Low Income Housing Tax Credit Application for Reservation Please Indicate ifthe following items are included with your application by checking the appropriate boxes. Your lassistance in organizing the submission In the following order, and actually using tabs to mark them as shown, will {aclitate review of your application. Please note that all mandatory items must be ication |processed, The inclusion of other items may increase the number of points for which you are eligible under VHDA’s point Isystem of ranking applications, and may aésist VHDA In ts determination of the appropriate amount of credits that it may. reserve for the development. You are therefore encouraged fo submit as much requested information as is avallable, but their inclusion is not mandatory for review of your application Electronic Copy of the Microsoft Excel Based Application (MANDATORY) Hard Copy of All Application Pages With Signature (MANDATORY) canned Copy of the Tax Credit Application with all Attachments (excluding market study and plans & specs) (MANDATORY {$750 Application Fee (MANDATORY) Tab A: Documentation of Development Location: Al Qualified Census Tract Certification Revitalization Area Certification Location Map Surveyors Certification of Proximity To Public Transportation Partnership or Operating Agreement, including chart of ownership structure with percentage of interests (MANDATOR Virginia State Corporation Commission Certification (MANDATORY) Principals Previous Participation Certification and Resumé (MANDATORY) "Nonprofit Questionnaire (MANDATORY for points or poo!) ‘The following documents need not be submitted unless requested by VHDA: “Nonprofit Articles of Incorporation IRS Documentation of Nonprofit Status “Joint Venture Agreement (if applicable) -For-profit Consulting Agreement (if applicable) Architect's Certification (MANDATORY) PHA / Section 8 Notification Letter Local CEO Letter Homeownership Plan Site Control Documentation (MANDATORY) Plan of Development Certification Letter Zoning Certification Letter Copies of 8609s To Certify Developer Experience (Reserved) Plans and Specitications and Work Write-Up (MANDATORY) Documentation of Rental Assistance Documentation of Operating Budget Documentation of Project Budget Documentation of Financing Sources (Reserved) Nonprofit or LHA Purchase Option or Right of First Refusal Original Attorney's Opinion (MANDATORY) (Reserved) “Marketing Plan for units meeting accessibility requirements of HUD section 504 Market Study (MANDATORY-Application will be disqualified if market study not submitted with the application) 2009 ‘Submission ChecklistLow-Income Housing Tax Credit Application For Reservation 2009-7009 T. General Taformation ‘Allcoe Sein” efecto ome, May 12,2008. "he eel Revo Coe 18a ede ‘ate oF Applenony A. Development Name and Location: 1, Name of Development Arbelo Apartments 2. Address of Development ‘31-833 Bashford Lane Grey ‘Alexands Vieginia 22314 Car ia) Tina 3, Teomplete address not available, provide longitude and fatitude coordinates (x) from location on site your surveyor deems appropriate. 1B Documentation from surveyor atached (TAB A) (Only seseasay 1 sent addres or dree lnierscctions are not avaliable, (Coordinates shouldbe the same as those listed on pe 13, applicable) 4. The Cireuit Court Clerks ice in which the deed tothe property is o wil be recorded: CityiCounty of Alexandria City (ie; Richmond City, Chesterfield County; see application manual) 5. Does the site overlap one or more jursdicUonal Boundaries? OYes @ No yes, shat other City/County isthe site locate in besides the one mentioned above? 6, Is the development located in a Metropolitan Statistical Area? Yes 0 No 7. Census Tract the dovelopmen sleet i: 201801 Is this a Qualified Census Tract: [1 Yes No (ityes, attach required form in TAB A) 8. _Isthe development located ina Difficult Development Area? 9. Is the developmen located ina revitalization area? TE Yes (No (ifyes, attach roquited form in TAB A) 10, _Isthe development an existing RD ot HUD $8/236 development? Yes No (Ifyes, attach required frm in TAB Q) ‘No: I there isan Wet of interest between the applicant and the seller in his proposal, and the applicant is seeking pont in this category, then the applicant must eter waive thei righ tothe developer’ fe or ae es associ wih acquisition anor rehsbltation, or obtain a waiver of this requirement from VIDA prior to application submission © receive these pints. Applicant agrees to waive all rights to any develope’ ee oF ‘other fecs associated with acquisition and/or rca. Oye One b. Applicant has obtained a waiver ofthis requirement from VDA, ‘orto the application submission deadline. Oye: 0 na 11, Is the development located in census tat with a poverty rate 10% with no tax eredit units curealy present? Ces No 12, Isthe development listed onthe RD 515 Rehabilitation Priority List? O¥es No 13, Congressional District 8 ede st autores 00st Planning District ‘3 hrseen ancora mdPOcAae State Senate District 30 moms sn vate State House District, 45h ae a noo eee 14, EZ Location Map Attached (TAB A) Project Description: In the space provided below, give brief description ofthe proposed project. [Substantial rehabiitation of 94 garden walk-up apartments including abandonment of central heating system, allnew kitchens, new] lwindows and roots, development of several fully handicapped accessible units. 