Process required

to be awarded the title of

LEED@ 2.0 Accredited Professional

L*,,H,..H"*,Ð.

S. Richard'F edrizzi, President,CEO and Founding Chairman

I errance Fitzserald Tidewater lnisulators LLC 01/30/2008

Scott Flemino Rust-Orlinq Architecture, lnc. 0513112007

Gerald Forsburo Shenandoah Desiqn 0212612009

Richard Funk CBF Associates, Architects 01/30/2008Richard Gaiarskv a513112007

Seroio Gambale ñ/iencek + Associates 12t05t2007

Reqina Gerner Fairfax Countv Deoartment of Housinq and Commu 01/30/2008

Jodv Gibson Ihe Lane Group, lnc. 05/06/2009

Geoffrev Gooan 01/30/2008

Rav Graham F&W Management 05t31t2007

Mike Green 3ozzuto Construction Company 02t26t20090harles Greenburq IDG Architects. LLC o5t31t2007

Sheila Greqq Sol Aoua Terra 02t26t2009Iin Greqory Richmond Metropolitan Habitat for Humanitv 12t15t2008

3rian Srosholz Bozzuto Construction o2t26t2009

3hris 3rubbs Rehab Builders. lnc. 12t15t2008

Elizabeth Sruben Gruben Desion o5t31t2007

Jessica iuqlielmo Viroinia Beach Communitv Development Corporatio 1211512008

Tim 3underman Sterlino Construction Comoanv. lnc. 0612612008

Patrick lagqertv Balodemas Architects 12t15t2008

Tom lale Hanover Habitat for Humanitv 12t1512008

Rosie Hall Holv Tabemacle Housinq and Economic Developmt 0513112007

Jeff Harbinson Harbinson & Associates. Architects, P.C. 't2t05t2007

Carl Hardee Lawson Realtv 01/30/2008

Mickev Harden Aurora Consultinq. LLC 01/30/2008

Steve Harder AHIP 0513112007

David Haresion Bonstra Haresiqn Architect 12t05t2007

Katie Harrioan vValter Parks Architects 01/30/2008

Ron Hartzheim fown and Contry Mechanical 02t26t2009Donald Harwood HillStudio, P.C. 01/30/2008

John Heaov Bozzuto Construction 05/06/2009

Ihomas Heatwole Commonwealth Architects 05/06/2009

James Heffner Heffner Architects 05/06/2009

Ricardo Hendi R. HendiArchtiect 05/06/2009

[¡'like Henehan Bozzuto Development Company o2t26t2009

Rov Hiil Fixture Soecialists lnc. 01/30/2008

Josh Holloway Sommunitv Housino Partners o2t26t2009

Varv Kav Horoszewski y'iroinia Beach Communitv Develooment Corporatic 12t15t2008

3rian Tudson :{CS Contractinq 1211512008

Vark Humbertson 3RW Architects 1210512007

)avid Hunter rord coolan macht 01/30/2008

¡Vesley Hurt foler lnsulatino 09t12t2008Robert Johnston Sommonwealth Architects 0612612008

Gary Jones 1211512008

Kermit Jones Holv Tabernacle Housing and Economic Developm, 05t3112007

Ronald Keenev Keeney & Co., Architects, PLC 05/06/2009

Janice Kendall Hunt lnvestments, LLC 0612612008

Stuart Kessler Nordic Consultinq Group, LLC 1012512007

John Kim Harkins Builders, lnc. 05/06/2009

Kevin Kinq R.L. Price Construction. lnc 0612612008

[¡lurray Kirk S.L. Nusbaum Realw ComDan! 01/30/2008

Douo Kleffner Johannas Desion Grouo 09t12t2008

-awrence Kliewer Cox. Kliewer. and Companv, PC 01t30t2008Jeni rle AHIP o5t31t2007

Frank (oncz úúelcome Home CDC '12t15t2008

TAB G(Relocation Assistance Plan)

Colonial Heights Apartments 2006, LP abided by the VHDA RelocationGuidelines attached, during the resident relocation process. Therelocation process was begun in December 2006 and completed in funeof 2007,

VHDA

Relocation Assistance Guidelines

These guidelines are the Authority's standards for the provision of assistance to tenants forced torelocate because of changes in the use or condition of their rental units regardless of the length of the

rernaining lease term.

Any contract for the acquisition of a site with existing residential property may not require an

ernpty building as a condition of such contract, unless relocation assistance is provided to displacedhouseholds, if any, at such level required by the Authority below.

i. Applicabilitv

The guidelines apply to all developments that will displace existing tenants and must be followedto qualify for Low Income Housing Tax Credits. These guidelines will be incorporated by reference inand enforced by the Contract to Enforce Representations Regarding Low-Income Housing Tax CreditDevelopment if the development qualifies for a reservation of credits.

The guidelines apply to all multi-family buildings when tenant rrìoves are required for reasons

snch as rehabilitation, demolition, and sale by contract specifying an empty building. They apply torented single-fan-rily houses when tenancies are terminated because of planned demolition.

II. Summary

In the situations specified above, owners must undertake the following:

l) Relocation payrnents2) Relocation assistance3) 120-day vacate notice4) Full cor¡munication of plans

III. Relocation Pa)¡rnents

Owners must provide relocation payments to all households receiving notice to vacate the

development and not return to the existing development. See item V. for Temporary Relocation. Thepayments are designed to help cover moving expenses and the additional costs of relocation. Relocationpayments for unfurnished dwelling units should be in accordance with the current moving expense

schedule for Virginia under the Uniform Relocation Act. The payments currently specified by the Act are

as follows:

Occupant owns furniture Occupant does not ownfurniture

Number of rooms of furniturcI

room

)rooms

3rooms

4

rooms5

rooms6

rooms7

roomsI

roomsEachadd'1.room

I roomnot furn.

Eachaddtl. room

550 750 950 I 150 1350 1550 1750 t 950 200 350 /5

RELOCATION ASSISTANCE GUIDELINES, continued

To each leaseholder whose gross income is less than 50%o of the applicable Area Median GrossIncome (AMGI) adjusted for household size, owner/applicants must provide a relocation payment oftwice the amount listed above.

Owners are encouraged to discuss the details of their relocation plans with the Authority staff inorder to identifl, special tenant circumstances that might require fine tuning of the arrangements.

Owners must make at least half of the relocation payrnent when a tenant gives a definite move outdate, the remainder to be paid when the tenant actually vacates. Many need this to help pay the securitydeposit on their next residences. Owners are urged to give careful consideration to providing relocationpayments to tenants who have not yet received their 120-day notice to vacate but have compelling reasonsto move early.

IV. RelocationAssistance

Owner/applicants should provide additional relocation assistance such as:

. Expediting return of security deposits, or allowing tenants to apply them to the last month's rent

. Contacting comparably priced rental complexes to request priority for persons being displaced

. Providing transportation for tenants needing to look at other housing, especially those who areelderly or disabled

Giving attention to the special problems of timing moves for families with school age children

Offering to help (trucks and drivers) move furnishings

Relocation assistance and services should be made available to tenants not only during regularbusiness hours but during evenings and weekends to accommodate tenants who would otherwise have tomiss work. Owners should provide tenants written materials andlor translation services in their nativelanguages ifnecessary

V. Temporarv Relocation Assistance

Owner/applicants must provide assistance for two moves when it is necessary for occupantsquali$'ing for a renovated unit to move temporarily during the renovation work and then return to a

renovated unit. Assistance can be either a payment to reimburse the actual cost of the move and utilitytransfers or moving services provided by the developer and a payment to cover the cost of utilitytransfers. Tenants are expected to provide documentation of their expenses. Payment for only one lroveis required if the tenant elects in writing to move to a renovated unit and not return to his or her originalunit.


VI. 120-Da)¡ Notice to Vacate

State law requires 120-day vaÇatenotice for all condo and co-op conversions and for any changein the use of buildings with at least four rental units. These guidelines extend that notice period to allmulti-family rental units vacated due to rehabilitation or demolition, and to single-family houses beingdemolished.

VII. Full Communication of Renovation and Relocation Plans

Owners must inform tenants of renovation and relocation plans as soon as possible, and toarrange for interpreters to help non-English speaking persons understand what the owner intends to dowith the property. Open cornmunicatior-r with tenants about plans for the development can be helpful toboth owner and occupants by rninimizing rumors and misunderstandings.

Owners of complexes containing 20 or more units are required to submit a renovation andrelocation plan to the Authority and to affected tenants. The plan should be as complete as possible, andupdated as changes are made. The scope of the plan should be appropriate to the scale of thedevelopment being renovated, including al a minimum:

1) Narne, address and contact person for the owner/ developer/ n'ìanagement comparry2) Scope of the work to be clone and phasing of work, including estimated tin, etables3) Relocation payments and services to be offered4) Anticipated rents and rental policies after the changes5) Measures planned to minimize construction irnpact on occupied units.

The plan should be submitted to the Virginia Housing Development Authority, Multi-FamilyDevelopment Division, Attention: Tax Credit Program Administrator.

VIII. Documentation of Compliance

Owner/applicants are required to maintain frles which can, if required by the Authority, documentcompliance with the above requirements. Such files should include, but not be limited to copies ofrelocation plans, notices, canceled checks, and other items providing evidence of compliance with theabove requirements.


REQUIRED NOTICE WHEN BUILDINGS UNDERGO CHANGE

Section 55-222 of the Code of Virginia requires 720 days' notice to tenants being vacated fi'omany building containing at least 4 residential units, if the building is to be renovated, demolished, sold on

a contract requiring an empty building, or converted to hotel, motel, apaftment hotel, or other commercialuse.

Vireinia Code Section 55-222

NOTICE TO TERMINATE A TENANCY; ON WHOM SERVED; WHEN NECESSARY. - ATENANCY FROM YEAR TO YEAR MAY BE TERMINATED BY EITHER PARTY GIVING THEREMONTHS; NOTICE, iN WzuTING, PRIOR TO THE END OF ANY YEAR OF THE TENANCY, OFHIS INTENTION TO TERMINATE THE SAME. A TENANCY FROM MONTH TO MONTH MAYBE TERMINATED BY EITHER PARTY GIVING THIRTY DAYS' NOTICE IN V/RITING, PRIORTO THE END OF THE MONTH, OF THIS INTENTION TO TERMINATE THE SAME. HOWEVER,I2O DAYS' WRITTEN NOTICE IS REQUIRED IF THE TERMINATION IS DUE TOREHABILITATION OR A CHANGE IN THE USE OF ALL OR ANY PART OF A BUILDINGCONTAINING AT LEAST FOUR RESIDENTIAL UNITS. CHANGES SHALL INCLUDE BUTNOTBE LIMITED TO CONVERSION TO A HOTEL, MOTEL, APARTMENT IJOTEL OR OTHERCOMMERCIAL USE, PLANNED UNIT DE,VELOPMENT, REHABILITATION, DEMOLITiON ORSALE TO A CONTRACT PURCHASER REQUIRING AN EMPTY BUILDING. THIS 120-DAYREQUiREMENT SHALL NOT BE WAIVE,D; HOWEVER, A PERIOD OF LESS TI-IAN 120 DAYSMAY BE AGREED UPON BY BOTH THE LANDLORD AND TENANT IN A WRITTENAGREEMENT SEPARATE FROM THE RENTAL AGREEMENT OR LEASE EXECUTED AFTERSUCH NOTICE IS GIVEN AND APPLICABLE ONLY TO THE 120-DAY NOTICE PERIOD. WHENSUCH NOTICE IS GIVEN TO THE TENANT IT MAY BE SERVED UPON HIM OR UPONANYONE HOLDING LTNDER HiM THE LEASED PREMISES, OR ANY PART THEREOF. V/HENIT IS BY THE TENANT IT MAY BE SERVED UPON ANYONE WHO, AT THE TIME , OWNS THEPREMISES IN WHOLE OR IN PART, OR THE AGENT OF SUCH OWNER, OR ACCORDING TOTHE COMMON LAW. THIS SECTION SHALL NOT APPLY V/HEN, BY SPECIAL AGREEMENT,NO NOTICE IS TO BE GIVEN; NOR SHALL NOTICE BE NECESSARY FROM OR TO A TENANTV/HOSE TERM IS TO END AT A CERTAIN TIME.

THE WzuTTEN NOTICE REQUIRED BY THIS SECTION TO TERMINATE A TENANCYSHALL NOT BE CONTAINED IN THE RENTAL AGREEMENT OR LEASE, BUT SHALL BE ASEPARATE WRITING.

{<t rk*'ß*'|<*****

For buildings containing fewer than 4 residential units, the Authority requires the same 120-day vacatenotice to tenants.

The Virginia Condominium Act requires in Section 55-79.94(b), as amended in 1980, that tenantsof all complexes being convefted to condominiums be given 120 days' notice to vacate.

TAB H(PHA/Section I NotifTcation Letter)

.A.PR.30.2009 l.L:41 5406049949 #12t4 F.002 /003

Ëolonial Heights Apartments 200Ë, L.P.

TO:

c/o Central VirgÍnía Housing Coalition208 Hudgins Road

Fredericksburg, VA ?2408

April28, 2009

Central Virginia Housing Coalition208 Hudgins RoadFredericksburg, Virg in ia 22408Attention: Mary Arrne Bryant, Deputy Director

PROPOSEÐ AFFORDABLE HÖUSING DEVELOPMENT

Name of Development: Colonial Heights Apartments

RE;

Name of Owner: Ço]?nial Heights Apagments 2006, L.F.

I would tike to take this opportunity to notify you of a pröposËd affordablehousirtg development tq be cornpleted in your jurisdiction- We are in the process ofapplyíng for federal low-income housing tax credits from the Virginia HousingDevelopment Ar-rthority (VHDA), We expect to rnake a representatiçn in that applicationthat we witl give leasing preference to households on the local PHA or Sectiorr I waitinglist- Units are expected to be compleied and available for occupancybeginning -.$eptember 20ts

The following is a hrief description of the proposed development:

Development Address (should correspond tc 1,4"2 on päge 1 of the Application):200-202 Charles Street, Fredericksburg, VA 224A1

Propased lmprovements:

El ruew Construction: 12

ffi Adaptive Reuse;

n Rehabílitatton:

(Should correspond with l"Ë & D and Ill.A of the application)

# Unils 1 # Buildings 12,838-B Total Gro$$ Floor Area1

# UnÍts# Units

# Buildíngs# Buildings

2,764.42 Total Gross Floor AreaTotal Gross Floor Area

Proposed Rents (should correspond with Vll.C of the Application):

E Eff¡ciencies; $E t neOroom Unite; $H 2 ne¿room Units: $El 3 Bedroorn Units: $n 4 Bedroom Units. $

700475

/ month/ month/ month/ month/ month

900

-A.FR.30, 2009 LL r {1. 5406049949 #1214 F.003 /003

PHA or SEÇ fi Nctification Letter, continued

Other Descriptive lnfcrmation (should correspond with inforrnatiqn irr the application):

We will appreciate your assistance in identifying qualified tenants. tf you haveany questisns aþout the proposed development, please calf me at {rxx) xxx-xxxx.Please ackr¡owledge receipt of this letter by signing below and returning it to me.

Sincerely yours,

Representative çf Owner/App licantTitle

To be completed hy the Local Housing Authority or $ec I Administrator:

Seen and Acknowledged

Frinted Name:

ritte: llcüSr',\¿r, PË$alì-¡ru.g þ{,þr.\Å-6Ëf- ,.,"",.-..-,-..,,,-.,.-

phone: ß4n ,lo}q.qq 4Õ

prtu, ,{liÇLL

NÕTE: Any chenge in this form letter mây result in a reduetiorr of points under thescoring sy+tern. lf you have any questions, please call Jim Chandler ät VHDA{804} 343-5786.

TAB I(Local CEO Letter)

Beverþ R. CameronActing City Manager

Jim ChandlerVirginia Housing Development Authority601 South Belvidere StreetRichmond, Virginia 23220

VHDA Tracking Number:Development Name:

City of FredericksburgP.O.B,ox7447

Fredericksburg, VA 22404-7447Telephone: 5 40-37 2-1010

Fax: 540-372-1201

April 16,2009

2009-Z.-35Colonial Heiehts Apartments

Development Jurisdiction:Name of Owner/Applicant :

City of Fredericksburg, VirginiaColonial Heights Apartments 200ó, L.P.

DearMr. Chandler:

The construction or rehabilitation of the above-named development and the allocation offederal housing tan credits available under IRC Sectio¡42for said development will helpto meet the housing needs and priorities of the City of Fredericksburg. Accordingly, the

City of Fredericksburg supports the allocation of federal housing tax credits requested byColonial Heights Apartments 2006, L.P. for this development.