2009 Page 1Low Income Housing Tax Credit Application For Reservation C. Reservation Request 1 Total annual credit amount request (Must be the same as Part IX-D8) $466,245 2. Credits requested from: 9% Cre Nonprofit Set-Aside (All nonprofit owned developments which meet tests deseribed in Part I-D heroof may solect this) CF Local Housing Authorities 1 Tidewater MSA Pool Norther Virginia MSA Poot Small MSA/Micropotitan Poo! D._Richmond MSA Pool CO Rural Poot 1 NonComptitve Pool (Preservation) 1 Non-Competive Pool (Disailiy) C2 Tax Bxempt Bonds 1D new construction, o¢ rehabilitation, or acquisition and rehabilitation, Federal Subsidies Cl Thedevelopment will not reosive federal subsidies. C1 Thisdevetopmen wll receive federal subsidies for: Chat butaings some buildings. D. Type(s) of Allocation/Allocation Year 1, Regular Allocation Alt of te buildings in the development are expected to be placed inservice this year. For those buildings the owner wil this year, request an allocation of 2008 credits for] new construction, of C1 rehabilitation, or acquisition and rehabilitation. 2. Carryforward Allocation All ofthe buildings in the development are expected to be placed in service within two years after the end ofthis calendar year, 2009, but the ‘owner will hve more than 10% basis inthe development before the end of six :moaths following allocation of eredits. For those buildings, the owner requests a carryforward allocation of 2009 credits pursuant to Section 42(n)(1)(E) for: Cinew construction, or Orebabittation, or acquisition and rehabilitation (even if you acquired a building this year and "placed it in service" for the purpose ofthe acquisition credit, you cannot receive ‘the 8609 form for it until the rehab 8609 is issued for that buliding once the rehab ‘work is "placed in service” in 2010 or 2011). 3. Federal Subsidies EZ ‘The development will not receive federal subsidies. This development will receive federal subsidies fr: Cat buildings or Ci some buildings Page?Low-Income Housing Tax Credit Application For Reservation E Acq ion Credit Information [NOTE: Ifno eredits are being requested for existing buildings being acquired forthe development, s0 indicate and go on to Part F. C1 No Acquisition Ten-Year Rule For Acquisition Credits Ati buildings satisty the 10-year look-back rule of IRC Seotion 42 (4)(2)(), inching the 10% basis/$15,000,00 rehab costs ($10,000 for Tax Exempt Bonds) per unit requirement. AN buildings qualify for an exception to the 10-year rule under IRC Section 42(€)(2)(D)Q), Subsection (I) a Subsection (II) a Subsection (111) Subsection(V) Subsection (V) a CA waiver of the 10-year rule for all buildings has been or will be requested from the Department of the Treasury pursuant to IRC Section 42(4\(6)(B) CJ Different circumstances for different buildings: Attach a separate sheet and explain for each. building, Rehabilitation Credit Information NOT if no credits are being requested for rei lon to Section I No Rehabilitation ation expenditures, so indicate and go Minimum Expenditure Requirements ao a 2009 ‘All buildings in the development satisfy the rehab costs per unit requirement of IRC Section 42(€)(3)(AXi). All buildings in the development qualify for the IRC Section 42(¢)(3)(B) exception to the 10% basis requirement (4% credit only). All buildings in the development qualify for the IRC Section 42(1(5)(BXi} II) exception, Different circumstances for different buildings. Attach a separate sheet and explain for each building, Page 3Low-Income Housing Tax Credit Application For Reservation I,_ OWNERSHIP INFORMATION IRoTE- wi mtn Inte iga narmo ct te cna. The cwmernp erty must be omed pr 'smsson ined pares) pats tepacadsnsnice aa of ho proo evelopant athe i fe acaon Th en “Ounar hewn wears ak ary_ Pre il inning bis sppeaton. Any want, oc of noc. parteap leet (sce Tos devcpret shat be pots ens he ware scorer 0 oY VHA ‘MPORTANT: The Owner name listed on hi page most match axacUy the ona nama lated onthe Vigna State Corporation Cormssion| ay aocat Gea oy th paying oy wich ovr A. Owner Informati Tat be a aia or pay oad oy Name Arbelo Limited Partnership Contact Person Middle: Last: Cooper-Levy Address 8 W. Nelson Ste oo) Alexandria Virginia 22301 Ciny Say TipCok) Federal . D.No. 26-4827095 (not available, obten prior to Allocation) Phone 703-549-7170 Fax TOS-S49-7175 Email address herbel@rpjhousing ong ‘Type of enti Limited Partnership TH Other OO Individuat(s) O_Comporation ‘Owner's organizational documents (¢.g, Partnership agreements) attached (Mandatory TAB By [E] Ceritication trom Virgina State Corporation Commission attached (Mandatory TAB C) Principal(s) involved (e.g, general partners, LLC members, controlling shareholders, etc.): ‘Names ** Phone ‘Type Ownership % Ownership Herb Cooper-Levy for Arbelo Associates, LI_703-549-7170__managing member 0.01% “Herb Cooper-Levy for Robert Pierre Tohnsori 703-490-7170 Tinted partner V9.II% “Housing Development Corporation 00 0.00 0.00 0.00 0.00% ‘This should be 100% of the GP or managing member interest: 10.00% ** These should be the names of individuals who comprise the GP or managing members, not simply the names of ‘separate partnerships or corporations which may comprise those components [ Principals’ Previous Participation Certification attached (Mandatory TAB D), resumé, & ownership structure chart. B, Seller Information: 2009 ‘Name _ Robert Pierre Johnson Housing Development Co Contact Person Herb Cooper-Levy Address 8 W.Nelson Ave, Suite B-I Alexandria VA 22301 Phone Is there an identity of interest between the seller and owner/applicant? Ifyes, complete the following: Principal(s) involved (e.g. general partners, controtling shareholders, ete.) ‘Names Phone ‘Type Ownership % Ovmership Robert Pierre Johnson Housing Development 703-549-7170 __fee simple 100.0% 0.00% ‘NOTE: VDA identity of interest waiver re developer fee ison file and included 0.00% this application. 0.00% Page4tion For Reservation Low-Income Housing Tax Credit Applic c Development Team Information: Complete the following as applicable to your development team. 1. Tax Attomey: Christopher Hornig Related Entity? 1) Yes, Firm Name: fein Homig Address: T27SK'St, NW, Suite 1200, Washington, DC200S Phone: 202-842-9006 Fax: 202-842-3936 2. Tax Accountant: To be determined Related Entity? Yes Firm Name; Address: Phone: Fax: 3. Consultant: Roberta Ujakovich Related Entity?) Yes Firm Name: “Southport Financial Services, Inc, Role: Advisor Address: 2430 Estancla Boulevard - Suite TOY, Clearwater, FL 33761 Phone: "727-669-3660; 202-723-4351 Fax: 4, Management Entity (Contact): Terry Newton. Related Entity? Yes [1 No Firm Name: PJ Housing Development Corporation of National Capital Area, Inc Address: BW. Nelson Ave,, Suite B-T, Alexandria, VA 22301 Phone: "703-549-7170 Fax 703-549-7175 5. Contractor (Contact): To be determined Related Entity? Yes Firm Name: ag ea TT Address: Phone: Fax: 6. Architect: John Maisto Related Entity? C1 Yes EJ No Firm Name; “EDG Architects Address: ‘FBethesda Metro Center, Suite 110, Bethesda, MD20BIT SSCS Phone: 301-654-0058 Tax: 301-907-7814 7. Real Estate Attorney: Related Entity? 1 Yes 1) No Firm Name: Address: Phone: Fax: 8. Mortgage Banker: To be determined Related Entity? 1 Yes [] No Firm Name: Address: Phone: Fax: 9. Other (Contact) Related Entity? [Yes [] No Firm Name: Role: Address: Phone: Fax: 2009 Page 5Low-Income Housing Tax Credit Application For Reservation Nonprofie Involvement: [Applications For 0% Crediis- Must be completed in order to compete in the nonprofit tax credit poo. |All Appicants - Must be completed for points for nonprofit nvolvement under the ranking system. ‘Tax Credit Nonprofit Pool Applicants: To qualify fr the nonprofit poo, an organization described in IRC Section SOL (©(G) or 50 (2) and exempt from taxation under IRC Section 501 (a), whose purposes include te fostering oflow-inome housing ‘Must material partcpte” inthe development and operation ofthe projet throughout he compliance perio, ‘Mast om all gnara pater interest inthe development Mast not be fied with of colle by spot organization Mast not have been Fred forte principal pupae of competion inthe nonprofit pool, sad Mist not have any staff member, armember of the nonprofits bord of diectrs mater ptcipate inthe proposed project 58 forrofit ety, {All Applicants: To quality for points under the ranking sytem, the nonprois nvolvement need not necessarily satis al ofthe equremets for participation in the nonprofit tx eet poo 1. Nonprofit involvement (All Applicants) there sno nonprofit involvement in his development, peas indicate by checking here: and go onto pare 11 2. Mandatory Questionnaire Lier nonprofit volvement, you must complete the Non-Profit Questionaire (Questonnaizeatached (Mandatory TAB E) 3. Type ofinvelvement TE Nonprofit meets lgbiity requirement for points only, nt pool or [B) Nonprott meets elgbilty requiemens for nonprofit pool and points 4, ent of Nonprofit (All nonprofit applicants) “The nonprofit organization involved in this development the Applicant (iitferent from Owner) Dotter ‘Robert Pere Johnson Housing Development Corpraton ofthe National Capital Are, Ine ane ae Herb CooperLevy ‘BW. Nelson Ave, Suite B-1 ‘Cont Pea) Gre Aa) ‘Alexandria vA 22301 5) way Tapco 703-549-7170 703-519°7175 Pie) oa 5. Percentage of Nonprofit Ownership (All nonprofit applicants) ‘Specify te nonprofit eatiy’s