Verytruly yours,

Á,&r ú^-úeroerly R/cameronActing City Manager

Tab J

Homeo\rynership Plan

l{ot Applicable

TAB K(Site Control Documentation)

.;UUt TJL¿68

NOTICE TO CLERK OF CCIT]RT T'HIS IS A DEED OF ASSIJMPTION BY'IWHICH TT{E GRANTEE ISASSUh,fINCì TIIE LIABII,ITIES OF THE GRANTOR UNDER A DEED OF TRUST, AS DESCRIBED HEREIN"ORIGINALI,Y SECURING IN TTIE AGGREGATE $62,000,00, ON WHICH CONSIDERATION RECORDINGCOS]'S WERE PREVIOUSLY PAID. TT{E NEW OR ADDITIONAL CONSIDERATION TOTALS THREEHUNIIREÐ FORTY ]I{REE THOUSAND FiVE HUNDRED FORTY SIX AND 96/100 DOLLARS($343,5'1ó.9(Ð. (í,[ ].d.,t"Tax Farcel l.los.iGPINS: j¿ü "-.ll ,,í

Consirlemtion Paid: $ 400,000.00Assultptiou Bal¿rnce $ 56.453.04Cash: $ 343.546.96

Prepared by and to be retumed to:Kanady & QuiruL P,C.7130 GlenForest Drive, Suite 120Riclunond" V tr gßta 23226

TIIIS DEED OF.{SSUMPTION, made and entered into this ,-#árrof ÍipiZOOS, by

and betr¡¡een CENTBA a Virginia nonstock

corporation, to be inclexed as grantor (the "Grantoi') and C9LONIAL IIEISüIæAPABTI\'IENTS :2006" L.P.. a Virginia limited partnership, to be indexed as grantee (the

"Grântee''), provides as fbllows:

WITNESSETH:

That for and in consicleration of the sum of Four Hundred Thousand and 00/100 Dollars

($400,Cû0.00), of which Three Hundred Forty Three Thousand Five Hundred Forty Six and

96/100 Dollars ($34:1,546.96) is cash in hand paid, and Filty Six Thousand Four Hundred Fifly

Thre:e anrl 04/100 Dollars ($56,453.04) is the balance due under a certain Deed of Trust Note and

Grant Ag¡reement he,reinafter set forth, and the obligation to pay such balance due is being

assumettr by the Grantee pursuant to this Deed, the receipt of all of rvhich is hereby

ackttowle,dged by the Grantor, the Grantor does hereby grant, bargain, sell and convey with

GEl.fE:R-riL WARRAN'IY and. ENGLISH COVENANIS OF TITLE, unto Grantee, all the

follo'n'ingg described tract or parc,el of land, with improvements thereon, to wit:

See attached Exhibit "A'

1'his conveyance is made subject to a certain Real Estate Deed of Trust dated July 7,

2004 (the "Deed of Trust"), securing a note (the "Note") and grant agreement (the "Grant

Agteeme,nt") of even date, the Note in the original principal amount of Thirty One Thousand and

00/ 100 L)ollars ($31,000.00) and the Grant Agreement in the original principal amount of Thirty

One llhousand and 001'100 Dollars ($31,000.00), which Note and Grant Agreement are made in

favcrr of The Virginia Foundation for Housing Preservation (now known as Virginia Community

.. -t

Capital, lnc.), and âs parf of the consideration for this conveyance, the Grantee assumes the

balance due on said Note and Graût Agreement, the present unpaid balance on the Note being

Twenty-Six Thousand Four Hundred Fifty Three and 041100 Dollars ($26,453.0¿t) and the

preser.ú unpaid balance on the Grant Agreement being Thfuty One Thousand and 0o/100 Dollars

(S31,ir00.0(]). The Grantee lrereby c,everiants and agrees to conrply with all of the terms and

condif:ions sontained in the Note (including without limitation to pay the Note in ascordance with

its terms). the Grant Agreement a,nd the Deed of Trust, as evidenced by the exÊcution of this

Deed of Assumption by the Grantee.

WITNESS the following signatures and seals, all of which have been exeçuted with

proper authorization.

fSignatures and Notarial Certififirtions on Following Pages]

GRAN'|EE'S ADDRESS:

2CI8 Ì{udgins RoadFredericksburg, Virginia 224,OB

'ì-a

GRANTOR:

CENTRALa Virginia

By:Its:

ING COALITION, INC

coMMoì{wEALTH OF VTRGTNTA ))

CIrY/COL|NTY OF {'h i,f i'ì f D )

The fbregoing instrumpnt was acknowledged before me,Notar-y Public, this _\{'Jfr day of _ tr]1n-tlwho lras pr-esented identifrcation of V&acknou,ledged this instrument under the"penaþHousing Coalition, Inc., a Virginia

Notary Public

r ''ïj" .¡,

GRANTEE;

COLONIAL TMIG}ff S APARTMENTS 2006, L.P.a Virginia limited partnershipBy CVHC Colonial Heights Apartments, Inc.Its General

By,Name:lts:

coMMoNwEALTH OF VTRGTNTA ))

crry/cot-rNry oF $nn U)_)

The foregoing instrumelt was acknowledged before me,Notary Public, this _jÚl [¿¡- day of n&,Vwho has presented identification ofacknouledged this instrument under penalty of perjury as CVHC Colonial HeightsApari;ments, Inc., a Virginia coryoration, the General Partner of Colonial Heights Apartments2006.,L,P., a Virginia limited partnership, on behalf of the partnership.

"Ø

Registration Number:My commission expires:

Notary Seal (sharp,r.t-'tUl-iär#Jitølically reproducibte)

W&¡iii:$.",'lt'

,' ,l

-r¡

EXHTBIT ^4.

PROPERTY DESCRIPTION

LEG,A.L DESCRIPTION FOR A 0.3415 ACRE TRACT OF LAND AS RECORDED IN PLATBOOK 4, PAGE 29 OF HE CITY OF FREDERTCKSBURG, VIRGINIA LAND RECORDS;SAID 0.3415 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METESAND BOL]NDS ON TI# ALTA/ACSM LAND TITLE SURVEY MADE BY HGP, INC,DAT}JD MARCH 6,2007 AS FOLLOWS:

Beginning at a drill hole found in the Western line of Charles Street and 130.2 feet South of thecenterline of Dunmore Street for the Northeast comer of this tract and the POINT OFBEGINtrNII.{G; TFIENCE,

With the ü¿esterly right of way of Charles and Dixon Street, the following two courses.

1. South 26" 32' 30" East, 77.68 feet to a drill hole found 0.2' from a building; TIIENCE,2. Sorúh 14" 07' 35" West" 106.00 feet to a 5/8" iron rod set at the Southeast corner of this

site, same being a corner to Downtown Greens as recorded in Instrument No2A0340200A; TI{ENCE,

Leaving t1rc right of way of Dixon Street and with the common line of both this tract and tractsowned by Downtown Greens as recorded in Instrumert Nos. 2003402000 and 2001206000, thefollorving'flrve (5) courses,:

1 North 62" 36' 16"' West, 20.00 feet to a 5/8" iron rod set; TFIENCE,2 North 60" 10' 30" West, 100.00 feet to a 1" kon pipe found; TFIENCE,3 Nofih 63" 27' 29" East, 9.94 feet lo a 5/8" iron rod set; TIIENCE,4 North 26" 32' 30" West, 58.60 feet to a 5/8" iron rod set; THENCE,5 North 63" 25' 5'1" East,126.30 feet

to the POINT OF BEGINNING, containing 0.3415 acres of land, more or less.

BEING the same property conveyed to Central Virginia Housing Coalition, Inc. by deed fromDixotr Street Associates, a Virginia limited partnership, dated January 7, 1999 and recordedJanua.r¡, 7,1,1999, in the Clerk's Offtce, Circuit Court, City of Fredericksburg, Virginia, in DeedBooi:320. page92.

I iit.qT tl¡t liHT *U,3r]ilil i ;,3Ëþltt Ljþ:L¡t¡i il{ iHe L.LtiÌ:i1 ¡ Uiii.L.t Llr

i HtLrEtilL.tibsl¡i'lÈ 1.1 I T'JiÏ¡f . ¡ -F'5¡lii'tÍlï lit .i¡JUö 'ìl Éllf¡:nl1

534+" ilfi 'rftåï\iîi.ïË i*:i åçÅi FåIi' *-qä[ritiifit[ äi *fr: 3å.l*,3'rrË rJt-' ïijf \iÈ. i,i]E,-jr'¡'l-i- ¡ É ;i l."i iin i ;-t;- ¿i , Ë i ?'? linåifilL' F¡li'Uij L''iL.ät'¡' +¡i¿!i-r¡J

þil¡iHillil'{ ':' i!l lLätLL: L.i..L.i{f!

TAB L(Plan of Development CertifTcation Letter)

Stephen J. Smallwood, C.B.O.Director of Building and DevelopmentServices

RE:

City of Fredericksburg715 Princess Anne Street

P.O.Box1447Fredericksburg, V A 22404 -7 447

Telephone: 540 372-1080Fax:540 310-0636

March l8,2OO9

Virginia Housing Development AuthorityAttention: Jim Chandle¡601 South Belvedere Street

Richmond, Virginia 23220

PLAN OF DEVELOPMENT CERTTNCATION

Name ofDevelopment:Name of Owner/Applicant :

Name of Seller/Cunent Owne¡:

Colonial Heiehts Apartrnents

Colonial Heiehts Apa¡finents 2006 L.P.

Colonial Heiehts Apa¡tments 2006 L.P.

The above-referenced Owner/Applicant has asked this office to complete this form letter regarding the

site plan of the proposed Development (more fully described below). This certification is rendered solely forthe purpose of confirming the status of plan of development or site plan approval ofthe Development. It isunderstood that this letter will be used by the Virginia Housing Development Authority solely for the purpose

of determining whether the Development qualifies for points available under VHDA's Qualified Allocation

Plan for housing tax credits.

DEVELOPMENT DESCRIPTION: (To be provided bythe Owner)

Development Address (should correspond toI.A.2 on page 1 of the application):202 Charles St.

401-405 Dixon Street and 200 Cha¡les Street

Legal Description (should comespond to the site control document in the application):

All that Çertain lot or parcel of land together with all buildings and improvements thereon,

situate, laying and being in the City of Fredericksburg, Virginia" containing 14,872 square

fee! more or less, as shown on plat of survey prepared by Eugene W. Knisely, C.L.S., dated

August g, 1982, revised August 24, 1982, and recorded in Plat Book 4, Page 29, in the

Clerk's Offrce of the Circuit Court of the City of Fredericksbrng, $¡g!4þÀnd being the same property conveyed to Central.Virginia Housing Coalition, Inc., from

Dixon Street Associates by deed dated October 15ú, 1998

Plan of DevelopmentNumber: COLONIAL IIEIGHTS APARTMENTS Tax Map # 90 Parcels 202

and 401, Prepared by Anderson and Associates, fnc., Job Number

25181, Approved by the City of Frederieksburg, ,A.ugust 10, 2007

PLAN OF DEVELOPMENT CERTïf'ICATION, continued

Proposed Improvements (should corespond

X ruew Construction: 12 # Units

with I.B & D and III.A of the application):

# Buildings# Buildings# Buildings

15,669 Total Gross Floor Area2,538 Total Gross Floor Area

Total Gross Floor Area[lAdaptive Reuse:

I RetraUititation:2 # Units

# Units

Other Descriptive Information: (Should correspond with information in the application)

w Conskuction Addition B: 495 SF + 276 SF Stairs: l " Floor: 4.302 SF + 276 Stairs:Floor: 4-302 SF + 276 SF Stairs: 3'd Floor: 4.253 SF + 276 SF Stairs: Garase: l2l3

SF. : 15.669 SF. Existine Buildine: 2.190 SF + 348 SF Porches :2.538 SF.

LOCA.L CERTIFICATION: (To be completed by the appropriate local offrcial)

Check one ofthe following as appropriate:

The proposed development described above has an approved final plan ofdevelopment or site plan (as

applicable to the site). No further plan of development or site plan approval is required beforeissuance of a building permit.

The proposed development is an existing development with proposed renovations and no additionalplan of development approval is needed.

The above plan of development approval is in effect until: TT{E SITE PLAN WILL EXPIRE ONAUGUST 10, 2012, FIVE YEARSFROM TT{E APPROVAL DATE. THEBUILDING PERMIT WILL NOTEXPIRE UNLESS WORK CEASES ATTHE SITE FOR MORE THAN SD(MONTHS.

Printed Name:

:..-- r sl

X

n

,t r". btaeo't>c= È ( ùs

TABM(Zoning C ertificatio n Letter)

Raymond P. Ocel, Jr.Director of Planning andCommunity DevelopmenUZoning Administrator

City of FredericksburgP.O. Box7447

Fredericksburg, VA 224A4-7 447Telephone : 540-37 2-1 17 I

Fax: 540-372-6412

TO: Virginia Housing Development Authorþ601 South Belvidere StreetRichmond, Virginia 23220Attention: Jim Chandler

ZONING CERTIFICATION

Name of Development:Name of Owner/Applicant:Name of Seller/Current Owner:

Colonial HeiehtsColonial Heights Aparhnents 2006, L.P.Colonial Heights Aparhents 2006, L.P.

The above-referenced Owner/Applicant has asked this office to complete this form letterregarding the zoning of the proposed Development (more firlly described below). This certification isrendered solely for the pu{pose of confirming proper zoning for the site of the Development. It isunderstood that this letter will be used by the Virginia Housing Development Authority solely for thepurpose of determining whether the Development qualifies for points available under VHDA's QualifiedAllocation Plan for housing tax credits.

DEYELOPMENT DESCRIPTION:Development Address:

2æ-202 Chorles Slreet, Frederickburs, VA 22Æ1

Legal Description:All that certain lot or parcel of land together with all buildings and improvements thereon, situate,laying and beine in the City of Fredericksburg, Virginia containing 14,872 square feet, more or less,

as shown on plat of survey prepared by Eugene W. Knisely, C.L.S., dated August 9, 1982, revisedAuzust 24,1982, and recorded in Plat Book 4, Pace29, in the Clerk's Office of the Circuit Court ofthe City of Fredericksburg, VirginiaAnd being the same property conveyed to Central Virginia Housing Coalition, Inc., from Dixon StreetAssociates by deed dated October lsrs, 1998

Proposed Improvements :

X New Construction:[lAdaptive Reuse:

I nenauilitarion:

L2 # Units# Units# Units

# Buildings 12,838.6# Buildings 2,764.02

Total Gross Floor AreaTotal Gross Floor AreaTotal Gross Floor Area# Buildings

ZONING CERTIFICATION, Page Two

Current Zoning: Commercial Transitional (CT) allowing a density ofMay continue with non-units per acre, and the following other applicable conditions:

conforyling use of the property provided activity meets non-conforming use zuidelines.

Zoning is proper only if the property on which the development is or will be located complies withexisting zoning requirements; provided, however, that if the zoning is not residential with an "R"desþation, z.oning will not be deemed to be proper, unless the chief executive officer of the localitycertifies, on behalf of such locality, approves the request of the above-referenced Owner/Applicant tosuch locality that the zoning be deemed to be proper for the sole purpose of awarding poins under theQualified Allocation Plan, notwithstanding that the zoning for the property does not have an "R"designation.

Other Descriptive Information:Site contained th¡ee (3) adjoining buildines. Proiect development included the demolition of two (2)

,portions of the existing building and rehabilitation of the remaining structure. A new adjoining structurewill be built to include 12 apartments, for a total of 14 aparhnents.

LOCAL CERTIFICATION: (To be completed by the appropriate local official or Civil Engineer)

Check one of the following as appropriate:

The zoning for the development described above is an approved non-conforming use. To thebest of my knowledge, there are presently no zoning violations outstanding on this property. Nofurther zoning approvals and/or special use permits are required.

The development described above is an approved non-conforming use in an "R" zoningdesignation. To the best of my knowledge, there are presently no zoning violations outstandingon this properly. No further zoning approvals and/or special use permits are required.

There are no zoning requirements currently applicable to the site described above.

(Printed Name)

Zoning Administrator(Title of Local Official or Civil Engineer)

Phone: 540-372-1179

X

n

u

Raymond P. Ocel, Jr.

Date: û?.ja'a7

ZONING CERTIFICATION, Page Three

To be completed only by Chief Executive Offrcer (applicable only if zoning does not have rR'designation):

X The zoning for the proposed development does not have an "R" designation, however, the chiefexecutive officer of the locality certifies in the space provided below that he/she haso on behalf ofsuch locality, approved the request of the above-referenced Owner/Applicant to such localþ thatthe zoning be deemed to be proper for the sole purpose of awarding points under the QualifiedAllocation Plan.

The undersigned, who is the chief executive offrcer of the City/County ofFredericksburg , Virginia" hereby certifies that he/she has, on behalf of such locality,

approved the request of the above-referenced Owner/Applicant to such locality that the zoning bedeemed proper for the sole purpose of awarding points under the Qualified Allocation Plan,notwithstanding that the zoning for the property does not have an 'oR" designation.

Phillip L. Rodenbere(PrintedName)

City Manaser(Title of Chief Executive Officer)

Date: JA /latJr'-aCIO'

NOTE TO LOCALITY:1. Return this certification to the developer for inclusion in the tax credit appllcation package.2. Any change in this form may result in a reduction of points under the scoring system. If you have

any questions, please csll Jim Chandler at VIIDA (804) 34$5786.

NOTE TO DEVELOPER: You rre strongly encouraged to submit this certification to the appropriate localoflicial at least three weeks in edvance of the application deadline to ensure adequate time for review andapprovaL

TAB I\(Copies of 8609's To Certify Developer Experience)

VHDA/Utility Allowance Schedule – 7/2009 Page 1 of 1

Virginia Housing Development Authority Housing Choice Voucher Program

Allowances for Tenant-Furnished Utilities and Other Services

Region: 1 - Northern Virginia

Unit Type: 1 Exposed Wall

Effective Date: 07/01/2009

Monthly Dollar Amount Utility

Usage 0 BR 1 BR 2BR 3BR 4BR 5 BR

Range/Microwave

$2.00 $2.00 $2.00 $2.00 $2.00 $2.00 Appliance

Refrigerator

$3.00 $3.00 $3.00 $3.00 $3.00 $3.00 Cooking

$9.00 $12.00 $15.00 $19.00 $24.00 $27.00 Home Heating

$47.00 $66.00 $85.00 $103.00 $132.00 $150.00

Bottled Gas

Water Heating

$21.00 $29.00 $37.00 $45.00 $57.00 $66.00 Cooking

$2.00 $3.00 $4.00 $4.00 $6.00 $6.00 Cooling (A/C)

$4.00 $5.00 $6.00 $8.00 $10.00 $11.00 Home Heating

$13.00 $18.00 $23.00 $28.00 $35.00 $40.00 Other Electric

$7.00 $10.00 $13.00 $15.00 $20.00 $22.00 Tax

$5.00 $5.00 $5.00 $5.00 $5.00 $5.00

Electricity

Water Heating

$6.00 $8.00 $11.00 $13.00 $17.00 $19.00 Cooking

$3.00 $4.00 $5.00 $6.00 $7.00 $8.00 Home Heating

$15.00 $20.00 $26.00 $32.00 $41.00 $46.00 Tax

$12.00 $12.00 $12.00 $12.00 $12.00 $12.00

Natural Gas

Water Heating

$7.00 $9.00 $12.00 $14.00 $18.00 $21.00 Home Heating

$23.00 $32.00 $41.00 $51.00 $64.00 $74.00 Oil

Water Heating

$10.00 $14.00 $18.00 $22.00 $28.00 $32.00 Sewer Other

$14.00 $19.00 $24.00 $30.00 $38.00 $43.00

Trash Collection Other

$12.00 $12.00 $12.00 $12.00 $12.00 $12.00 Water Other

$11.00 $15.00 $20.00 $24.00 $31.00 $35.00

UTILITY ALLOWANCE TOTAL: $ $ $ $ $ $

Family Name: __________________________________ Bedroom Size: _____ Unit Address: __________________________________ __________________________________





Unit Type: 2 Exposed Walls




Range/Microwave

$2.00 $2.00 $2.00 $2.00 $2.00 $2.00 Appliance

Refrigerator

$3.00 $3.00 $3.00 $3.00 $3.00 $3.00 Cooking

$9.00 $13.00 $16.00 $20.00 $25.00 $28.00 Home Heating

$49.00 $69.00 $89.00 $108.00 $139.00 $158.00

Bottled Gas

Water Heating

$22.00 $30.00 $39.00 $47.00 $60.00 $69.00 Cooking

$2.00 $3.00 $4.00 $4.00 $6.00 $6.00 Cooling (A/C)

$4.00 $5.00 $6.00 $8.00 $11.00 $12.00 Home Heating

$14.00 $19.00 $24.00 $29.00 $37.00 $42.00 Other Electric

$7.00 $11.00 $14.00 $16.00 $21.00 $23.00 Tax

$5.00 $5.00 $5.00 $5.00 $5.00 $5.00

Electricity

Water Heating

$6.00 $8.00 $12.00 $14.00 $18.00 $20.00 Cooking

$3.00 $4.00 $5.00 $6.00 $7.00 $8.00 Home Heating

$16.00 $21.00 $27.00 $34.00 $43.00 $48.00 Tax

$12.00 $12.00 $12.00 $12.00 $12.00 $12.00

Natural Gas

Water Heating

$8.00 $9.00 $13.00 $15.00 $19.00 $22.00 Home Heating

$24.00 $34.00 $43.00 $54.00 $67.00 $78.00 Oil

Water Heating

$11.00 $15.00 $19.00 $23.00 $29.00 $34.00 Sewer Other

$14.00 $19.00 $24.00 $30.00 $38.00 $43.00


$12.00 $12.00 $12.00 $12.00 $12.00 $12.00 Water Other

$11.00 $15.00 $20.00 $24.00 $31.00 $35.00











Range/Microwave

$2.00 $2.00 $2.00 $2.00 $2.00 $2.00 Appliance

Refrigerator

$3.00 $3.00 $3.00 $3.00 $3.00 $3.00 Cooking

$10.00 $14.00 $18.00 $22.00 $28.00 $31.00 Home Heating

$54.00 $76.00 $98.00 $119.00 $153.00 $174.00

Bottled Gas

Water Heating

$24.00 $33.00 $43.00 $52.00 $66.00 $76.00 Cooking

$2.00 $3.00 $4.00 $4.00 $7.00 $7.00 Cooling (A/C)

$4.00 $6.00 $7.00 $9.00 $12.00 $13.00 Home Heating

$15.00 $21.00 $26.00 $32.00 $41.00 $46.00 Other Electric

$8.00 $12.00 $15.00 $18.00 $23.00 $25.00 Tax

$5.00 $5.00 $5.00 $5.00 $5.00 $5.00

Electricity

Water Heating

$7.00 $9.00 $13.00 $15.00 $20.00 $22.00 Cooking

$3.00 $4.00 $6.00 $7.00 $8.00 $9.00 Home Heating

$18.00 $23.00 $30.00 $37.00 $47.00 $53.00 Tax

$12.00 $12.00 $12.00 $12.00 $12.00 $12.00

Natural Gas

Water Heating

$9.00 $10.00 $14.00 $17.00 $21.00 $24.00 Home Heating

$26.00 $37.00 $47.00 $59.00 $74.00 $86.00 Oil

Water Heating

$12.00 $17.00 $21.00 $25.00 $32.00 $37.00 Sewer Other

$14.00 $19.00 $24.00 $30.00 $38.00 $43.00


$12.00 $12.00 $12.00 $12.00 $12.00 $12.00 Water Other

$11.00 $15.00 $20.00 $24.00 $31.00 $35.00










Usage 0 BR 1 BR 2BR 3BR 4BR 5 BR 6 BR

Range/Microwave

$2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 Appliance

Refrigerator

$3.00 $3.00 $3.00 $3.00 $3.00 $3.00 $3.00 Cooking

$12.00 $16.00 $21.00 $25.00 $32.00 $36.00 $41.00 Home Heating

$62.00 $87.00 $113.00 $137.00 $176.00 $200.00 $225.00

Bottled Gas

Water Heating

$28.00 $38.00 $49.00 $60.00 $76.00 $87.00 $98.00 Cooking

$2.00 $3.00 $5.00 $5.00 $8.00 $8.00 $9.00 Cooling (A/C)

$5.00 $7.00 $8.00 $10.00 $14.00 $15.00 $16.00 Home Heating

$17.00 $24.00 $30.00 $37.00 $47.00 $53.00 $60.00 Other Electric

$9.00 $14.00 $17.00 $21.00 $26.00 $29.00 $34.00 Tax

$5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00

Electricity

Water Heating

$8.00 $10.00 $15.00 $17.00 $23.00 $25.00 $29.00 Cooking

$3.00 $5.00 $7.00 $8.00 $9.00 $10.00 $14.00 Home Heating

$21.00 $26.00 $35.00 $43.00 $54.00 $61.00 $70.00 Tax

$12.00 $12.00 $12.00 $12.00 $12.00 $12.00 $12.00

Natural Gas

Water Heating

$10.00 $12.00 $16.00 $20.00 $24.00 $28.00 $32.00 Home Heating

$30.00 $43.00 $54.00 $68.00 $85.00 $99.00 $110.00 Oil

Water Heating

$14.00 $20.00 $24.00 $29.00 $37.00 $43.00 $48.00 Sewer Other

$14.00 $19.00 $24.00 $30.00 $38.00 $43.00 $49.00


$12.00 $12.00 $12.00 $12.00 $12.00 $12.00 $12.00 Water Other

$11.00 $15.00 $20.00 $24.00 $31.00 $35.00 $40.00

UTILITY ALLOWANCE TOTAL: $ $ $ $ $ $ $


TAB R(Documentation of Operating Budget)

TAB S(Documentation of Project Budget)

'WATÆ Ðocument 41CI1" - 1997

Standard Forrn of Agreement Between Owner and Cantractar

where fhe basis of payment is a STIPULATED SUl/¡

AGREEMENT made as ol'the f i f teenthin the,yc¿tl rtf two thousand six(ln wonl.t, itul.ic'aÍe tlay, nnn.tlt and \,eor)

BËTWEEN the Owner:(Namc, ucklrcss atrcl ot.her irtfbrnutti.otr)

clay of pa".mber

Centrâlu'Vi rginia203 {1uclgins lìoadlirorRrf eri cksburg,22408

Ilousing Coali Lion

VA

This document has impottanllegal consequences.

Consultation with an altorney

is encouraged with re$pect to

¡ts complelion or mod¡ficatio|r.

AIA Document 4201 -1 9S7,

General Conditions of the

Conlract for Construction, is

adopted in this documenl by

reference. Do nol use w¡lh other

gcneral condilrons urìless this

document is modified.

This docLrment has been

approved and endorsed by The

Associaled Gerrreral Contraciors

of America.

irncl the Contractor:( N a me, acklt: e's s tt n tl r ¡ I lt t' r it:t ft.t rn m t i. o n )

Community Housing Partners930 Cambria Street NËChristainburg, VA2407 3

The Pro.ject is:( Ntune attd loc:atir¡¡t.)

Colonial lleights AparLment BuildingFredericksburq, VA

f'he Architect is:(N¿un.c, acklress ¿t.tttl orher it{itrnuttitttt )

Híll Studio, P.C.1 20 West Campbell- AvenueRoanoke, VA2401 1

The Owner aud Contl'actol' ilgree as fbllows.

l$?. i951' 1958. 1961. 1g6el-962, rez¿,

AmericanlnstituteofArchitecfs.All;íghïsreserved.WlifrlllNG:lhisAlA'Dgcunìent¡6 |)rÕiecied¡ryU.s,tûpynglìtLavrãndintelnãtiorlel Treâiiât.

Unauthar¡zecl reptodirct¡on or dìstribulioh of this AIA'I Document, ôt any pÕr'tion of it, may resul¡ in se,rere c¡vil ând criíninal penall¡es, âncl will iro

proseculÉ]d tc flre nlaximltrn exient pcssillle under the larrr, Purchasers are permitted to reproduce ten (10) cop¡es of lhis document when completed. To

repon copyright violat¡ons of AIA Contract Docurnents, e"ma¡l The American Institute of Archilects' legal counsel, [email protected].

ARTICLË 1 THE CONTRACT DOCUMENTS

The Contract Doculrents consist ol'this Aglcement. (.lonclitions olthc Contrac[ (Ccncl'al. Supplcurcntary nntl cltherCìonclitions). Drawings. S¡rcc:il'ications, Adclcncla issLrcd prior to exr:cution of this Agrccmcnt. otlìrrr tlocumcnts listedin this Agleement and l\4ocliljcations issLrerd afler executic¡n of this Agrceme nt; thescr folln thc ContliLct. and a¡'e rsfully a part o1 thc Contract as if attachecl to this Agrercnrent or rcireated hor-cin. l'he Ciontract rcÌprcsents thc entil'e ancl

irrtegrated ¿rgreemerll be)fween the parties herct() au(l su¡rersecles pr-ior negoti¿fi()ns, reprcscrìtltjolrs or ¿rgreclllcnts,

ejtlrc:r written or oral. An ent¡lnel'ation ril'thc' Contract l)ocurnents, othcl than Moclificltions. appc¿rs in Article 8.

ARTICLE 2 THE WORK OF THIS CONTRACT

The Contractor shall fully exeìclrte the Work describetl in thr Contract Docurrcnts. exccpt [o the exte nt s¡recificallyinclicatecl in tl-re Clontlact I)ocn¡rents to ht' the responsibi!it_v- of r.¡lhe¡'s.

ARTICTE 3 DATE OF COMMENCEMËNT AND SUBSTANTIAL COMPLETION

$ 3.1 'fhc t.late of colnnônce lìrer1t r¡l tlie Work shall bc Ihe clirte of'fhis ¡\u-r-,-'cnie nf ulicss a tliff'e rent cl¿rtr is stirtcclbelow ol ¡rrovision is nr¿rcle fo¡ tlre clate ro be tìxeif in ri noticc fo proct:etl issr-rccl lry tlre C)wner.

Lte Iittd itt u nt¡rìce to pruct'cd.)

The date \îill be fixed in a Notice to Proceed

ìf, pr-ior to the cul.ìmenccmcnt of thc Wor-li, tlrc Owner rcc¡uilcs tlmc 1o liìc nroltgrage,s, nle('h¿ìnic's liens anti otherseculily intet'esls, thc Owner''s time lequirenrcnt shall be ¿rs follow.s:

$ 3,2'1'he Conflact'l irle sl-rall be nteasuLccl f rn¡r the rlirte of cqrrlirrcncrmrrll.

$ 3.3 The Conttaclol sh¡ll achicve SLrbst¡rnti¿rl ('ornpleÏion ol the entilc Work not littcr th¿ur Z 40

from the clatc ol'colrunenccmcnt. or ¿ls lollows:days

Con1tl.etíon o.f cerÍuin ¡trtrtiotrs ol th.c Work.)

. sutrject t() adjushlre.nts of this Conu'lct'filrte lrs ¡rrrrviclccl in the Contract Docurllcnts.

eurl)i 1'¿¡7¡pl.s¡ion oI the Work.l

None

AIA Document A101rM - 1997. Copyright O 1915. 1918. 1925. 1937. 1951, 1958. 196 1. 1963, 19ô7, 1S74. 1977, 1980, 1987, 1991 and 1997 by The

prosecut+ir tc the m¿ìx¡rìrunì extent possjble under the law. PürchaseÌs ãre permitted lo reproduce ten ( 1 0) copies of this document when compleled. Toreport copyright v¡olations of AIA Contract DoÕumenls, e-mail fhe At¡erican lnstituté of Architects legal counsel. copyri0ht@ârã.ore,.

ARTICLE4 CONTRACTSUM

$ 4,1 Tbe Owner sh¿rll pnv the Contractor thc C'ontract Sunr in current funcls lbr thc' Conn'¿rc:tor''s per'lorrrance of theContract.'lhe Contract Sum shall lr" oar" million. nine h'n¿re6 thi.rtv tho Doll:rrs($ 1 , e30 ,340 .Qs, sLrbicct ro aãäìri-i,c,ü'ñiåå.P"*1",,1fr3,'eo"iå.$ì'dñF8,,''t.1,l¡ibF,å""Efteü1i{ n,r.,ur"u

îaI()I LY.

$ 4.2'fhe contrlct surn is b¿rsccl upon thc fotlowing altelnures. if any, r.r'hich areancl lle hc:l'cbv rcc:ePterl by the Or.vner:(,Ttare Íhe nutttb¿,rs rtr ¡¡tftt'r idctúil'it:ati.ot.t of arccpÍetl til,tentrúe.r. [f deci.rions onort'n¿r .çtil2,çetlu.(n.r îo tltr c.tt:t'uÍion tf'rhi,r Agreenx('nr. (tît(r('lt. rt.çtlLetlule oJ.rutltfor eaclt il.nd llL( tltttt, yt¡ltt'tt lhrtt untount e.rpirt'.s)

dc:scrl'thecl in thc Conu'act Doc:Llnrents

olltar ulternaÍe.\'ur( to br: nmle by- ther¡1lt¿r ttltcrnaîes .çho*-i.ng tlt.t unu¡unt

None

$ 4.3 t,Jnil priccs i1'any. are lis lirllows:

None

ADìrIAI E Ã ÞÀVfr¡trÀITè

$ 5.1 PROGRESS PAYMENTS

$ 5,1.1 lìasi:cl upon Appìicarions 1'or Pttyrlcnt subrnjttcd to the Architecl b-V thr: Corìtl.Ítcio,.¿rncl Ccl.tificratcs f'orl)ayllcl.ll ìsstrecl lry thc Archifet:t. thc Owncr shall makc pr()sress piryrnslts r:)rì itccount of the C]ontr¿rct fiunr to thcClo¡rfr¡rcto| irs providccl below and clsewher-e iil the {Ì)nlr¿tct Dr¡cLrnrcnts.

$ 5'1'2 The Period covcred by each A¡rpticrrtion hll Puynrcnl shall be one cale nclaL ntrn{h cnding on the last <1¡y çl.thcnllnth, or as l'oìkrrvs:

$5.1.3Providedth¿lt¿lnApplicatiortftrlPuynenfisreccivecl trytheAlciiitectnotlutel'thanthe¡r.¡Lv fourthrlay trf a n]orrth, tt.re Owner shall malce pavnìLrrìt to the Contr¿ìctor not l¿ltet than the tenth

- " --- "'! - - *iì,rl-åL

the f o11owÍngr month. lf an Application ltx'Pavmeut js receivecl by tñe-eiî'ÎrlLect åfter rhe ap¡rlicatio¡clatt'iìxc'tl alrove.pirlynterltshallbemaclehytheOwnelnotltferthan ¡wg¡¡y one (21 .rdayiaf,tertheArchitecr receives fhe Application for Paynrenl

$ 5'1'4 Each Application fbr Paymc'nt shall be basc-d on tlìe mosl receut sclìeclule oi'values submittecl by the Contr.actorin accorcl¿tncc rvith the Cotrtract l)ocurnents. The schedule ol"values sh¿rJl allocate the entire Clontract Sum anron-r thev¡tl'iorts portiolls of the Wolk, The schedule of values shall be preparecl in such forur urcl sup¡rolted by such clata krstlbst¿ntiate its :rccttr:rcy as the Architect nrly |ec1uire. This schedule, unless ohjecter.l tci bV the Architect. shalI heused as a basis for reviervin-q tlie Contr¿rctor,s Applications for payment.

$ 5,1.5 Applicrttion.ç firr Plryriienl shall inclicate the pcrcerltage ol'completi<lr of each ¡rortion of thc Worli irs of tlie e¡clof fhe period covered bv rhe Application fbr Plynrent.

AlADocumenlA101lM--1997.copy¡ighlG,ì1915,ì918,i925,fAmericanlnst¡luteofArchitecls.All rightsreserved.W¡¡fìí.JlfrJG:It¡isÉ.iÉ,'Dccúrnent¡3rrciecÌedbyU.S.cripyiiûhil-ãwândlnrênlatiûnal 'ireat¡es

prosex;ttted io l¡1e maximum extenl poss¡tjle under thê larv. Purchasers are permìtted to reproduce ten (10) copies of this documerit when compleled. Toreport copyright violations of AIA Conlracl Documents, e-nìail The Arnerican lnstitute of Architecls' legal cojns;1. [email protected].