percentage ownership oF the general prtership interes: 2009 100.0% Page 6Low-Income Housing Tax Credit Application For Reservation Il. DEVELOPMENT INFORMATION A. Structure and Units: 1, Total number of all units in development 34 ‘Total number of rental units in development TH bedrooms 54 ‘Number of low-income rental units 37 bedrooms 34 _— Percentage of rental units designated low-income T00.00% —_—_ 2. ‘the development structural leatures are (check all that apply): Row House/Townhouse [] Detached Single-tamily Garden Apartments C1 Detached Two-family Slab on Grade 0 Basement Crawl space Age of Structure: 54 Elevator Number of stories: a 3. Number of new units 0 bedrooms 0 ‘Number of adaptive reuse units TT bedrooms ——T ‘Number of rehab units =F bedrooms 3 4, Total Floor Area For The Entire Development 30,997.84 ism 5. Unheated oor Area (Breezeways, Balconies, Storage) 3,116.98 com 6. Nonresidential Commercial Floor Area 0.00 ss) (Not eligible for funding) 7. Total Usable Residential Heated Area 27,880.86 oa) 8. Number of Buildings (containing rental units) 2 9. Commercial Area Intended Use: None 10. Project consists primarily of a building(s) which is (are) (CHOOSE ONLY ONE) Low-Rise (1-5 stories with any structural elements made of wood) C1 Mid-Rise (5-7 stories with no structural elements made of wood) 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 rooms Exterior Finish: Brick Heating/AC System: Electric, Architectural Style: Modem style with Art Deco entries dividual units 2009 Page 7Low-Income Housing Tax Credit Application For Reservation © Amenit 1. Specify the average size per unit type: (Including pro rata share of heated common area) Assisted Lvg 0.00 SF Bdrm Eld 0.00 SF. 3-Bdrm Gar 0.00 SF L-Sty-EfREld 7 O.0USF — 2BdmEld —— 0.00 SF 4-BdrmGar 0.00 SF L-Sty IBR-Bld. 0.00 SF EALGar_ 437.60 SF 2-Bdrm TH 0.00 SF L-Sty2BR-Eld. 0.00 SF 1-Bdrm Gar ____T79.59. SF 3-BdrmTH 0.00 SF EfREId —=—1O0 SF 2-Bérm Gar. 985.07 SF_4-Bdem TH 0.00 SF 2, Total gross usable, heated square feet for the entire project less nonresidential commercial area: 27,880.86 Documentation attached (AB F) Mandatory emcee NOTE; 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 the applicant certifies that the proposed project budget, plans & specifications and work write-ups incorporate all necessary elements to fulfill these requirements. 3. Check the following items which apply to the proposed project: ‘Documentation attached (TAB F Architect Certification) Mandatory For any project, upon completion of construction/rehabilitation: (Optional Point items) __0% a(1) Perventage of 2-bedroom units that have 1.5 bathrooms __0% a2) Percentage of 3 or more bedroom units that have 2 bathrooms Cb. Acommunityimeeting room with a minimum of 749 square feet is provided 100% c. Percentage of ext or walls covered by brick (excluding triangular gable ends, doors and windows) 4. Allkitchen and laundry appliances meet the EPA's Energy Star qualified program requirements e. All windows meet the BPA's Energy Star qualified program requirements, 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 of more 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 (i) air conditioning units with a SEER rating of 14.0 or more and a variable speed air handling unit, combined with gas furnaces with an AFUE rating of 90% or more Water expense is sub-metered (the tenant will pay monthly or bi-monthly bill) h Each bathroom consists only of low-flow faucets (2.2 gpm max.) and showerheads (2.5gpm max.) i. Provide necessary infrastructure in all units for high speed cable, DSL or wireless internet sevice. (2 j. Allwater heaters meet the EPA's Energy Star qualified program requirements. 2009 Page 8lon For Reservs Low Income Housing Tax Credit Appl For all projects exclusively serving elderly and/or handicapped tenants, upon compl of construction/rehabilitation: (Optional Point items) (& _Allcooking ranges will have front controls (>. Allunits will have an emergency call system Gc. Allbathrooms will have an independent or supplemental heat source D4. Alfentrance doors have two eye viewers, one at 48” and the other at standard height For all rehabilitation and adaptive reuse projects, upon completion of construction oF or rehabilitation: (Optional Point items) Cl The structure is listed individually in the National Register of Historic Places or is located in a registered historic district and certified by the Secretary of the Interior as ‘being of historical significance tothe district, and the rehabilitation witl be completed in such a manner as to be eligible for historic rehabilitation tax credits Accessibility ‘Check one or none of the following point categones, as appropriate: (___Forany non-elderly property in which the greater of Sor 10% of the units () provide federal project-based rent subsidies or cquivelent assistance in order to ensure ooeupancy by extremely low-income persons (i) conform to HUD