$ 5.1.6 Suhject Io other provisiorrs rf. thc Contr:act Documeuts. the anrount olc¿rch pr()grerss pavtltent shlrll lre

con-rputecl as follows:,1 'fal<e that pol'tion of tlie Contract Surl plo¡rerìy ¿rllocable to contpleted Work ls de te.¡rninetl hv

l1ìultiplying thc pclccrtagc cornplcticrn ol'euch portion of the Work by the share ol drc f'onlr¿rct Surtt

allocatecl tothatportionof therWr¡rkintl-rescheclule ofvalues, le'.ssr:etainageol'¡ir¡gpe rccrìt ( 5 7o). Pencling ljnal cictclnljnation ol- cost to the ()wtlcr o1'clranges in the Wolk,arr{)rìnts not in dispute shall be included ¿ts provided irr Section 7.3.,3 of AfA l)ocrr¡nenl A2(ll-l9L)7i

,2 Adcl that portion o{ the Clontract Suni pt'operly alloc:atrle to materials att<l ec¡rtipmcnt clelivered and

suitably stolcd at the site firr subser¡rent incorporation in the cor.npletcd cottstructittn (ot'. ilapprove:d in

Irclvancc by the Owner. sLritably storecl ofïthe site âf ír locrti()n agrcecl r4ron in wr-iting), Ies-r rctainage

of five pcrcent ( U o/r):

,3 Subtrãci ihã alilr.cgate of ¡le vir,ifs l)¿ìynlellts rnitcle by ther (-)r,vrtcrl anrl

,4 Subtl'act ¿ìn'lollnts. if itnv. for which the Architect has r.vitlihclcl ol nLrlliJlcrd a (.lertific¿rtc for Paytnctit iLs

proviclc,cl in Scctiorr 9."5 of ¡\lA Doctrllcl.tt Al0l- 1q97.

.[ollo r,vin -r .c ilcrl]'ìrs t¿tr1ce s:

.1 acld. r"rpon Srrbstantial Cornpletion of the Wol'lc. ¡r sunr sufl'icient to inot'casc thc lofaì pavtnenls to the

firll ¿rrnonnt olthe Clcrntract Sum. le.ss such allounls Írs ihLr Archit.cct sliall tletctrtriltr fìr'incourpleteWork. r'etlinlrge irpplicable to such i.vtil'k anrl nnsettlccl clainrsl ancl

C ont ¡s l.c t io t't o.l' W t t r k u' i l l't r; u t.,v t' t tî qf ,s t u' t tt', iJ' u n.t . ), ,2 adrl. if l:in¡l conrplctio¡ of the Work is thc¡eafte ¡ nr¿tterial:ly delayecl tht ough Iro fauf t of lltc C'ontt'itctot',

any adclitiontl ¿rnlounts ¡rayltrle in accoLcl¿urce rvith Section 9.10.3 ol'AlA t)ocument 420 l-'1q97.

$ $1,8 Recluction ol Iimitatictn of tetainngc'. if ¿rny, sh¡ill bc as foliou's:

L)¡tctmtettt.s, ittscrl hert ¡trot:i,s'iott.r.fot'.çtu:lt tulurlit¡n t¡t'litniÍttl:itttt.)

None

$ 5,1,9Exccpr u,ith rhe C)rvncr's prior approval, the ConÍ'rLctol shall ncf ma[<e advaltcer l]aylrents to sttppliels f'or

rnate.Liirls ol ecluipment which have not treert t.lcliveterd ancl stot'ecl ât the sítc.

$ 5.2 Fü{AL PAYMENT

$ 5.2.1 Final pa)¡merlt, constituting the entire unpaicl balance o1'thc (-'ontracf SLrm. shall L'¡e tn:rcle [ry tltc Oi,vncr to Íhe

Contrrctor-when:,1 the Clolttractor has firlly pelfornrcd the Clontract except fbr the Clontlact:c¡"s lesponsibility to correct

Workas¡rrnvidcclinSection l2.2.lol'AlADocumentA20t-lc)f)T.andtosatisJyothelt'eqLrilernents.ifany. wlrich exte nd beyoncl l'innl pa¡rntent; and

.2 a final Cleltil-icate fbt Paynrent has been issuecl by the Architect.

$ 5.2,2 The Owner's linll prynrcnt to thc Contr¿rctor shall be mudc: no l¡rtel than 30 days after the isstt¿rnce of thc

Architect's fin¿il Cc-rtilicater for- Paynent, ol'as tbllows:

ARTICLE 6 TERMINATION OR SUSPENSION

$ 6,1 The Conträct nì¿ry hc tcnninilted by the Owner-or ther Contractor as provicleil in Artic:le l-tr of'AIA f)ocument

A201*1997.

$ 6,2 The Work mav lrc suspcnrlecl b-y the Owner as plovicled in Article 14 of AIA Doctlntc-nt A20l-l9L)'7.

AlADoms,lþlalsÞ5.iss7.1951,1958.1961.1963,1967,1974.1977.1980'1987'199]and1997byThe

llrcsecute{{ :Ó tite rnt}:¡mum qxtenl llosêib¡Ê uncjel liìe lãw. Purchasers aie permitled to reproduce ten (10) copies of this docunlenl when completed. To

ieportcopyrightviolaiionsof AlAConlractDôcuments,e-mail TheAmericanlnstituteof Architecls legal counsel [email protected].

ARTICLË 7 MISCELLANEOUS PROVISIONS

$ 7.1 Where refì:rence is ntacle in this Aglee,rrìent to a provision of AIA f)oc:ullcnt AZ01-1997 ol'¡tnother Crutrac-tDocur¡ent, the refcrence relè¡s to tlrat pror,isiol as anrenclercl or supplcurentccl [ry othcrprovisi0ns 0l'tlre Contr.acfDocunlents.

$ 7,2 Payrne:nts due ¿ind unpaid undet'the Contr¿Lct shall bc,ar interesl fì-orn the clate payrnent is dLre a[ thc l'atc statedbelow, or in the absence thereof, at the legal lale plevailinr fi'onr tirne [o tinte a[ the place lvhel'c the Plo.je.ct is locater'l([nserr rctte ol interest ugre etl upon., if'u.nt.)

$ 7,3 Tlrc C)r¡,lrcl's l'c[)i'e-\ct]tltjvc is:( N a t tte, ¿ t tl.¿/ rt :¡,ç tu td o t he r í tfo rntt ttiu n )

Gary Parker, Executive DirectorCentral Virginia Housing Coalition208 Hudgins RoadFredericksburg, VA 22408ph. 540-60 4-9943 ext. 1 2faz 54A-604-9944emai 1 : gparker0cent.ralvahous ing , com

$ 7.4 'fhc Corttt ¿tclr¡L's tcPlcscrrtrrtivc is:( N r Lr¡ rc, o. rklr c,y

"^ cut cl u I It ¿' r i t {ì t r n n t i tn t )

Todd Peacock, Více presiclent of ConstructionCommunity Housinq partners930 Cambria Street, NEChristiansburg, VA 24073540-382-2002 ext. 1

540-381*8270efnai 1 : tpeacockGchpc2 . orq

$ 7,5 Neither flre C)woer's nor the Contlacttu''s represcntiltive shall bøehanged without fen clays rv¡itten notice to theother pârt)i.

$ 7.6 Other provisiorrs:

AIA Document 4101Ír - 1997. Copytlght O 1915, 1918, 1925, 1937, 1951. 195S, 1961, 1963, 1967.19?4,1977. 1980, 1987. 1991 and lSgZ 6yTht

L,n3l!thor¡zed reproductlon or (listri¡]uì¡on of ihis ÄíÀ" liocumen!. or any pÕftion oi i!, m;ly resull !n seVere c¡vilancj crintinâl pÊnaities. ancJ w¡¡l l]ê äprosecjuled tû ilìÉJ Írax¡l¡ìus exieÌIt poÊsibie under llìe iâw- Purchasers are permitted tö Íeproduce ten (10) copies of this document when compleled. Toreport copyl¡ght violat¡ons of AIA Conlract Doûurrìenls, e-mail The American lnslitute of Archrtects' legal counsel. [email protected].

ARTICLË 8 Ef\ÍUMERATICIN TF CONTRACT DOCUMËNTS

$ 8.1 The fìontract l)octltnetlt\. cxcepl 1ìrl lvlodifìcltioris issLlccl aftel'erecution of this Agree'nlrnt. arc. ennr¡rel¿itecl as

ItrlIorvs:

$8.1.1 'IheAgt'eementistlrisexecLrlecl 1997t'clitit¡noJ'theSt¡uiclaldForrlol'AgrecnreutlJetrvee¡Owuer'¿rnclContr'¿rctor, ,/rlA l)ocumcnt A t0l-1997.

$8.1,2TheGeueral Conditions.rrethe l997cclitir.;noftheGenelal Conditions()f theCol)tractlÌrrConstrLlcrion.AlAI)trcunrent

^20 1 -71)91 .

$ 8.1.3 'fhe Supplernentary and ofher Conditir¡ns ol

B_11_06 , iiticl areaslillt¡wr;:

I)oct¡nrent T'itlc

tlìe Cc)ntr"act a¡e {hosc contained in the Project Manu¡l clalecl

Ilages

Specifications

$ 8.1.4 The Specificntions âre thosr. cxllfainccl in¡llithar List tlr li¡teci.fic'atiuts hcrc r¡t' re.fe r to tut

Sccfion Tifk.

Specl fi cations

the irrojecl N4auual dated ls in Section Ic x lti l:t it u t t tLc ht' r I. t o t h i.,ç A g rc e nt,e n.r. J

Plges

1.3, iLncl ¿u'e ¿rs lblltrws

urrless ¡r clifïèlent clate is shown$ 8,1.5 'l'hc l)raivings are

bc:lç1¡/;

(Eitltrr list rltt' Dntu:ittgt

Numbe r

¿ts 1ìrllou,s. aucl arc d¿Ltccl B- 1 1

lter¡' or r¿:fi'r ro ttn ¿.thibit ú.ttdch¿l

Title

-06

ttt Í lt i.g,,l,q re t tnotl. )

l)rte

Fiee Attacherl Sheet fndexes

AIA Document A101rt{ - 1997. Copyright acj 1915, 1918. 1925, 1937, 1951. 1958, 1961. 1963, 1567.1974,1977, 1980. 1987. 1991 and 1997 by The

iina,Jtlìôt¡ued r,3prûductiôn or distribúlioft oi this AlAo Dorumênt. or any poÍtion of ¡t. may resuli in sëvere civil and crimiFal penall¡es, aud will iré$r3sr-'ct:te.! lo the maximl¡rn êxteni Fôssibls t¡n.ier ihe lerw. Purchasers are permilted to reproduce ten (10) copies of th¡s documenl when completed. T0repon copyright violations ol AIA CoDtract Documents, e-ma¡l The Americân lnstiiute of Archilects' legal counsel. copyr¡ç[email protected].

$ 8,1.6'fire Aclclenclr. i1'any, ar-c: as ltrlLrws:

NL¡r¡ber Ðrrle Pirge s

None

rec¡uiremcnis arc als<¡ enunrer¿rtr:cl in this ¡\l:ticle L

$ 8.1.7 Oúcr tlocttn.lents, ilany, lcrrming palt ol-the Contract l)ocurnclts are as I'ol]ows:

.çhrnild bc lisfed lrcrc an.l1, i,f irtterd.d trt ba ¡turt ttf'tht'C'onfnrr'Í l)ot.u.utcttts.)

community Housing Partners l-etter, dated November 29, 2006

This Agreemcrnf is entercd into ¡rs of the clay ancl year-first written above ¿rnclcopies, of r.r,hich one is t.o be clelivered to the flo¡tractor. or.ìe to tlre Arc:hitectCo¡rtr¿c1. aud the rem¿rillclcr tr¡ the f)wner..

is crccufccl in ar le¿sl three orioill¿rlfc¡- use in f hc acllninì¡-tration of the

t4'.? /

_ *-,'\-- [.:4 rt_OWNER (,\igrtciturefl

i J,'it i ',r'rç 4"'---

--^fr f:r;,M-'&,*u*L(Printctl ttrtnlc ttn.cl ti.tle)

.î*>tl/

f ¡1¡iîiñl,¡. \'^,, -L.^,':-l ..i-É -.^ ^.srurI dtr(':rUll¡ar AiF, uulit¡:iijr l-rotun:en1. tñ lrlil{cn íf:?5 !e,ll e¡Jpeãf:í ¡f fEÐ. É,n ofiejnai ê:;$irfèÍ: r1hé,a

cliænges will nat b* of::icireci-ãtA Documenr Ai lrailrrG'ci lrrbrThe -

¡:rcsecuted lo the ma'-'¡rnilnì 4xienr pcasible unde¡ the law. Purchasers aie pernritted to repioduce ten (10) copies ol thÌs documerlt when completed. Toreport copyrrghl violations of AIA contract Documents, e-mail The American lnsiitLrte of Architects' legal coinsãI, iopyrignt€daia.oìç,.

C{IMMUNITVH(}U$!N6 PARTNTRS, -. ., .,.:.. -.......t.., -... f:., t,i .... ...1 ;. ..

;iç!,jr;ia-t:!::aji::+, jlf-!*Eyjri=?:+- jì:i3=::

Formerly VMH,lnc.

(HRISTIAI{SBURG OITrcT

930 Cambrià Street NE

Christiansburg, Virg¡nia 24023(54o) 382-zoor(54o) ¡8¿-rs3s fax

RlCHlt0HD 0Itl(tr5zo W. Main Slreel, 5u¡te 2oo

Richmond, Virginia 23220(ao\) z7e-g7øt(Bot) zZ8-9283 fax

VIRGINfA BTACII O¡IICI

9¡r Firsl Colonjal Road

Virginia Beach, Virginia 23454

ç51) \zs'6231Qst) +zs-ssz6 lax

FL0RtDA 0f$lct

5oo East Allamonte Drive, 5uite 2ro

Altamonte Springs, Florida 3z7or(¡.oz) a:r-81¡o(¿oz) g¡¡-ezeo lax

EI{EßCY SËRVICES

ü¿çi Ëliilti ¿.1ÞìÌi.Þ: i +F

liiitiÊ{.1 F:È:iFi i;Ëìl ¡1it!"'Ë[ì+il{;r;b

990 cambria street NE

Christiansburg, Virginia z4oz3(s¡o) ¡82-5¡ar(sto) ¡8r-827o fax

Start construction by 5/ 1,/a7 .- tÅW+

A1l permits ancl f'ees are excludedT'esting is exclucled

he. tr.r¿'.l." tu çt-*rt,

F í ¡ F !. fr ! :i: !; #¡-ili?.r..;: {]ijiqÆ tr.ir{ d; ¿tF'F #Â' gå"'Fd É íä.

November 29,2AQ6

Hill Stuclio120 \X/est Crrnpbell Avenue, S'ü/Roanolre, Y irgnia 2 40 II

RE: Colonial Heights ApartrnentsFredericksbur€, VA

Dear l)on:

Thank ).ou for the oppofiunirym ì.rpdare rn1' pr-icing or rhe Colonial Heighmproiect in Fredericksburg. Forcun'¿rcIv, the price submiued.last Febmary is stillgoocl. Therefore, I confirm tlnt rhe prìce of $1,930,340 will v,ork with rhefollowing qualif ications :

p*6+vrr\, ÊGt erÉ c¿e*,

- Pella Pri:line windorvs are incluclecl- Ílazardous materialab¿ltement is exclucled- Unforeseen conditions are excluclecl- Overheacl, profit and general requirements are incluc{ed

Let me know what you need next. Again, thank.vou for rhis opportunity ancl llook forward to vrorking with you in the near furure,

36o-r Mcchee Road Sincerel¡ -'2 ,7

Ë"'[ïii'it'j,t#']] "'"' 4Ø*<

Todd PeacockVice President of C¡nstruction

TÞD: r-8oo-545-r813, Ext. 274

l|,¡Bslïtwww. communityhousingpartners. org

Site Index for Drawings

COVER SHEETCVR Title Sheet, Sheet Index & Vicinity MapI/ANDS ÇAPE ARCHITECTUREL1.1 Site Improvement PlanSTRUCTURALS I .1 Foundation PlanS1.2 First Floor FramingS1.3 Second Floor FramingS1.4 Third Floor Framing planS2.1 Foundation Sections and Details52,2 Floor Framing SectionsARCHITECTURALARCHITECTURALGl General NotesDl Demolition PIanAl Foundation/Ground F'loor PlansA2 First Floor PlanA3 Second Floor PlanA4 Third Floor PlanA5 Enlarged Typical Unit'A' Floor planA6 Enlarged Typical ADA Unit ,8, Floor planA7 Enlargecf Typical Unit'C' Floor planAB Enlalgecl 'l'ypical ADA Unit .D' Floor planA9 Enlarged Typical ADA Unit,8, Floor plan,A10 Bnlarged Typical Unit 'B' Floor planAl l Enlargecl Tvpical Unit 'D' F-loor plan1'12 Roof Plan413 ElevationsAL4 Finish/Window Schedule and Notes,4.15 Door Schedule,4.16 Parlition TypesAj,7 Sections and Details,4.18 Sections and Details419 Enlarged Kitchen Plans/ElevationsMECHANICALMl Ground Floor Plan - HVACÌ\tA First Floor Plan- HVACM3 Second Floor Plan- HVACM4 Third Floor Plan - HVACM5 UNitS A, B, & C PIANS _ HVACM6 UnitsD&EPlans-HVACM7 HVAC Specifications, Notes and DetailsPLUMBINGP1 Ground Floor Plan - PlumingP2 First Floor Plan - PlumbingP3 Second Floor Plan - PlumbingP4 Third Floor Plan - PlumbingP5 Plumbing Specifrcations, Notes and Details

ELECTRIC,A.LE1E2E3E4E5E6E7E8

Gmund Floor Plan * EleshicalFirst Floor Plan - ElschicalSecond Floor Plan - ElectricalThird Floor Plan - ElectricalUaits A, C 8. EPlans * ElectricalUnits B Plans * ElectricalUnits D Plans - ElecfricalElectrical Specifi cations

SHEET INDEXSHEET 1

SHEET 2SHEET 3SHEEÏ4SHEET 5SHEET 6SHEET 7SHEET B

SHEET 9LLL2

COVER SHEETGENERAL NOTEStrXI,STING CONDITIÛNSLAYOUT PLANDEMOI,IÏON PLANGR,{DINC PLANEROSION AND SED]MENT CONTROL PLANDRAINAGE CALCULATIONSDETAILS$ITE PLANTING AND LIGHTING PLANLIGHTING AND PTANTING DETAILS

'WAIÆ Doeument Gzo,l" * zttl0hangre trderPROJECT (Name and address¡:

Colonial Hei ghts ApanmentsFrederickshurg, VAT0 C0NTRACïOR {Name ønd atldress):

Community Housing PartnersCorporation930 Cambría StreetChristiansburg" VA 24073

0I{ANGE ORÞER NU[8BER: 0û1

ÐATE: March 10,2008

ARCHITECT'S PROJECT NUMEER:

C0NÍRACT DATE: Decembcr 16,2006

CONTRATT FOR: new construcúon and renovation

OWNER: ñARCHITECT:trl

CONTRACTOR: EI

. FIELD: IFINANCE:K

THË CONTRACT lS CHANGEû AS FOLLOWST(lnclude, v,here applicable. any undi,sputed amount anributøble to previously executed Cot¡sÍruction Change Directwes)$ (10,ffÐ) Delete washer and dryer$ (5,000) Delete maín ìevel gypcrete$ ( I J ,370) Dclete six dccks$ 17,Ð43 Flat roof revision,!i ((;,ûû0) Ðelcte dump pad, tight, walkway and water relocation$ 5,000 Existing building structural repair allowance$1 I I ,898 Revisions due to Building Review 1, 2 & 3

Tbe original Contract Sum wasThe nei change by previously authorized Change Orders

The Contract Sum prior tii this Change Order wasThe Conteact Sum will be increased by this Change Order ¡r tlre ârnotnt ofThe new Contract Sum including this Chimge Order lvill be

'l1:e Cont¡act l-ín:e witl bc unchangcri by Zen: (0 ) days.The rlate of Substantial Cûrûpletirtn as of the date of this Ctrange Order therefore is

$

$t$c

1,93û,340.00o.00

1,930,?40.00I01,571,00

2$3I,9r 1.0û

NÔTE; This Change Order does not include changes in the Conüäct Sum, Contract Time or Guaranteed Maximum Price whichhave been authorizcd by Constr"uction Change Direc+ive until the cost and time have been agreed upon by both the Owner andContractor, in wl¡ich case a Change Ord¿r is executed to supersede the Consuuction Change Þirective.

NOT VALID UNTIL SIGNËD BY THE ARCH|TECT, OONTRACTOR ANÐ OWNËR.

Hill Studio, P.C.

ARCHfTECT (Fitmnanry)

I20 West Campbell dvenue, Roanoke,2441t

Cornmunity Housing Par$ers Co¡porationCONTRACTOR fFrmrname)

VA 930 Cambria Street, Ctxistiansburg, VA24ü73

Central Yireinia Housine CoaiitionOI{NER {Fírzz name)

208 Hudgins Road, Ftedericksburg, VA22Ã08ADDREES

BY (Siendaçe)

fr$ALr, c. h{é$a.\\Reotr)(Typed name)

b fq.ylobUAT E

Todd Peacock 6ary Pa¡ke¡{Typedname}

Ma¡ch 10,2008

(Typednatne)

ÐATË ÐATE

ÀlA Document G701n - 2001. Copyrlghl @ 1979, 1887, 2000 ând 2001 by The American Inslitule of Àrchitecls. All righls r$€rved, WAFNING; f hi$ AtAÞilôâotncrr:t ¡s pr*tc¡:ltìd ¡:y U-S, âopyright Law and lnfernationa! Treâtiès. Unauthor¡zed ÍepÌoduction or d¡stribution of thÍs AlAe DBcument. fir ár'yS)ù'lícn (rJ it, ¡n¿ry ?etiull Í!ì sevtlrü s¡vil ¡nd c.¡mihâl Fedâlllr}s. äftd wil¡ be pfost ¡¡ted to the maxímüm extent possible under the law. This documentwas produced by AIA software âl 1 5:08:21 on 03/1 0/2008 under Order No. 1 00032æ37_1 Í/hich expires on g/1 9/2008, and is not for resale.ll9êrNolÞ^Êr {3475901302)

å.HTTER CIFTRANSMITTAL

HTLLSTUDIOCt,-s!ïrd j i::.. jìj.er..j.jll!? .

'alit(¡l:i::¿,ìjJ¡i;l c!;lj ¡et¡- ¿L-ia "¡;{ c¡:'r' ¿:Ért!rrra: .Þ-€ì".:.:r y4 i: -i ir¡Ì

120 Welit- íJ..impbell ¡ìverruÈR0â,'1ci':é/ !¡ircir:-ia 24ii1-i\Jt.1-?!')...\)t;25'i 0' -1 4 3 -- 5 t25 ( f¿:t )'çùww. hi I 1^s'i-ucl io . com

Ënclosed Flease Find:

These ltems are TransmÍtted as Checked Below:

fl Foråpprova¡

Delivery:

il Next-ÞayDefivery

f! For Review andtomment

ü 2nd DayÐelivery

F- n* Requested d ,orYour use

fl ricrup ü us Mait fl l"land Delivery

Date: I HSPC Project Number: o59o

March zr,2oo8 j

Don WillÍsProiect/Property Mlanager

Central Virgínia Housing Coalítionzo8 Hudgins RoadFredericksburg, VA. 224o8

Coloníal Heights Housíng Project

AIA Documenl t7o1-2oö1

Rernarks:

Don:Enclosed please find three signed originals of the above referenced document for your signature.

Thanks,

Don Harwood

copy to: HsPc Û590 c2 Don Willis/Gary Parker

COI.JTR"ACTOR/SUBCONÏRACTOR S\)ØORN STATEME NT

Commonwealth of VirginiaCity of Fredericksburg

The affiant. Todd Peacock, being first duly sworn on oath deposes and says that he is Vice Presídent ofConstruction of Community Housing Partners Corporation that has a contract with Central VÍrginia HousingCoaiition, Owner, for renovation on the following described premises in said City of Fredericksburg

1 2 i 5 6

Name & Address Kind of WorkRetention

incl.currentlNet Paid

P¡'eviouslvNet ThisPavment

Comfort Consultants. Jnc.

P.O. Box 25Warsaw, VA 22-572

HVAC $125,450 $0 $c $0 $125,450

Commonwealth Plumbing10065 lncliantown RoadKinq Georoe. VA 22485

Plumbing $90,000 $0 $0 $0 $90.000

Antonio Gaspar369 Fark Ridge CircleRiverrlale. GA 30274

Roofing/Siding $78.873 $0 $0 $0 $78,87:

Constn"rcti0n Services GroupPO Box 0321

Greensboro. NC 27429

Drywall $s5.459 $0 $o $o $95,45ç

Donlinion Sterel

4920 Quality Dríve

Freclericksburu. \tA 22408

MelalHancJrails

$114,060 $0 $0 $c $114,060

Enerç.¡y Services930 Cambria StreetChri$t¡ansbura. VA 24073

lnsulaiion $25,086 $t $o $c s25,086

Williams ConstructionP.O. Box 1686

Clenrmons. NC 2701 2

Concreie $49.62r $o $o $0 849,620

Frazier Electric2001 Midway AvenuePetersburq, VA 23803

Ëlecirical $95,00c $0 $0 $0 $95,000

Proíessional Fire Protection

505 B North Witchciuck Road

Virqinìa Beach, VA 23462

Sprinkler $68,3S7 $0 $o $o $68,3S7

James Mullin GradingP.O, Box 1291

Dahlqren. VA 22448

SiteworkDemo/Paving

3213,027 $o s0 s0 $213,027

Thyssen Krupp

1712 JagE¡ie Fox WayLexinoton. KY 4051'l

Flevâtôr $60,00û s0 $c $0 $60,000

H. Thompson PaintÌng3'f 14 Marylancl AvenueL.vnchburo. VA 245t1

Paìntìng .$46,894 $o $c $l $46,894

Hector Trejo108 Stone StreetCary, NC 2751 1

Framing $74,438 $0 s0 $0 $74,438

Ketly Karpets5656 Parliament Drive

Virqlnia Beach, VA 23462

Flooring $55,470 s0 sn $0 $55,470

311212008

CHPÇ

99{] Çambria StreetÐhristiansþurs. VA

GenerafContÌãetor

$84ü,137 $o $0 80 $840,1 37

TOÏAL $2,931iÞf I $c $a $! $2,031,911Amount of Orig¡ind eonkaetËxtras tn ÇontraetTott¡l Contract anct ËxtrasCredi{ç to C.e¡ntract

Aetjusted Total Contrael

Nolary Puhtic

./--:':!

,":;-{:--*l?Å-"".-.'--:' tÏsigrfud:"';¡ r:r¿.tf ' ]Fi--¡:¿.$-,,-\í**: -Fosi{ion: Vicê Fresídent of ConetructionSubscríbed befeire mc this 11th clay of March, 20ÕS,

s1,93û,349$191"5?1

$2,û3t,9f 1

$s

$2,031,017

My tonrmission Expir.es: 6/3t/0S

tåff{çY J. ç.S$çfin[tffskrry fi¡bllË

, tsrfitfs$iuFsË*th 6d VtqÉnto. '13ô¡Ð

W Ðammtcrlsn €xpfÊr Jt.¡ñ to, ât¡û8

3112/2t08

W Mitestone

., Summary

ô Ëxternat Tasks !3i.triri{i+fg!¡! Ì6ffiWmöryrry Eñernal Milegtone ..,¡,

Mu Projgctsummary i¿a*¡,ü¡xí¿.?iàrsriès:ti;;t:riìï Dgadling

WÅfÆ Ðscunsent Atût'* * $ssrSfandard Fçrrw of Ágreemefif Sefween Awner and tøntraúorwhere the basis of payment is a STIPULATED SUf\/l

AGRËEMENT matle as nf lhc f ifteenthin thrÌ yeiìr of' twO thouSand Sixiltt vt,rd,y. itulictür,' ilay, nu¡nth anrl .yeur)

BETWEË¡¡ r he (.)ri,¡¡ct,

( N r r rye. urlLl re,ç,ç u ul t u ht r inlìt r ntt r :i t n )

Centrãl ¡Vi r<;1ni¡i Tlousing Coali bÍon203 Tiuiigins Roacliì"1:erlericksburg, VA22408

cla"v of p**nmbrer

anci thc Coilfractor':

{ ll qnt e, u d¿l re s s an d o tlw ritt l r.1 r n¡ut i cn t )

Commu,nitli Housing Partners930 Cambria Street NEChristainburg, VA24073

Th¡s document has imporianr

legal consequences.

Consuli!Ìtion w¡ìh an attörneyis e ncouraged with respeci foíts contpletir:n of moc{if icaiior!.

AIA Dc'cument A,2A1 - 1 Se7,

General Conditions of theContracl lor Construction, isadopted in this docunrent byrelerence. Do not use with other

ç¡enera! conditions ullless ihisrJocunrent is rnodífted.

This documenl has beenapproveci and circiorsed by Tlre

Associated General Contra.ctûrsof Anlerica.

Jl1¡: p¡¡rj¡:cT is: ,

( Nutt¡.t: tuttl i.ttc;m ittn )

Colonial Ifeights Apartment BuildingFredericksburg, VA

Thr Architect is:( N ttnrc. uddr¿,s.r rutd ¿ttlt¿ ¡' infit rnmt i<;rtl

Hill Studio, P.C"120 idest Campbell AvenueRoanoke, VA24011 : :

'l her Ot'ner ¿ncl Co¡rtracttir' ¿rgt ee irs firllnrr¡s

AIAOôcumentA10lrù-1997.Copyr¡9hfii119i5.1918.1925 1937.1951.1958.19$1.1963,19ì67.'lE?¡1.!977.198ú.19E7199land1(]97byThe

repon copydghl viûlâ¡ions of AIA Conlrâct Documerli$. Ê-m.ìil Tiìe Amer¡carr InsÍihrt8 ôf ArîhiTÊct!ì' legel coun-sel. copyríüht@¿i¡a.crg.

I\RTICLE f TIf E TÛFJTRATT ÐÛCUMINTS

ARTICLE 2 THf WTRK OF THÍS CONTRATT

inrlic:atccl in the (lolrtri¡ct l)ocunu:nts io be ¡he responsibiliry of r¡ther'.s.

A,RTICLE 3 DATE OF COMMËNCËM;I{T ANü SUS$TANTIAL TOMP!"*TISN

hr:lcr',¡ or ì)r'o\'ision is ¡r¡acle fì.:l the ¿Lrlc trlr ìrc li¡tt:rl i.n ir nolicc to lli(rcrìft1 issr¡crj hy iìit: {.)v",ncr'.

lt¿.i'i.r¿:,.| in it nt¡tii'r ¡.i ¡txlt'r,'ttl..)

The date will be fixed in a Notice to proceed

secru'it-V intcl'ests. thc Owner''s time re:c¡nire nrÐlìt shiill bc as 1ìrllou,s:

$ 3.? I'hi, C,llltt¡1ct'l'inle sh;ril ht' t¡c¡surc¡i fioilr thc tjiLtrr oj'corlrnLìlccnìr:r'ri-

$ 3.3'l'hc Crlulrßcl()lr -h¿ii ac:hie vr ljuh.st:¡n(i;r1 (ìrr;n¡rlc{:ion r>l'the +nti¡'t lVo;-À m¡i l;ir¡:l tl¡:infiorn thc rlrte ol corrunclrccnt.:nt. or irs lÌrllorvs: 2 4 0 din,"

Compfuti.tttt t;f r.'ertuut. p<trliltn.t ¡l tht: l1:ork. ì

. sutr.itct io ldittstrnents of this (.ìttntruct'firne ir.< trlrôt,ii{etl itt tlie Cl:rnt¡'lrrt Þocu¡¡i:ui¡.

eurly c'anzJ'¡letion of th¿ Warl,¡.)

None

ARTICLE 4 Ç0Î-¡TRACT SUM

(.ontnrct. The Clontr'¿ci Sunl sh¿llh. orr* million- nine hrnrTre., lhi rlw lhn lJoll.r-s{ii 1 , e30, 340. 00. srihiecr ro ¿ñåifions'fnätrå.P*1'r,,rJ1*îF,"h.ilìSf,F8*,lliñFX'''F*S61i{ i*ìor.o

forty.

¿Lnd art' iterclry trt:i:tÐrerJ hi¿ lht t )ri',).:L:

Íìir each o;ul tlu: ir.tít' * ¡-t(n tln.n t:¿¡nount ¡ul¡¡re.r)

None

$ 4.3 tlnit ¡riices. if íur). xre ai iidlou's:

NcJne

ARTICLË 5 PAYI,ÍËi'{TS

i. $ 5.1 PRTGRE$S PAYi$ËfìtTS

Cr,riitl¡ctr¡r its prtlr'ìtlcri þçrl¡rrr an{[ elsetvl¡rlrc in lhe Contr¡.rct l)ocrrnrt:llis.

rLtrrth. or a.s iì¡llor¡,s:

$5.1,3F'iovirìr:clth¡r{iinA¡rplicariorrfi¡rP¡tvrrrcntir.;leccir,¡c} hi'thcÅrchitecfn()il¿til'rrhlnfhe¡*arrtV foUrththe f olLowinq nlolìlh. ll. ln Âpplication tbt' P;iv'lleut is recejve¿l L'r¡r ttrð;irãÎriiucr aftcî'thc a¡r¡*icrütiontl¡ilcfirctl rrirovi'.piÑrt¡r:ntshuli berllaclehvther0',lnel'norlrt¡:rthan ¡¡"*rr¿y one l.Z1 )rllysnfierrtheA1.chito.jl(eceiverl[ieApplicliti<lnfìrr,[hynren1.

sulist¿rntiaier ì¿s r:cclrtcv its ihe Ârch¡{ecrt tn:t} rciìtrire. lhi-r sr:herlule. unless objecLetl i() b)- thc;\rchitcct, shall hcLrserl as a basis [r¡r,'eiierwing tlte (]tl¡rtt'irctol's -{pplicat.iots it¡.p¿vmcr-¡t

of the pi:rirrd coverecl h1' th[ ..\¡rplication iìrr Ì'¿¡,¡1¡¡u1.

conrpulcrl ts lìllJor.l's :

,1 T'aiie that portìon ol'the (lonn"act Surn proper-lrv alloc¿lhle t() üonlplc[r(l Work irs Cetetrrlinccl [rv

lnitltìpÌ-ying {l-re pcrcentageco¡Tìpl{:iioltoJ'e¡Lch porti()n ol't.he WorÌ< by the shlrc u1'the f't¡tliiict Strnl

¡ll¡rc¡rrccltr)th¿r{porfionol'thcWo¡icintheschrdulctil'r'¿lucs. ler.sretainaget)T'¡jv€lp¿rcen{ ( S 1ã }. P*nrling litirl rletei'rnir¡ation oí cr¡-sÍ to thc (}\,,ìt:t o1'cirange:s in tht: \Tc.rlk..