regulations inerpreting accessibility requirements of section 504 of the Rehabilitation Act and (i) are actively marketed to people with special needs in accordance witha plan submitted as pat ofthe Application, (If special needs include mobility impairments the units described above must include rohin showers and roll under sinks and font controls for ranges) [ —_Forany non-elderly property in which the greater of 5 or 10% of the units () have rents within HUD's Housing Choice ‘Voucher ("HCV") payment standard; (i) conform to HUD regulations interpreting accessibility requirements of section S04 of the Rehabilitation Act ané (i) are actively marketed to people with mobility impairments, including HCV holders, in accordance with a plan submitted as part the Application. For any non-elderly property in which atleast four percent (4%6) ofthe units conform to HUD regulations interpreting accessibility requirements of section $04 of the Rehabilitation Act and are actively marketed to people with mobility impairments in accordance witha plan submitted as part of the Application, rtheraft or LEED Development Certification pplicant agrees to obtain Earthcraft or LEED certification prior to issuance of IRS Form 8609. Architect Certifies in the Architect Certification that the development’ design will meet the criteria for such certification Yes- Bartheratt OD Yes- LEED If Yes to either, attach appropriate documentation at TAB F LEED Accredited Design Team Member ‘or more members of the design team is a LEED accredited professional. Yes [TJ No If Yes, attach appropriate documentation at TAB ¥ Universal Design - Units Meeting Universal Design Standards 4, The architect of record certifies that units willbe constructed to meet VHDA\s Universal Design standards, Yes TI No 11 Yes, attach appropriate documentation at TAB ¥ ’, Number of Rental Units constructed to meet VHDA's Universal Design standards: 2_ Units 6% VHDA Certified Property Management Agent (Owner agrees to use a VHDA Celified Property Management Agent to manage the property. Yes 0 No Yes CINo N/A. ‘The market-rate units amenities are substantially equivalent to those of the low-income units. Ifno, explain differences: 2009 Page 9Low-Income Housing Tax Credit Application For Reservation IV. TENANT INFORMATION A. Set-Aside Election: UNITS SELECTED BELOW IN BOTH COLUMNS DETERMINE, POINTS FOR THE BONUS POINT CATEGORY [Note: In order to qualify for any tax credis, a development must eel one of wo minimum Uireshold occupancy tests Either () atleast 20% ofthe units must be rent-restrcted and occupied by persons whose incomes are 50% of less ofthe area median Income adjusted for tamly| size (this is called the 20/50 test) oi) al least 40% ofthe units must be rentesticted and occupied by persons whose Incomes are 60% cf less of the area mecian Income adjusted for famiy size (this is called the 4060 tes), all as described in Secton 42 of the IRC._Rent-and Income-eeveted units are known as low-income unis. Hf you have mare low-income uns than required, you qual for more credits. If you serve lower incomes than required, you receive more points under the ranking system. Units Provided Per Household ‘Type: Tncome Levels Rent Levels Fat Units —% of Units For Units % of Units o 0.00% 40% Area Median 4 11.76% 40% Area Median [20 SEI 50% Area Median [Te TAIT WGN 50% Area Median [Te ALTE 60% Area Median [Te ATT 60% Area Median [0 U0" Non-LMI Units ‘Non-LMI Units [100% Total Total B. Special Housing Needs/Leasing Preference: 1. 1£100% ofthe low-income units will be occupied by either or both of the following special needs ‘groups as defined by the United Stats Fair Housing Act, so indicate: O Yes Elderly (age 55 or above) O Yes Physically or mentally disabled persons (must meet the requirements ofthe federal ‘Americans with Disabilities Act) 2. Specify the number of low-income units that will serve individuals and families with children by providing three or more bedrooms: 0 Number of units 0% —_of total low-income units 3. Ifthe development has existing tenants, VHDA policy requires thatthe impact of economic andor physical displacement on those tenants be minimized, in Which Owners agree to abide by the Authority's Relocation. Guid Relocation Plan Documentation attached (TAB G) 4, If leasing preference will be given to applicants on public housing waiting list and/or Section 8 waiting lst, so indicate @ Yes O no © Locality has no such waiting list; If yes, provide the following information: Organization which holds such waiting list: Alexandria Redevelopment and Housing Author Contact person (Name and Title) Edward Lay Phone Number 703-549-7115 ‘Required documentation attached (TAB H) 5. Ifleasing preference will be given to individuals and families with children. (Less than or equal to 20% of the units must have of I or less bedrooms). O Yes 2009 Page 10Low-Income Housing Tax Credit Application For Reservation LOCAL NEEDS AND