.tiìloun1s n()t iu tlisputc shall bc includect as ploviilecl in S¿rdr:n 7.3.8 o{'AIA [)octnnent Al{}L-lgtJ7:.? Àrltl tìla¡ porti{}n r}f tlìr C{)ntl'act Surrr ¡rroperly a}krcublc to rni.iftiriirls anti trJttipnietrt thlivcrletl ¡ln¡l

suitahll,skrred iLf the site filr subser¡ucnt incolprx'li{ion in thc ct:rnplclù{l (t)ns(rûcti{)n (or. if appror,ed ìn

íL(l\,¿tncìc þy thc {)r.vn*'. suitabl¡ stolccl ofJ'the site at ¡L loc¿Ltion ucrccd.upott in writini). lcss l'rfttinag.er

nl' f ive fcrcerlL ( 5 1i.,3 Srrlrtrl<i ihi ,r.t.':r'cg;,tc uf pte viuu"l.s pavlnt: Iìts rrtir(l(r h-\, lhc ()rvrlcrr ¿tlltl

.4 .Subtract¿r¡lÌolr¡rrs. if iury. lìrr which the Ai^chitecr hirs'"r'irhheld or"nuliif ic:tl a {]r:rf iik:r¡tc iìrr P:tynrent as

¡rrovitlt:d in Scclio¡r !r.-< of ¡\lA l)octrrnent À]0 I - 1997.

fìr llou,iir g t:i rcunts [¡ulct:s :

.1 arltl. Lr¡ron Slbstarrtial Cornple r.ion of thr Wolk. ü suln stt{'fic:ierrt tt¡ incrcase thc total pâytl}cnl\ ti'¡ thc

fr¡ll ¿rnlount <lf thr: tlonlruict Sum. ic:ss such íuìlounfs it¡ lhc Àrt:brt<;'ct shell clele rrnine fìrr incorr:plcte

Work. re:{:iinagt ap¡rlicuble to suc:h vork antl [ltrscÍ.lf ed t:l:r.ìrnsl iirrd

C.ttmlsltIit¡tt ol Wt,rk w'i!l't t tttt'¡¿ttt o.f ,sureí:.\', il ttn.v. i

anyixlcli{icrn:rl anrountspirvable in ncct¡rlancr-'rl'ith Sr:ctirrn 9.1û.3 r¡J..\ìA f)ocrrmcrnt A?0,- 1997.

$ 5.1.8 Rc.clur:títill or-' lilnitltiorl of lclilir'ìltgc. íf'anY, shllf l be ;ts JìrJIows:

l)t¡('it.nr(nl.\, i¡¡satÍ i¡ttt,' pntrisit;n,s.Nor':;tult r¿'¿ttt'titnL t¡r lintifnti¡ttz,)

None

rniìleìriills or equi¡rnrcrrl which h¿rvc n(it h{:en <leiiitlccl a¡ttl slorctl ir.t ihe sitc.

.

$ 5,2 FTNAL PAYMENT

Contl itclcx' u,hen:,1 thc {}nrtl-ucto¡ has lLrll.-v çrerfonrtecl the Cirlntract sxccpl ftr:1he Coniracior's rcspttusibilit\' li) ct)rreìcl

Wr¡rk ¿rs pr'ovitlcd in Srrctir¡rr 12.1.? oiAIA l)octr¡n¿ni r\?01 ,.l99?, anrì to s;rtisf'y otherrcr-p¡iretncnts. illu-r.ç.'. whjch tr.r;te ntl beyond linaì pii,vmctrt.l +tlcl

.2 ¿r I'inal Clcrtjiic¡rfe for l]¿t'vnrcrnt hts be:clt issuecl hv the Archirerct.

Ärc'hitect's lin¿rl (lert.iiic¿rlc 1'{x Fiìyrne.il{. ol ls f<llkl'"r¡s:

ARTICLE 6 TERMINATION OR sUSPËNSION

$ S.1 Thc Cìoniracr rn:ry hc tc:nninatect bv tliu ()u,ncr rlr the Contr¿tcrôr'iìr provide(l ir Article lJ ol'¡l.d [)ocum¡:nl

Al01-r e97.

$ 6.2 Thc \\,'o¡h ¡1¿ly bt' surpe ncleci hy the Owner as pror,itlecl in .Àrtic|: I 4 tii AIA l.)octtr¡¿l¡t .Å10 l - I 997-

iefori copyrighi v¡oi¡.lions ol A.lA Cùnirsct Dccuments, e-nêli Tlìe Am.?r:can lnstriilte ot Archits.cis' ¡ellai cÕunsû1. copyr¡!!ht/g)a!â.org.

ARTICLË 7 MI$CËLLANËCIUS PRCIVISIONS

. l)tlcutÌtcltls.

(ltt.rtr't t'(.tte oJ iilî(re,\'t dRrr!¿¿ upon. i{ (.tn:.y^.)

$ 7.3'l'he ()wtrú"s rrpt-escntati\.,e is;( N u n t:. u tl d re,.u : u ttcl. t., tI ¿e r i nfo rn t ntit t n. l

Gary Parker, Executive DirectorCentral Virginia Housing Coaliticn208 Hudqins Road :

FrederÍcksbur9, VA 22409ph. 540-604-9943 exL. 12faz 540-60 4-9944emai -l ; gparkergcentralvahoirsing. com

$ 7.4 lhc {Ìiutl¿iciol',s icìpícsrittllivr ii:,,.

,t . (Nrtiræ a¿ld,re.r.ç un¿l r.tthar irl't,rnrúirtrt)

: Todd peacock, Vice president of ConstructjonCommuni-ty Housing partners

' 930' camn'iia sLreãt, tcn,, Christiansburg:, VA 24û73

i 540*382*2ttZ exL. I540-381 -8270

I emai I .' LpeacockGchpc2 . org

olhcr piul_t'.

^-^.-'.9 i.o (rtncr Lrr-(ì\,15¡()ils:

ArA Ðtcument At oi'¡ - I ggz. copy¡ts¡t ro 1(tr 5, iete. iglE.-¡ ti¡;- r s: I , r ç5i'irt6i. 1t)f¡, 1ii6 i l9r¡ ï0f-i-gstil$î lìöl-äi,o r s's-i ny rh* ---- '

¿\RTICLE I Ë1,¡UMËRATltt'l ût CONTRATT DStUfiiËNT$

ti:Ì]ou,s:

$ S.1.1 'fhe ,4.grr:eìnlclll ii Ihis i:xEi:r.rtcd it)!)7 etlitirin of'1hc ,Slar;ti;rnl Folm til r\grcerucrn{ U.:twc': n (}rvncr and(l<.rntr¿ctor. Äf ;1' l)octttttr:rli å I 0J -'l 1ì9?.

l)ot:ur'¡rcrl AÎ()l - Iq97.

B*1 1 *06 . r:¡rd arur iN lirllo\\,s:

J)oculrcnt 'fittc Pngc'..'s

Specifications

(I'.itttr'¡' I.i.st tlze ,\¡trciliL'i.tti.(ttL.s 11r'¡ tt t,r r t,ù'r IÒ titl t:.th.iÌ,it r¿rI¿i:hr¿I ltt Ìhi.s ,,\grrrtru,:nr.)

Sccfioll Title l'itgcs

Speci ficat ions

$8,1.5'firel.)r-irwingliiue ;rsfÌr|loivs,antl anclltccl B-11-06 unlc'ssiìdillè¡e¡rlclittcisslrcilv¡tircloiv:lEit/.l'¡ li.r¡ rlu [)ttr:t'ing.t tr.i!t'<' or t't,.li'r itt ¿:nt t'.r]'¡ii¡it ¿t.itarh¿:tl ttt thil ¡1.?rt¿n¡¡¡u.)

NL¡nrhr'¡" 'Iìtl,¡ D;ttt

See Attached Sheet Tndexes

ÀiÃ-noc-rimer¡n-lOiii¡-îgblFoóvr¡ghtiltrii, l9ltrlçr:5,Ty¡f l,¡-,¡-,r5Þ,''flOl¡t,6iTSOi 1g¡+.r9;;,rge,r-r,rg8iigç|nñclrSrïiuylrie '-

$ S.LS ll'he Ådrie ¡rcl¡.

Nttrili-rr:i

if arry. irre a:s krllu'"vs:

i llrr l:tiigcs

None

¡'ecpür'¿¡¡cllts al:c also rlturncliìti:(l in ihis ;\rrìclc [j.

$ 8.1.7 Otlrcr clocunte llts. if irny. frrintiur: purt ol rhc ( or1tl-irct llt¡cuntolrs ;u.c rrs ä:lkru.s:

shltûkl. bt'list.ed hert'otil¡' il itui,trlrtl. ¡o l¡e l¡¿rt tl tlx', {lr.ttrl:t.r.tL't Du.ttnt.t¡ir.t.!

comrnunity Housing Partners letter, dated November zg, 2006

'l'his Agrecrnent is entel*l intrt lr> of the tl¡v arll vo¿rr'l.irr¿ writte¡l ¿r'irove iurleqrpicrs, of rvhicir one is ir.¡ bt'tle[ivcrerl Ío fi-ìc {'ontriìcror} û¡ü r(] the ,{J.(:hitec¡{.Ì:lllr¡ct. ..ulcl fhc rc¡rrtill(lt:¡ tr.l rlte litvnr:r,

is rxrrc:ufecl iri tr lc¿rsi tlrlc:e origirr:ilfìri u-sc ilt lhc i.rrJilrinì-tir¿rioi.i of rhe

-**-""'î ¡'"i/ì ,"''"; ,l't.., -..." r¡ {.," i,1 i -,:rí-^ ^ -",è:t.- ¿ w#L-'Jf,Æ¿'$#{ -COhfïR.ACïOR i Si qr t u t u r<: l

f

-.- ^ ." Í-¡ ¡d r¡.r; , ,l y¡ú'r /ø4*Ë_ \3þa4gø.{"¡ I' ri rt.t t,d niun t' ¡uul t irI r.i

"i ¿rÊg^t

C;lií'r: il¡;ir: ç*it li¡crilkì si.r;t *ii ltiçiirriìL'i¡¡. i:úi'rii;iöi ilc(:.it'rìçi'i1Ì, iiii e,/Ìtiiìiì ii:¡-+ iLì:ri *'irq:?lïii íia; Ji¿ìi1*eìf ; r., i îì i'ìírì i::r cbí;ûrJr:;r.,at,q-pãõu-me,¡t ¡iöl-'" * lgsT--copyrisiõ liil t 1ãiö. r'gtsr-sãirssi. r,;üe. r r*:r.-iiñe räoiì s,?+ rlT-| 1c;g¿;n¿¡ng.rfäìJ 1se.= hv:,+rìe ---

Colonial HeightsCurrent and Projected Change Summary

ChangeProposal

Amount GhangeOrder

DateSiqned

1 $101,571 ,00 1 3131t08

2 $13,165.00 X X

3 $66,289.00 2 X

4 $34,928.00 3 12111108

5 912,426.00 X X

6 $38,042.00 4 12t11t087 $14,s92.00 5 12t11t08I $34,200.00 7 4t8t09I -$1.400.00 X X

10 $5,400.00 X X

Total $319,213.00

Additional Proj ected Changes

New VHDA regulations:- VCT at entrances - $850- Undercut bath and bedroom doors - $1500- Individual water meters - $2500- Washer emergency shut-offs - $2050

Fresh Air intakes - $1650

Additional Surveying - $8500

F&R (Third Party Testing):- Asbestos - $7175- Design work - 57786- Testing - $16000 (less whatever they've paid to date which I think is 10k)

Additional Drawings - $1200

Steel for rear porch - 52675

??? Dumpster Pad - $5000 (they've been talking about adding something back)

There is some value engineering that I will be crediting back to them. This should be inthe neighborhood of a $30k credit

We think it would be a good idea to have another $7500 to cover any more hiccups.

TAB T(Documentation of Financing Sources)

TABV(Nonprofrt or LIIA Purehase Opfion or lght sf First Refusd-)

6l,¡¡jriu liï¿i',,

Prepared lry and to be returned to:Karady &; Quinrq P.C.7130 GlenForestDrive, Suite 120Richmond, Y ir glnia 23226

PUBçHASE OPTTOq!-AND 4LçrrT O-F.FIRST RETUSAL AGREEMEryT

'fhis Purchase Option and Right of First Refusal Agreement ("Purchase Agreement") is

made as of the lQth day of May, 2008, by and between COLQNIAL IISLGIITSAPARTIU&NTS 2006.J,¡P:, a Virginia limited partnership (the "Partnership"), CENTRAITVIIRGINfA IIQU$ING COALITION. INC.. a nonstock Virginia corporation ("Grantee"), and

CVHC C.O.LONIAL HEIçFTS AI'ARTM4NIS. $[C., a Virginia corporation (the "GeneralPartner"), and is consented to hereinbelow by {OUSING 4OUITY FUND OF VIRGINIA XI.L&.Q, a Virginia limited liability company (the "Consenting Limited Partner").

Whereas, the General Partner and one or more other parties, concurrently with theexecution and delivery of this Purchase Agreement, are entering into certain Amended andRestat()d Agreement of Limited Partnership dated as of the date hereof (the "Agreement")continLtir'tg the Partnership by amending and restating a prior partnership agreement; and

Whereas, the General Partner is wholly owned and controlled by Grantee; and

Whereas, Grantee has been instrumental in the development of the Project Property, as

descritred in the Agreement, and will act as guarantor of the obligations of the GeneralPartner inthe continuation of the Partnership for the further development of the Project Properly; and

Whereas, the Project Property is or will be subject to one or more governmental agencyregulatora agreements (collectively, the "Regulatory Agreement") restricting its use to low-income housing and may become subject to a low-income use restriction (the "SpecialCover,ant") pursuant to the terms and conditions of this Agreement (such use restrictions underthe Regulalory Agreement and any Special Covenant being refened to collectively herein as the"Use lì.estrictions"); and

Whereas, Grantee and the General Partner desire to provide for the continuation of theProjec;t Prrrperty as low-income housing upon termination of the Partnership by Granteepurctrasing the Project Property at the applicable price determined under this PurchaseAgreement and operating the Project Property in accordance with the Use Restrictions; and

Wtnereas, as a condition precedent to the formation or continuation of the Partnershippursuant to the Agreement, Graritee and the Gene¡al Partner have negotiated and required thatthe Partnership shall exeoute and deliver this Purchase Agreement in order to provide for suchlow-income housing, and the Consenting Limited Partner has consented to this Agreement inorder to induce the General Partner to execute and deliver the Purchase Agreement and to induceGrant.ee to guarantee the General Partner's obligations thereunder;

f dl,

'ôl;

t il' . ].t:Z ,Tax Parcel '¡9'. clt;' '¿l+"í

Consideration: - 0 -

d3

Norv, Therefore, in consideration of the execution and delivery of the Agreement and the

paymenl b1'the Granteæ to the Partnership of Ten and No/100 Dollars ($10.00) and other good

and v¿iluabte c.onsideration, the receipt and suffrciency of which is hereby acknowledged, the

parties hereby agree as follows:

l. Gr-ant g[ Opltion. The Partnership hereby grants to C¡rantee an option (the

"Optinn") to purchase the real estate, fixtures, and personal property comprising the ProjectProperty or associated with the physical operation thereof, owned by the Partnership at the time

of purchase: (the "Property"), after the close of the fifteen (15) year compliance period for theIow-income housing tax credit for the Project Property (the "Compliance Period") as determined

under Section a2(i)(l) of the Internal Revenue Code of 1986, as amended (the "Code"), on theterms ;lnd conditions set forth in this Purchase Agreement and subject to the conditions precedent

to exercise of the Option specified herein. The Project Property real estate is legally described inExhibit .A ¿rttached hereto and made a part hereof The Regulatory Agreement containing the

Use Restrictions to which the Project Property real estate will remain subject under Section 9hereof is described in Exhibit B attached hereto and made a part hereof

2. Grant of Refusal Right, In the event that the Partnership receives a bona fideoffer to purchase the Project Property, which offer the Partnership intends to accept, Grantee

slrall have a right of first refusal to purchase the Property (the "Refusal Right") after the close ofthe Compliance Period, on the terms and conditions set forth in this Agreement and subject to theconditions precedent to exercise of the Refusal Right specified herein. In addition to all otherapplicable conditions set fbrth in this Agreement, (a) the foregoing grant of the Refusal Rightshall be eff'ective only if Grantee is currently and remains at all times hereafter, until (i) theRefusa1 Right has been exercised and the resulting purchase and sale has been closed or (ii) theRefusal Right has been assigned to a Permitted Assignee described in Section l0 hereof,whichever fìrst occurs, a qualifred nonprofit orgarnzation, as defined in Section 42(h) (5) (C) ofthe Code, a.nd (b) any assignment of the Refi.lsal Right permitted under this Agreement and theRefi.rsal Right so assigned shall be effective only if the assignee is at the time of the assignmentand rernains at all times thereafter, until the Refusal Right has been exercised and the resultingpurchase and sale has been closed, a Permitted Assignee described in Section 10 hereof meetingthe requirements of Section a2þ)(7)(A) of the Code as determined in its judgment by tax counselto the Consenting timited Partner. Prior to accepting any such bona fide offer to purchase thePropeny, the Partnership shall notify Granteq the General Partner, and the Consenting LimitedPartner ofsuch offer and deliver to each ofthem a copy thereof The Partnership shall not acceptany sur:h ofle¡ unless and until the Refusal Right has expired without exercise by Grantee underSectiorr 6 hereof.