SUPPOR’ |A. Provide the name and the address ofthe chief executive officer (City Manager, Town Manager, or County Administrator) of the politica jurisdiction in which the development wil be locate (Chief Executive Officer's Name James K. Hartman Chief Executive Officer's Title ‘Cily Manager Street Address 301 King Steet Phone 707-838-300 City Alexandria “Sa Virginia Zip “DBT ‘Name and tite of local official you have discussed this project with who could answer questions forthe -al CEO: Helen Mellvaine, Deputy Director, Office of Housing Letter from CEO attached (TAB 1) TI CEO letier tobe submited separately by Tone 1, 2009 VEDA notification letter to CEO submitted prior to 5:00 PM 3/5/09: (9% competitive credits only) EZ yes CI No If the property overlaps another jurisdiction pleas fil in the following: Chief Executive Officers Name Chief Executive Office's Title Street Address Phone city Sate Zip "Name and ttle of local offical you have discussed this project with who could answer questions forthe local CEO: Letter trot CEO attached (TART) [VCO Tater to Be sbted separately By Tune T, 200% VEDA notification letter to CEO submitted prior to 5:00 PM 3/5/09: (9% competitive credits only) [] Yes [] No B. Project Schedule ACTUAL OR NAME OF ACTIVITY ANTICIPATED PERSON DATE RESPONSIBLE, ae Option/Contuct May 2009 |. Cummins. Cooper-Le Site Acquisition INov. 2009 Li: Cummins Cooper-Ley Zoning Approval Ta Rand [Cummins Cooper Site Plan Approval i hand 1: Cummins/- Cooper-Levy Financing ‘AL Construction Loan ‘Loan Application sy 2009, J. Commins Conditional Commitment 12009 1: Cummins Firm Commitment Sepe 2000 1 Cummins BH Permanent Loan -Fiew Lien ‘Loan Application sy 2000, J. Commins ‘Conditional Commaneat 512009, Commins Firm Commitment Spe 2000 1, Cummins ‘© Permanent Loan-Second Lien Loan Application Conditional Commitment Firm Commitment D- Other Loans & Grants Type Sours, List ‘Application [hand IH. Coopers ‘Award'Commnitment Formation of Owner an 008 [7 Conant. Cooper TRS Approval of Nonprofi Satas sia0 INA Closing and Transfer of Property to Owner Sepe 2005, U1, Cummnina, CooperLeyy Plans and Specifications, Working Drawingy [August 2005 FEDG Architects Building Permit issued by Local Government Spe 2009, [Conracir ‘Start Construetion [Ost 2009 [Contactor Begin ease-up Feb. 2010 T Newion ‘Complete Construction ane 2010, [Contractor ‘Complete Lense-Up. Sepe 2010, [7 Newton ‘Credit Placed in Service Date ore bi Cummins. Cooper Levy 2009 Page 1Low-Income Housing Tax Credit Application For Reservation SITE CONTROL [Note: Site control by the Owner identified herein is @ mandatory precondition of review of this application, Documentary] levidence oft in the form of either a deed, option, purchase contract, or lease for aterm longer than the period of time the loroperty will be subject to accupancy restictons must be included herewith. (8% Competitive Credits - An option or |contract must extend beyond the application deadline by a minimum of four months.) Warning Site contro! by an ently other than the Owner, even if its a closely related party is not sufclent. Anticipated future transfers to the Owner are not sufficient. The Owner, as Identified in Subpart IIA, must havo site control at the| NOTE: If the Owner receives a reservation of credis, the property must be tied in the name of or leased by (pursuant to a| long-term lease) the Owner before te allocation of credits fs made this year |Contact us before you submit his 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 TAB K) C1 Deed - attached Gi Long-term Lease - attached (expiration date: ) Option - attached (expiration date: asso ) Purchase Contract - attached (expiration date: , ‘if more than one site forthe development and more than one form of site control, please go indicate and attach a separate sheet specifying each site, number of existing buildings on the site, if any, {ype of control ofeach site, and applicable expiration date of form of site control. A site control document is required for each site. B, Timing of Acquisition by Owner: Select one: 1 Owner already controts site by either deed or long-term lease or ‘Owner is to acquire property by deed (or lease for period no shorter than period property will be subject to occupancy restrictions) no later than Nov. 2009 __ (must be prior to November 7, 2008). if more than one site for the development and more than one expected date of acquisition by Owner, please so indicate} and attach separate sheet specifying each site, number of existing buildings on the ste, if any, and expected date of aequistion of each site by the Owner. ©. — Market Study Data: Obtain the following information ftom the Market Study conducted in connection with this tx credit application and enter helovs Project Wide Capture Rate = LIC Units Project Wide Capture Rate - Market Units Project Wide Capture Rate ~All Units Project Wide Absorption Period (Months) 2009 Page 12Low-Income Housing Tax Credit Application For Reservation Site Description 1. sac ares of site in eres 800 22, Has locality approved a inl site pan or plan of development? 