3. Purchæe Price Under OntÍon. The purchase price for the Property pursuant tothe Option shall be the greater of the following amounts, subject to the proviso set forthhereinbelow:

, .f,f¡

â. Debt and Tqxes. An amount sufficient (i) to pay all debts (includingpanner loans) and liabilities of the Partnership upon its termination and liquidation as

projected to occur immediately following the sale pursuant to the Option, and (ii) todistribute to the Partners, after payments under Section I 1.04(a) and (b) of the Agreementand payments to the Limited Partner of an amount equal to any LIHTC ReductionGuaranty Payment, Unpaid LIHTC Shortfall or Limited Partner Special ,A.dditional

Cap'ital Contritrution, cash proceeds equal to the taxes projected to be imposed on theParÍners of the Partnership as a result of the sale pursuant to the Option, all as more fullystated in Sections of the Agreement, which is hereby incorporated herein by reference; or

b. Fair Market Valuj. The fair ma¡ket value of the Property, appraised as

low-income housing to the extent continuation of such use is required under the UseResrrictions, any such appraisal to be made by a licensed appraiser, selected by thePartnership's regular certified public accountants, who is a member of the MasterAppraiser Institute and who has experience in the geographic area in which the ProjectProperty is locaterl,

provided, howeve¡ that if prior to exercise of the Option the Internal Revenue Service (the

"Selice") has issued a revenue ruling or provided a private letter ruling to the Partnership, theapplicability of which ruling shall be determined in its judgment by tax counsel to theConseirting Limited Partner, or tax counsel to the Consenting Limited Partner has issued an

opinion letter ooncluding that property of the nature and use of the Property may be sold undercircumstances described in this Agreement atthe greater of the price determined under Section42(i) (.7) of the Code or the price determined under subsection 3a hereinabove without limitingtax cre'dits or deductions that would otherwise be available to the Consenting Limited Partner,then the Option price shall be such price.

4 Purchase Price Under Refusal Rieht. The purchase price for the Propertypursuant to the Refusal Right shall be equal to the sum of (a) an amount suffrcient to pay alldebts (including partner loans) and liabilities of the Partnership upon its termination andliquidation as projected to occur immediately following the sale pursuant to the Refusal Right,and (b), an amount sufficient to distribute to the Partners, after payments under Section I l.0a(a)and (b.t of the Agreement and an amount equal to any LIHTC Reduction Guaranty Payment,Unpaid LIHTC Shortfall or Limited Partner Special Additional Capital Contribution, cashproceeds equal to the taxes projected to be imposed on the Partners of the Partnership as a resultof the sale pursuant to the Refusal Right, all as more fully stated in Section 11.04 of theAgreenrent, which is hereby incorporated herein by reference.

5. Conditions Precedent. Notwithstanding anything in this Agreement to thecorfirary, the Option and the Refusal Right granted hereunder shall be contingent on thefollowing:

{þ

a, Geucral__Partnef. The General Partner shall have remained in good

starrding as General Partner of the Partnership without the occurrence of any event of'defbult under the Agreement; and

c. Resulatorv Ägreement. Either (Ð the Regulatory Agreement shall have

been entered into and remained in full force and efFect, and those Use Restrictions to be

r:onfained therein, as heretofore approved in writing by the Consenting Limited Partner,shall have remained unmodified without its prior written consent, or (ii) if the RegulatoryAgreement is no longer in effect due to reasons other than a default thereunder by thePartnership, such Use Restrictions, as so approved and unmodified, shall have remainedin effect by other means and shall continue in effecf by inclusion in the deed as requiredunder Paragraph I 0 hereof.

If any or a1l of such conditions precedent have not been met, the Option and the Refusal Rightshall liot be exercisable. Upon any of the events terminating the General Partner as GeneralPartne,l of the Partnership under the Agreement or affecting the Regulatory Agreement as

described in this Section 5, the Option and the Refusal Right shall be void and of no further forceand effect.

6. Exercise of Ontion oåBefusal Risht. The Option and the Refusal Right mayeach tre exercised by Grantee by (a) giving prior written notice of its intent to exercise the Optionor the Refusal Right to the Partnership and each of ifs Partners in the manner provided in theAgreernent and in compliance with the requirements of this Section 6, and (b) cornplying withthe colrtract and closing requirements of Section 8 hereof Any such notice of intent to exercisethe Option shall be given during the last twelve (12) months of the Compliance Period. Anysuch notice of intent to exercise the Rpfusal Right shall be given within one hundred eighty (180)days aiter Grantee has received the Partnership's notice of a bona fide offer pursuant to Section 2hereo[ but in no event laterthan one hundred eighty (180) days immediately followingthe end

of the Comprliance Period, notwithstanding any subsequent receipt by the Partnership of any such

offer. In eit,her case, ttre notice of intent shall specify a closing date within one hundred eighty(1S0) days immediately following the end of the Compliance Period. If the foregoingrequirements (including those of Section t hereof) are not met as and when provided herein, theOption or the Refusal Right, or both as applicable, shall expire and be of no further force oreffect. Upon notice by Grantee of its intent to exercise the Option or the Refusal Right, all rightsunder the other shall be subordinate to the rights then being so exercised unless and until such

exercise is v¡ithdrawn or discontinued, and upon the closing of any sale of the Properfy pursuantto such nr:tic;e shall expire and be of no further force or effect, provided that in the event that theOption and the Refusal Right are hereafter held by different parties by reason of any permittedassignnrent or otherwise, Grantee in its assignment(s) or such parties by written agreement mayspecify any other order of priority consistent with the other terms and conditions of thisAgreernerrl.

7. Determinatiqln of Pricq. Upon notice by Grantee of its intent to exercise theOption or the Refi.rsal Right, the Partnershíp and Grantee shall exercise best efforts in good faith

'.ts

to agree on the purchase price for the Property. Any such agreement shall be subject to the priorwritten consent of the Consenting Limited Partner, which shall not be withheld as to anypurch:ase price determined properly in accordance with this Agreement.

8. Cont¡'agt and- Çlosing. Upon determination of the purchase price, thePartnership and Grantee shall enter into a written contraçt for the purchase and sale of thePrope:lg in accordance w-ith this Agreement and containing such other terms and conditions as

are sf,endard and customary for similar commercial transactions in the geographic area which theProject Property is located, providing for a closing not later than the date specified in Grantee'snotice, of intent to exe¡cise of the Option or the Refusal Right, as applicable, or thirty (30) daysafter the pr.rrchase prir;e has been determined, whichever is later. In the absence of any suchcontr¿rct, this Agreement shall be specifically enforceable upon the exercise of the Option or theRefusal Right, as applicable. The purchase and sale hereunder shall be closed through a deed-and-ru,oney escrow with the title insurer for the Project Property or another mutually acceptabletitle company.

9. Use Restrictionq. In conside¡ation of the Option and the Refusal Right grantedhereurrder at the pricer specified herein, Grantee hereby agrees that the deed of the ProjectProperty to Grantee shall contain a çovenant running with the land, restricting use of the ProjectPropeÉy to low-incomr: housing to the extent required by those Use Restrictions contained in theRegulatory Agreement, as approved in writing by the Consenting Limited Partner and

unmorlified without its prior written consent. Such deed covenant shall contain a reverter clause,enforc:eable by the Consenting Limited Partner, its successors and assigns, in the event ofmateri¿l violation of such Use Restrictions. Such deed coven¿nt shall include a provisionrequiring Grantee to pay any and all costs, including attorneysr fees, incurred by the ConsentingLimiterf Partner or any other holder of such reverter rights in enforcing or attempting to enforcethe Use Restrictions or such reverter rights, and to pay any and all damages incurred by theConserrting Limited Partner from any delay in or lack of enforceability of the same. All reverferprovisions contained in such deed and in this Agreement shall be subject and subordinate to anythird-party liens encumbering the Project Properly.

If prior to exercise of the Option or the Refusal Right, as applicable, the Service hasissued a re\/enue ruling or provided a private letter ruling to the Partnership holding that a

covenant of the nature described hereinbelow may be utilized without limiting tax credifs ordeductions that would otherwise be available to the Consenting Limited Partner, the applicabilityof which ruling shall be determined by counsel to the Consenting Limited Partner in its solejudgment, then as a condition of the Option and the Refusal Right, the deed to Grantee shallinclude a Special Covenant specifìcally restricting continued use of the Project Property to low-income housing as determined in accordance wìth the same low-income and maximum rentrequirernents (excluding any right under the Code to raise rents after notice to the applicablestate or: local housing credit agency if it is unable to find a buyer at the statutory price) as arecurently specified in the ,A.greement with reference to the low-income housing tax credit(notwithstanding any future discontinuation of such credit or modification of federalrequirernents therefor), except insofar as more stringent use requirements are imposed by the

4, '¡

Ii.egulatoly A¡¡reement as approved by the Consenting Limited Partner and unmodified withoutits priorvritte,n consent. The Specia.l Covenant shall constitute part of the Use Restrictions. The

Special (loverrant may state that it is applicable and enforceable only to the extent such housing

produces income sufficient to pay a1l operating expenses and debt service and fund customaryreserves and there is a need for low-income housing in the geographic area in which the ProjectProperty is located. The Special Covenant shall run with the land for a period of frfteen (15)years after closing of the purchase under the Option or the Refusal Right, as applicable, or, iflonger, fbr the period rneasured by the then remaining period of Use Restrictions under the

Regulatc,ry Agreement, provided that the Special Covenant shall terminate at the option of anyholder ol'the leverter rights described hereinabove, upon enforcement thereof

I r the event thal neither the Option nor the Refusal Right is exercised, or the sale

pursuant therr:to is not consummated, then upon conveyance of the Project Property to anyoneother than ch'antee or its permitted assignee hereunder, the foregoing provisions shall terminateand have, no fi;rther force or effect.

10. Assisnment Grantee may assign all or any of its rights under this Agreement to(a) a qualifred nonprofit organizatiÕn, as defined in Section 42(h) (5) (C) of the Code, (b) a

govemnÌent agency, or (c) a tenant organization (in cooperative form or otherwise) or residentrlìíulâ.gêTll€:nt oorporation of the Project Property (each a "Permitted Assignee") that demonstratesits ability and willingness to maintain the Project Property as low-income housing in accordance

with the [Jse Restrictions, in any case subject to the prior written consent of the Consentingllimited Partrrer, which shall not be unreasonably withheld if the proposed grantee demonstratesthat it is reputable and creditworthy and is a capable, experienced owner and operator ofresident:tal rental properl.y, and subject in any event to the conditions precedent to the RefusalRight grarrt and the Option price set forth in Sections 2 anó 3 hereol Prior to any assignment orproposed assignment of its rights hereunder, Grantee shall give written notice thereof to thePartnership" the General Partner, and the Consenting Limited Partner. Upon any permittedassignment hereunder, references in this Agreement to Grantee shall mean the permittedAssignee wh,¡re the context so requires, subject to all applicable conditions to the effectivenessof the rights granted unclerthis Agreement and so assigned. No assignment of füantee's rightshereunder shall be effective unless and until the permiued Assignee enters into a writtenagreemonl. accepting the assignment and assuming all of Grantee's obligations under thisAgreement and copies of such written agreement are delivered to the Partnership, the GeneralPartner., and the Consenting L,imited Partner. Except as specifically permitted herein, Grantee'srights hereunder shall not be a.ssignable.

ll. Miscella4gous. This Agreement shall be governed by the laws of the State ofVirginia. This Agreement may be executed in counterparts or counterpaÍ signature pages,

which together shall constitute a single agreement.

12. Suoersede Prior Agrgc!ûcn1. This Agreement replaces and supersedes in itsentirety' ttrat certain Purchase Option and Right of First Refusal entered into as of February 28,2006 but which was nevsr recorded.

"1,li

In Iñ/itness Whereof, the parties have executed this document as of the date first set forthhereinabo-¡e.

Partnership:

Colonial Heights Apartments 2006, LP., a

Virginia limited partnership

By: CVHC ial Heights Apartments, Inc.,a Virginia Partner

/*-rt-_.+

, President

COMMONWEAL OF VIRGIMAr1l

t, a Notary Public in and for said City in the State aforesaid,do helebf certify that Gary Parkey', President of CVHC Colonial Heights Apartments, Inc.,personally known to me to be the same person whose name is subscribed to the foregoinginstrument as such officer, appeared before me this óay in person and acknowledged that he

signed and delivered such instrument as his own free and voluntary act, and as the free andvolunlary act of the Partnership known as Colonial Heights Apartments 2006, L.P. on behalf ofwhich said corporation has executed the foregoing instrument as a General Partner, all for theuses arrd purposes set forth therein.

Given under my hand and notarial seal on Way l\ , zoOg.

MyccmmissionExpires, it,'jT .1I iZa t,a-$ffi

Tru,gü:'i: =r,.ffi

By:

))ss)

ßctæTY

.1, s

Grantee:

Central Virginiqa Virginia c{i

By:

COMMONIWEAITH OF VIRGINIA(f s-t, ,"., ! J ci\ lkn () ,l,r)CTTY TF-FRËDERTEKSBURG

, a Notary Public in and for said City in the State aforesaid,

do hereby cèrtify that Gary Parker.lExecutive Director of Central Virginia Housing Coalition,Inc., personally known to me to be the same person whose name is subscribed to the foregoinginstrument as such offrcer, appeared before me this day in person and acknowledged that he

signerl and delivered such instrument as his own free and voluntary act, and as the free and

voluntary act of the corporation known as Central Virginia Housing Coalition, Inc., all for the

uses and purposes set lbrth therein.

[ousing Coalition, Inc.

'^f) ll

5i]

General Partner:

CVHC ColoniVirginia corp

By: à.A'-COM]MOT.ìWEALTH OF VIRGIMA )

)ss)

f f-,,. r'ìl'-r o J^GrT-Y-.oFftFnen

lutr-j'c¿;G

I, a Notary Public in and for said City in the State aforesaid,President of CVHC Colonial Heights Apartments, Inc..do hereby iertify that Gary Pa

personally known to me to be the same person whose name is subscribed to the foregoinginstrurnent as such offrcer, appeared before me this day in person and acknowledged that s/he

signe<i and delivered such instrument as his/her own free and voluntary act, and as the free and

voluntary act of the corporation known as CVHC-Colonial Heights Apartments, Inc., all for theuses and pul?oses set forth therein.

Gven under m1' hand and notarial seal on ¡¿;ay l$ 2008.

My Commission Expires:

si

The undersigned herebyhereinabove.

consents to the foregoing Agreement as of the date first set forth

Consenting Limited Partner:

HOUSING EQUITY FUND OF VIRGINIA XI,L.L.C., a Virginia limited liability company

By: Virginia Housing Capital Coqporation, itsmanaging member

By:

COMMONWEALTH OF VIRGINIA

CIT'/ OiI IìICHMONI)

t, +{-,é.e,+dø¿a þ3:4<aNotary Public ìn and for said City in the State aforesaid,do h<;reby'ceÍify that .Arild O. Trent, Vice President of Virginia Housing Capital Corporation,personally known to me to be the same person whose name is subscribed to the foregoinginshrment as such officer, appeared before me this day in person and acknowledged that hesigne,J and delivered such instrument as his own free and voluntary act, and as the free and

voluntary act of the iimited liability company known as Housing Equity Fund of Virginia XI,L.L.C:. on t¡ehalf of which said corporation has executed the foregoing instrument as a managingmemt)er, all for the uses and purposes set forth therein.

Given under my hand and notarial seal on May &

My Ccmmission Expires:

Regist.ration Number:

IsEAL]

----'7a:À l.gi'7

Arild O. Trent, Vice President

L-10

,J¿

EXHIBITA

LEGAL DESCRIPTION OF'

@LEGAL DESCRIP:|ION FOR A 0.3415 ACRE TRACT OF LAND AS RECORDED INPT,AT BOOK 4, PAGE 29 OF THE CITY OF FREDERICKSBIIRG, VIRGIMA LANDRBCORDS; SAID 0.3415 ACRE TRACT BEING MORE PARTICULARLYDË,SCRIBNO BY METES ,dND BOLTNDS ON TTM ALTA/ACSM LAND TITTESL]RVEY MADE BY HGP, INC., DATED MARCH 6,2007 AS FOLLOWS:

Beginning at a dnll hole found in the Western line of Charles Street and 130.2 feet South

of rhe centerline of,Dunmore Street for the Northeast corner of this tract and the POINTOI' BEC+,IIINING; TIIENCE,

Wir:h the, Westerly riglrt of way of Charles and Dixon Street, the following two courses:

l. S,outh 26" 32' 30" Bast,77.68 feet to a drill hole found 0.2' from a building;.I'IIENCE,

2. South 14' 07' 35" West, tr06.00 feet to a 518" iron rod set at the Southeast corner<if this site, same being a ccrner to Downtown Greens as recorded in Instrumentl{o. 2003402000; THENCE,

Leaving the right of way of Dixon Street and with the çommon line of both this tract and

tracts olned by Downtown Greens as recorded in Instrument Nos. 2003402000 and2001206000" the following five (5) courses:

l. North 62'36' 16" West, 20.00 feet to a 5/8" iron rod set; TÉIENCQ'.¿. North 60' 10' 30" Wêst, 100.00 feet to a l" iron pipe found; TI{ENCE,3. Niorth 63' 27' 29" East, L94 feet to a 5/8" iron rod set; TIIENCE,4. North 26" 32'30" West, 58.60 feet to a5/8" iron rod set;TIIENCE,5. Àorth 63'25' 57" East, 126.30 feet

to the POTNT OF BEGINNING" containing 0,3415 acres of land, more or less.

BEING the same properfy conveyed to Central Virginia Housing Coalition, Inc^, Inc. bydeerl frrrrn Dixon Street Associates, a Virginia limited partnership, dated January 7, 1999and recorded January 14, 1999, in the Clerk's Ofïïce, Circuit Court, City ofFreclericksburg, Virginia, in Deed Book 320, page92.

AND BEING fhe same property conveyed to Colonial Heights Apartments 2OO6,LP. bydeed frorn Central Virginia Hcrusing Coalition, fnc., Inc. ¿ate¿ MfyY I I ZOOS

and recorde¿ _¡1gY-r?t__ 2008 in the Clerk's Office, Circuit Court,'City ofFredericksburg, Virginia in Deed Book

- page

-. lr:r d Oü-æl?31

1t

JJ

EXHIBITB

DESCRIPTION OFRPGULATORY AGREAMENT

Titlq: Ilxtended Use Regulatory A.greement and Declaration of Restrictive Covenants

Patties: Virginia Housing Development AuthorityCotonial Heights Aparherits 2006 L P.