1 ves CINo Required documenta 3 form attached (TAB L) 3, site properly zoned forthe proposed development? ves Ono [Required documentation form attached (TAB M) 4. _ Willthe proposal seek to quality fr points associated with proximity to publi ansportation? ‘Yes No EZ Required documentation form atached (FAB A) D. Photographs Include photographs ofthese and ay existing sivture(s) m TABO, For rehabilitation pres, provide itriorpietres which document the necessity ofthe proposed wor. E.Plans and Specifications ‘Minimum submission requirements for all properties (new onstruction, reba ton and adaptive reuse) 1A location map wit property clearly defined 2. Sketch pin ofthe site showing overall dimensions of main building), major site elements i (a, puking lots and location of existing lites, and wae, sewer, let, as inthe strets adjacent tothe site)- Contour lines and elevations are not required 3, Sketch plans of main buildings electing oveal dimensions of. {Typical oor plans) showing aparimen types and placement ‘Ground Noor plans) showing common areas, Sketch for plan() of pica dveling unit); ‘Typical wall section(s showing footing, foundation wall and lor struture. ‘Notes must indicate asic materials in stuctre, flor and exterior finish In addition: required documentation for rehabilitation properties A uni-by-anit work writeup fans and speifctionstni-by-anit work writeup ached (TABP) or (Clans and specificationsfunit-by-uit work writeup submited separately 2009) Page 13Low-Income Housing Tax Cr it Application For Reserva Yil_ OPERATING BUDGET A. Rental Assistance 1. Do or wil any low-income units receive rental assistance? es O No 2, Ifyes indicate type of rental assistance: Section 8 New Construction Substantial Rehabilitation 1 scetion 8 Moderate Rehabilitation OD Scetion 8 Certitiates OF Section 8 Project Based Assistance 1 RD 515 Rental Assistance Section & Vouchers 1D state Assistance other 3. Number of unis recsiving assistance: 8 [Number of years in rental assistance contract: varies Expiration date of contract: varies Contractor other agreement aitached (TAB Q) B. Utllites 1 Monthly Utility Allowance Calculations er hea ae a Alona yn Se (Gen ese 04 2) Et waa S| ate fetes lo (fore yr a 3] ci 4 [hie [eam oven prem al 34 = | ql i fw eJome (Jem | 4 | ‘| fre [Jone Siem "| a ‘| 7 ew [Jove rem 4 ni ci 4 Fra ome em q | ci ql “eal seas ropa aa a om = = 2, Source of Utlity Allowance Calculation (Attach Documentation TAB Q) O Hu Utility Company (Estimate) Local PHA, Utility Company (Actual Survey) Dotter: 2009 Page 14Low-Income Housing Tax Credit Application For Reservation Revenue Inthe eatin monly lacome forthe Low meee Units: ** oat aerah Taal ony Unit Type Tax Coe Unt Reva eae eny Unie 7 500 1 Bedroom Unie ‘ $4650 2 Bedroom Unis 0 sug9s0 3 Bedroom Unie ° ‘0 “4Bedoom Unite ° so “Taal Name Tx edt Oe = Ps Othe ncome Sauce (is aw, Storage ss10 ult Teta Monthy incon: 0 “Tove Month x2 uae Anna Gros Potential Lacome 7130 Les Vacaey Allowance (__t0%__) 32640 "Egels Annu fective Grots Income (GI Lew Tncome Une S09 ‘+ Regoniog at Row 7 enter the appropriate dat for both ex rei an fn th ll shaded celts 2 nce the enna nil income ore Markt Rate Unite 2009 ee Tay te iene = a : . Same : 5 cattanatynone 5 Sawa aH Peeegriain eon 5 Cee con nme SOT RSET a 3 2 Doane Spf ping Dl te Linum oan type _TOTALUNTIS : see eee | ear en ic E aa tain! oo ae i a ar = SS sees See [= =f: * ame sb se Page 152009 iene 40% eieney 40% ceny 40% feney 40% eny 40% ony 40% ey 40% ey 40% erty 50% etcioncy 60% Etloncy 50% tiene 60% fen 505 ficeney- 05 tien 05 tien 505 ficeny £05 fceny-£0% eny-£0% ieny 50% ley 50% Eeiany 60% sony 20% ney 60% cao} 60% cy 60% Ens -60% cing 60% ten -60% iene -60% fiseney-60% ‘fieney-e0% fen -e0% en -60% ceoy- Mart toy Mart Etancy- Mart Ec - Mata enc Mara ony ara iooy Maret Eteclooy art Encarta Erinn Marat Etfcieny Meret Etiency Market Etna! 2922 oo 300. 00. a 2 000 Tota Monty Et Maret Rent 3.000 Ic : ie s st0 ‘Ren Teetna eatean Uae Net Reale ‘umoectnts Suara et enti Rent ‘Monty Ret Page 15aR 0% 1 0R- 0% 1 9R 40% 48R- 40% 1 eR 40% 1 oR 40% 1 eR 40% 1 8R-50% 1 BR 50% 1 88-50% 1 BR- 0% 18-50% 1 aR 60% 1 oR 60% 4 aR-6o% 1 BR-o% + aR-60% + 8R- 60% + 8R-60% 1 BR-0% 1 8 - Mare 4 8R-Marat 1 BR Mars ‘VR - Maret BR Maret BR Maret 1B Moret ‘00 000 00. 200. ‘800 ‘0 a0 300. 00 “ola Monty Page 152009 otal 88 unt: . ‘oi 98 Ret 4080 Berean Us NetRentbie Monthy Rent Toa Henao Numbers Saute Fo ent Monn Rert 2eR-40% 0 = s : 2BR-10% ‘000 5 8 : 20R-40% 00 5 5 26-20% ‘000 5 5 : BRA ‘00 . 5 : 20R-O% ‘00 5 5 20R 40% ‘00 5 5 2BR 40% ‘00 . 8 : 2aR 40% ‘00 5 8 : 20R-10% ‘00 : ‘ 5 20R 0% ‘00 * 5 2OR- 0% ‘00 5 5 aR 40% ‘00 = 5 2aR- 40% ‘200 s s 5 2aR 0% 00 3 5 20R- so% wae Ee s 100 2oR-so% ‘00 = 5 20R-s0% 2) 5 i 20R- 20% 00 5 s 5 26-50% ‘a0 5 5 20R- 50% 000 5 s 2eR-c0% 000 5 s 26-60% 000. 