Dg-Lc; June B, 2007

Bçqa!útgJnformation (if known): To be reccrded as part of the transfer of thePrc'perty

l.tï.}I SLriiL¡'{ i suÈLruu!i iir-Fi tll+lll-lt ¡til i;-lþ I l ¡-l1|i !. il¡-þ lì F l:F

.a rfit r'ari liLUt,illLt'rlf;Ljl'jt: l.l I T L,lI; ,¡f i ¿i- l J.UU'-J ñ l i. J- ¡ lJ'Î| ! !

!-HAHX!!li! ! ltll it HFI i i : I FH¡i

ìrþt illt'lìþ¡l P-?- \ìPl

Ør,orry,øryp_

12

TABW(Original Attorney's Opinion)

KeNenv & QunNN, P.C.ATToRNEYS AND CouNsELoRs AT LAw

T l30 GleN Fonrsr Dnlve, Surl- l 20RrcHrqoruo, Vrnorxr¡ 23?26

TELEPHoNE: (8O4, 242-849¿FAcsrMrLE: (AO4) 282'4496

E-Malu: rovr¡¡@KANADYQutNN. coM

l./lay 14,2009

Virginia Housing Development Authority601 South Belvidere StreetRichmond,Virginia 23220

RE: 2009 Tax Credit Reservation Request

Name of Development: Colonial Heights Apartments

Name of Owner: Colonial Heights Apartments 2006, LP

Gentlemen:

This fïrm represents the above-referenced Owner as its counsel. It has received a copy ofand has reviewed the completed applicationpackage dated as of May 13,2009 (of whichthisopinion is a pa$ (the "Application") submitted to you for the purpose of requesting, incõnnection with the captioned Development, a reservation of low income housing tax credits

("Credits") available under Section 42 of the Internal Revenue Code of 1986, as amended (the

"Code"). It has also reviewed Section 42 of the Code, the regulations issued pursuant thereto and

such other binding authority as it believes to be applicable to the issuance hereof (the regulations

and binding authonty hereinafter collectively referred to as the "Regulations").

Based upon the foregoing reviews and upon due investþation of such matters as it deems

necessary in order to render this opinion, but without expressing any opinion as to either the

reasonableness of the estimated or projected figures or the veracity or accuracy of the factual

representations set forth in the Application, the undersigned is of the opinion that:

1 It is more likely than not that the inclusion in eligible basis of the Development ofsuch cost items or portions thereof, as set forth in Parts VIII and D( of theApplication form, complies with all applicable requirements of the Code and

Regulations.

2. The calculations (a) of the Maximum Allowable Credit avúlable under the Code

with respect to the Development in Part VItr ofthe Application form and (b) oftheEstimated Qualified Basis of each building in the Development in Part D( of theApplication form comply with all applicable requirements of the Code and

regulations, including the selection of credit type implicit in such calculations.

3. The appropriate type(s) of allocation(s) have been requested in Subpart I-D of theApplication form.

Virginia Housing Development AuthorityIN'day 14,2009Page2

4. The information set forth in Subpart VII-C of the Application form as to proposed

rents satisfies all applicable requirements ofthe Code and Regulations.

5. The site of the captioned Development is controlled by the Owner, as identified inSubpart tr-A of the Application, for a period of not less than four (a) months

beyond the application deadline.

6. The type of the nonprofit orgauzation involved in the Development is an

organzation described in Code Section 501(c)(3) or 501(c)(4) and exempt fromfederal taxationunder Code Section 501(a), whose purposes include the fostering oflow-income housing.

7. The nonprofrf organrzation's ownership interest in the development is all themanaging member interests of the ownership entity of the development as

described in Subpart tr-D of the Application form.

8. It is more likely than not that the representations made under Subpart I-F of theApplication form as to the Development's compliance with or exception to the

Code's minimum expenditure requirements for rehabilitation projects are correct.

Finally, the undersigned is of the opinion tha! if all information and representations

contained in the Application and all current law were to remain unchanged, upon compliance by the

Owner with the requirements of Code Section 42{h)(1)@). the Owner would be eligible under the

applicable provisions of the Code and the Regulations to an allocation of Credits in the amoun(s)requested in the Application.

This opinion is rendered solely for the purpose of inducing the Virginia HousingDevelopment Authority ("VHDA") to issue a reservation of Credits to the Owner. Accordingly, itmay be relied upon only by VHDA and may not be relied upon by any other party for any otherpurpose.

This opinion was not prepared in accordance with the requirements of TreasuryDepartment Circular No. 230. Accordingly, tt may not be relied upon for the purpose of avoidingU.S. Federal tax penalties or to support the promotion or marketing of the transaction or matters

addressed herein.

Kanady & Quinn, P.C.

/h6rcÞ-^?c

TAB Y(h{srkstíng Ptem fbr units meefing- .accmsÍhillty

rÊquirement$'of HUÞ *€c{lon 5CI4}

MARKETTNG PLAN FOR 504 ACCESSIBLE {."IMTS AT COLONTTAL r{ErGHïËAPARTMENTS

DISCRIPTION

Colonial Heights is å 16 unit ls$' income apartnent building ìn downtow4Fredetickrburg. Due to rising maintenancË cost, the buildins is scheduled for asubst¡ntial ¡ÞtonstuctÍon consísting of the dernolition of the left and right wing$renovation of the historic middle portion of the building and a 12 unit additiotr off theright side. Fivc of thc urits r+'ill bÊ fully accessíhle to people with disabilities.Accordingl¡ Colonial Heights Apartments 2006 L.P, will implement the following ptanto market tbÉ urlits.

ADMIMSTRITIVE ORTAT{TUATI ON

Respotuíble Agency: The Cental VirghÍa Housing Coalition is the agency dcsignatedas responsible for marketing to disabled families and indiviftrals. CVHC's ClientServices CoordinsÍor and Pmperty Managrr q¡íll be charged witb carrying out themarketing plan.

h{ARKETING PLA¡T STEPS :

To ensure a smooth lease-up process for all tenants and maintain compliance rilith VHDAguidelines, the Central Virginia Housing Coalition will:

1. Bogn thc marketing proÐËss 6 months before the projected completion ofaonstruction.

2, Prepare marketing rn¿terials rpecifically directed to households and individuals withdisabilities.

3. Contact the Commt¡nity Services Board, Independent Living Center, the Deparunentof Social Services, the Disahility Services Board and other organizations providingse¡vices to people wilh disaUilitie¡ in the market a¡ea and offer to makepreseuùatiots about Colonial Heights to their clients. These coiltacts will be msderepeatedly.

4. Mcct with iocal clergy and provide materials about Coloniat Heights .Érpartnremts

and ask to have ân annor¡ncetnent made about tbn arnilability of the units.

5, Identifu houscholds with onc or nÍ)re disabled member on the Section I waiting listand send them materiale about Colonìal Heights.

6. Prepate radio and print ads about Colonial Heights snd the availability of writs forpeople with disabilitics and sc,nd theur to tbs lûcal radio stdions and neu'spap€rs.

7. lvfarkøing efforts $dll bË undertaken or tn ongoing basis in order to insure a

continunus waiting list of qølified disablcd residents fot the units at ColonialHeíghts.

Coloniol Heights Aporlmenfs / Frederick:

Locolity Notificotion lnformotion Form

PART I . INSTRUCTIONS:

Section 42 (m)(1)(A)(ii) of the lnternol Revenue Code requires ollocoting cgencies to notify "the ChiefExecufive Officer (CEO) or equivolenf of the loccljurisdiclion within which the building is locoted ondprovide such individuol o reosonoble opporiunily lo comment on the developmenl.'' VHDA uses

informotion you provide in this form to comply with this requirement. lf your development overlops two ormore iurisdictions, you ore required to submit this form for eoch.

New in 200?!

ln oddilion to contocting the Locolity CEO, VHDA will olso be conlocling the Moyor or Chcirmon of lheBocrd of Supervisors. lt is proboble thot eoch posiiion will hove o seporote mciling oddress.

Although VHDA prepores the documents sent to eoch locolity, we rely on you, the developer/Appliconl, toprovide us with key informotion, including lhe nome of the locolity hoving jurisdiction over lhedevelopment, nomes, cddresses cnd solutoTions, os well os o summory of bosic developmenl informotion.

lf you olreody hove o loccl supporl letter you con include iT with the cpplicotion ol TAB l. However, youmust still complele this form ond submii if 1o VHDA or lhe opplicotion for lhis developmenl will be penolized50 poinisl

For informclion obout oddiTionol points ossocioted wilh receiving o Supporl Lelter from the locoljurisdiclion, pleose refer to the Applicofion Monuol.

Developers seeking tox-exempt bond 4% credits or Non-Competitive 9% credils, should submil this form ollecsi 30 doys prior to submission of the lox credil opplicotion.

50-Point Penolly:

Foilure to complete ond submit this form prior to 5:00 p.m. EST time on Morch 25,2009 will result in o S0-poinlpenclly (-50 poinls) for cny opplicotion submilted in conneclion wilh Ihe 2009 competilive tox credits.

Delivery of Eleclronic Copy of lhis form lo VHDA:

vio e-moil lo [email protected]. E.moil only one form cl o timel

lf you use fhis e-moil option. you will receive on outo reply messoge confirming "messoge received." The

system DOES NOT confirm thof on otlochmenf hos been received.

vic regulor moil (on CD) to:

VHDATox Credil Allocafion Deporlmentc/o Debbie Grineró0] S. Belvidere SfreetRich m ond, V A 23220-6 5OO

VH DA Contocl lnf ormqlion:

Coll Debbie Griner of 804-343-5518 if you hove queslions obout completing lhis form.

Locolily Nofificolion Informotion Form

Coìoniol Heighls Aportmenfs / Frederickr

PART II . CEO & JURISDICTION INFORMATIONPleose reod INSIRIJCTIONS obove corefully before completing the following seclions.

A. Chief Execulive Officer (CEO) lnformotion

Nqme of CEO:

Phillip L. RodenbergFirst Nome Middle lnitiol lqsl Nqme

This is lhe full nome of the City Monoger, Town Monogec Counly Adminislrolor, ChiefAdminislrqfive Officer Executive Officer. elc.

Job Tifle: City Monoger

"*-tAdminislrotive Off icei', eic.

Locol Jurisdiction: Cily of Fredericksburg

e.g. "Cily of...", "Town of..." or "[ ] Counly"

Moiling Address/P.O. Box: 715 Princess Anne Street, PO Box7447

This is lhe mo¡ling oddress of the CEO ond moy nol olwoys be lhe some os the physicolqddress of lhe courlhouse, lown holl, municipol building, city holl, elc. Pleose doublecheck lhe oddress before enlering.

Suite/Room # (iropp¡icoble):

City:Sfote:Zip:

Fredericksburq

lhis zip code musl correspond fo lhe P.O. Box or slreel oddress lhot you ore using. Note:Zip codes for P.O. boxes ore usuolly differenl from the zip codes for the slreel oddresses

Solutoiion: Mr. Rodenberg

.SJth" t."".bb"i^rJ. -rs.", "Ms.", "Rev.", etc.

B. Moyor or Chqirmqn of lhe Boqrd of Supervisors lnformqtion

Nome:Thomos J. Tomzok, M.D.First Ndme

Moyor

Middle Inítiol losl Nome

"Moyor'' or "Choirmon of the Boord of Supervisors"

Citv of Fredericksburo

Moiling Address/P.O. Box: 715 Pr¡ncess Anne Streel, PO Box7447

This is the street oddress for lhe Admnislrqtor. Moy be differenl from CEO oddress. Pleose

double check lhe oddress before enlering.

Suite/Room # (if oppticobìe): 209

22404

Job Title:

Locol Jurisdiclion:

City: Fredericksburg

Stote: vA

lip: 22404

Be sure the zip code you pick up corresponds lo lhe P.O. Box or slreei oddress lhoi you

ore using. Note: Zip codes for P.O. boxes ore usuolly differenl from 'lhe zip codes for theslreel oddresses.

Solutoiion; Moyor Tomzok

e.g.'The Honoroble", "Mr", "Mrs.", "Ms.", "Rev.", elc.

Locolity Nolificotion lnformotion Form

Coloniol Heighis Aportments / Frederickr

C. Jurisdiclion Delqil

Circuit Court Clerk's office in which the deed io the property is or will be recorded: Fredericksburo

Does the site overlop one or more jurisdictionol boundories?City/County of

Yes o lf yes, odd the nomes ofthe olher jurisdiclion (s) here:

Cìly/Counly of Cily/Counly ofDevelopment is locoted in o Metropolilon Sfotisticql Areo (MSA)? Yes \oDevelopment's Census Troct: 5ló30000400

Census Troci Number

ls lhis o Quolified Census Trocl? Yes \ols the developmenf locoled in o Difficult Development Areo? Yes {ols the developmeni locqled in o revilolizofion oreo? Yes {o

Congressionol Dislrict I htlp://dlss¡s.stole.vo.us/conqress/200lPDFs/chopTTob.pdfPlonning District 1 ó http://www.vopdc.org/oboutpdcs.hlm#PDC%20MopStote Senoie Districl I 7 hltp:/ldlsqis.slote.vo.us/senotel200lPDFs/Chop2Tob.pdfStote House District 28 htfp://dlsqis.sTote.vo.us/House/200lHousePDFs/ChoplÏob.pdf

Locol Plonning /Zoning Contoct lnfo:

Besl Person to ConToct: Erik Nelson

This is lhe person wilh whom you've previously spoken oboul lhe developmenl ond whomcon onswer onticipoled queslions from the CEO.

Job Tille: Senior Plonner

".Contocl Phone: 540-372-1179

PART III . DEVELOPMENT INFORMATION

Proposed Development Nome: Coloniol Heights AporimentsThìs is lhe morkeling nome of your development

Proposed Developmeni Address: 200-202 Chorles Sfreet FrederÌcksburg VA 22401

Slreet Address Cily Stote Zip

VHDA Tox Credil Pool: non-orofit

ln the sooce below. oive o brief descriotion of the## ### ################################################## ##############################

Development Type: (Fomily or Elderly) FomilyDescribe Archilecf urol Style:Describe Exterior Finish :

lo

LocoliTy Nolificotion lnformotion Form

Coloniol HeÌshls Aportmenis / FrederîckrDescribe Community Fociliiies:

% Low-lncome UnitsNumber of new unils

Commerciol Floor AreoLow]ncome Floor Areo% Low-lncome Unit Floor Areo

3. Number/Age of BuildingsNumber of BuildingsAge of Building(s)

Elevotor

5. Building Syslems:Describe Heoting/AC System :

loUN

dr

focilities

oneochtlooron

d

ommUN

ilvoordens

odj

l. Units:Number of low-income unils 14

Number of odoplive feuse units 2

Number of rehobilitolion unils

Tolol number of oll unils

2. Floor Areo:Gross Residenliol Floor Areo I5ó02.ó3

New/I50 yrs

4. Slructurol Feqtures (check oll thot opply):

Row House/Townhouse Gorden AportmentsDetoched Single-fomily Detoched Two-fomily

# bedrooms 28

# bedrooms 24# bedrooms 4

# bedroomsTo'tol # bedrooms 28

Number ôf sfories: 3

Slob on GrodeBqsement

I

12

14

0I 5ó02.ó3

104%

2

Crowl Spoce

Locolity Notificotion lnformolion Form

Coloniol Heighfs Aportments / Frederickr

PART IV - OWNER & SELLER INFORMATION

A. Owner lnformqtion

Owner Nome:Best Person lo Conloct: Gory PorkerStreet Address:Cìty, Stote & Zip:

Type of enlity:

B. Seller lnformolion:

Seller Nome:Seller Phone:Streei Address:City, Stofe & Zip:

ls there on idenlity of inlerest between the seller ond owner/oppliconi?the following:

Coloniol Heighfs Aportmenls 200ó, L.P. Phone: 540-ó04-9943x l2

208 Hudgins Roodrreoeñctisouro T zz¿oaCity Siofe

Limited Portnershiplndividuol(s)

Centrol Viroinio Housinq Coolition54O óO4 9943 exI l2208 Hudqins RoodFredericksburg VA 22408

Slote

7ip

Other:Corporotion

Lisl of Principols. Use the following os o guide to lisling principols.

ì. lf Portnership (owner or otherwise) - oll GPs, regordless of % interest in GP2. lf on LLC - qll members regordless of % interesl

3. lf o Corporotion (public or privole), Orgonizotion or Governmentol Enlity - officers who ore direclly responsible lo the Boord ofDirectors (or equivolenf) ond ony slockholder hov¡ng o 257o or more interest4. lt o Trust - oll persons hoving o 257" or more beneficiol ownership interest in the ossets of the lrusl

5. lf on lndividuol (owner or otherwise) - onyone hoving o 257" or more ownership interesl of fhe nomed individuoló. lf Any Person thot Direclly or lndirectly Conlrols or Hos the Power lo Control o Principol

Nqmes Phone Type of Ownership % OwnershipGory Porker for CVHC Coloniol Heighls AporlmenþA) 60!99Æ-El2- cP t00

City zip

Yes .lo lf yes, complete

Noiure of ldentity of lnterest ( I ):

NomeSlreet AddressCily, Stote & Zip:

Noture of ldenfify of Inlerest (2):

NomeStreel AddressCiiy, Stote & Zip:

Fredericksburo VA 22408

Generol Portnere.g. generol poriner, monoging membel conlrollìng shoreholder etc.

Centrol Viroinio Housino Coolilion208 Hudqins Rood

City Slole

e.g. generol porlner, monoging member, conirolling shoreholde[ e+c.

Lip

Cily Slole tip

Locolity Noiificotion lnformolion Form