5 s 2BR-20% 00 5 5 20-50% 200. 5 8 : 26R-50% 000. 5 8 : 26R-c0% 00, 5 $ : 26R-60% 00, = 5 2BR-50% 200. 5 5 2BR som 000. 5 3 : 26R-60% 7 ms [5 ties 2BR-6O% © 0 5 5 20R-cO% © 00 5 5 5 2BR con ° 200. = 5 : 2BR-60% 2 00, 5 8 : 2BR-6O% © 200, 5 5 : 20R-cO% e 200 = 5 BBR com © 200. 5 5 : 2aR-co% 2 000) = 5 : 26R-60% © ‘200 = 5 : 20R-6o% 2 ‘00 . 5 Pon com © ‘000 5 5 : 2oR-co% ° ‘00 5 5 : 2aR-6o% ° ‘200 5 5 5 20R 60% ° 00 = 5 ‘ex reat Uta: Ey s7aerss —Txcrmthene 620.060 20R- Manet ‘ane 5 : 26R- Mart ‘00 5 : 26R- Marat ‘200 . : 26R-Manet ‘200 5 : 20R- Manet ‘200 5 : 2oR- Maret ‘00 5 : 26R- Maret ‘00 5 : 26R-Martet ‘00 . : 2BR- Marat ‘00 s E 28R- Maret ‘00 s : 2BR- Martel ‘00 5 : 28R Meret ‘00 . : Page 15209 26R- Meret z oa z =]s : 26R-eret o ‘a0 5 =] s : 2BR- Martel o 0 5 =] s aca ts ° 00 Teta oty aniston _$ ‘ea 2. Unt: » oud neRRet $ _20980 Taeeon ne 2 ° NelReiable Movi Rent ‘oa ‘RenTuaeing —-NamberuntsSqusFeet Pectin Mectiv Ren 3eR-40% 0 s - 2 aR-O% ‘200 5 : BR 0% ‘00 5 : San 40% ‘00 5 : 38R- 40% ‘00 $ : 3aR 0% ‘00 5 3aR- 40% ‘00 5 3aR- 40% ‘00 s 7 aR aC ‘m0 5 3R 0% ‘00 5 3 8R-40%, ‘oo s 38R-40% 000 $ : 3 BR-40% ‘00 s 7 3 BR-40% ‘00 5 3 0R-40% 00 s 30R-50% 00 + 6 38R-60% 300 5 3 aR-s0% 000. + 3BR-60% co. 5 3BR-50% 000, s : 3 BR-50% 000. s 3 BR-S0% 000. 3 : 3 BR-sO 000, 5 : 3BR-60% 000, $ : 3BR-60% 000, s SBR-6O% 000. 3 : 3BR-SOm ‘000 3 : 3 BR-6O% ‘000 8 : 3BR-60% ‘000 8 : SBR- 60% (000 $ 7 38R-cox ‘0 = 8 : SBR -60% ‘000 3 8 : 3BR-co% 00 s + : SBR com ‘00 5 5 : 38R-60% ‘000 = 5 : 38R-60% ‘000 = 5 : SBR. 6% 00 . 5 38R- 60% ‘000 5 $ : 3aR-60% 000 s 5 : 38R-co% 200 = $ : 38R-6O% ‘000 = 5 7 38R-cO% ‘000 = 5 : 38R- 60% ‘000 = 8 : 38R-6o% ‘000 = 5 : 3BR-6O% 00 s 5 : Tot 308 Tear worn 9 Tex reat Ua: ° 000 Toxcreat Rant: : 38R- Manet 3 oo a s : 3 0R-Manet ° ‘00 5 5 7 BR. Meret 3 ‘a00 5 =} s : Page 1598 Maret = a s : 38R- Maret o 00 5 : SBR Maat a ‘00 5 : SR Marat ° ‘200 5 : 23aR- Marat ° ‘200 5 : 3BR- Maret © ‘00 5 7 30R- Maret e ‘00 5 5 ‘3B Marie ° ‘800 5 : S0R- Ware © ‘00 $ : 3 8R- Maree, © 00 5 : BR wart ° ‘00 s : ser maratent : ‘ot BRU: « Teta SORA 8 "PBesoon Dans NetRentaie—-Movhy Rent Toa Renaasteg — Nimberte sume Feet Paclnt re Rect 40R-40% oa s 4 0R-40% aco 8 40R-40% 000) s : BRAK 000 5 ‘i BR 40% 00. 5 pry 200. s 4 BR-40% 000. 8 BRAK 000, $ : 1B 40%. ‘00 5 BR 40% ‘000 3 : BR 0% ‘00 5 : 98-40%, ‘000 s : 4 0R 40% ‘200 5 4BR- 40% 000 5 : BR 40% 00 5 : 49-60% a0 . : 40-60% ‘000 5 : 49R- 50% ‘000 5 : 49R- 50% ‘000 5 : 49R-s0% ‘000 5 AR 00% ‘000 5 : 49R 50% ‘00 5 5 488-605 ‘00 5 : ABR eo ‘000 5 : 4 oR 0%, ‘00 5 488-605, ‘300 s : 49R-s0% ‘00 . : 4 aR 50% ‘200 5 40R- 20%, 00 5 7 49R-60% 00 . 4 BR 60%, ‘00 s : 49R-60% 00 5 48R- 60% ‘00 + ABR co, ‘00 5 : 48R-c0%, ‘00 5 48R-e0%, ‘00 5 : 48k 60% ‘00 s : 48R- 60% ‘000 5 48R-c0% ‘200 § 40R-00% ‘00 5 48R- 60% ‘00 5 4 88-60% 00 5 Page isCC) (Ge | ee || O Teta Tetltoniy 68 ‘ex crest ust ° ono Taxcree Rent 7 ‘BR Moret 000 BR Maret 300 {BR Marat ‘300. 48 Macet 000, 48R-Macet 000. 49R kat 000, BR Marae ‘00 40R- Manat ‘000 48R- Market 200 [fice pce Fseton ono) 2009 Page 15Low-Income Housing Tax Credit Application For Reservation D. __Operating Expenses “Adri Mkeing ‘Oe Stes ‘OfceiModel Aparnent (ype _) 50% of BOL Sis4Qni76s__ Peet Sa Ua) ope Leal 10, Bosktyin/Accouning ees 1 Teen Asset Server 12 Tanta Montag oe 15, Macslacou Admatate ‘otal Administetve 14. Fel 15. Beetiiy 18 Sener iy 19 danoCesing Pao 20. Snorlesing Sapir 22 Baemibatg 28 Trae Renord 24 Sect PayaConaet 25. Groans Pl 26. Grou Sopies 28 MaitenacoRepas Pa 29 Reparsoerat 50, Roa Cott 31, lotr MactenaceConat 532. Henig Coning Reps & Mitenace Seow Removed 35. DecorngPayroCntae, 36, Desai Sepies, 2, Macelunous ‘Opertng& Malatenance Toa 8 Rea Ete Toes 59, Payal Tee {0 Miselinene Tae onsen {1 opany 8 Ly tse ‘2. ty Boe 1H. Heiman payee Bente 45. Oder aneuee "ual Operating pense DI, Total Oper er it {$5050 2, Total Ope Be As 41 (om 8) Replcement Reserves (Tal # Uns $50 or 250 New Const Edt Min) Tot Expenses Spe 48959 10200 2009 Page 16Low-Income Housing Tax Credit Appli E, Cash Flow (First Year) ‘Annual EGI Low-Income Units from (C1) 335059 Annual EGI Market Units (from C2) + 0 ‘Total Effective Gross Income 3550759 ‘Total Expenses (from D) Net Operating Income - Total Annual Debt Service (from Page 21 B2) - Cash Flow Available for Distribution = F. Projections for Financial Feasibility - 15 Year Projections of Cash Flow Stabilized Year 1 Year? Year 3 Year 4 Year Eff. Gross Income 350,759] 361,282| 372,120] ___—383,284| 394,782] Less Oper. Expenses 181,910] __189,186| __196,754|_204,624| 212,809] Net Income 168,849|__172,095|__175,366|___178,660| __181,973 Less Debt Service 146,911] 146,911 146911[ 146,911] 146,911 Cash Flow. 21,938 25,185| 28.456| 31,749) 35,063] ‘Debt Coverage Ratio 115 117 1.19 122 1.24 ‘Year 6 ‘Year 7 ‘Year 8 Year9 [Year 10 Eff. Gross Income 406,626] 418,824| 431,389] _——444,331| 457,661 Less Oper. Expenses 221321] 230,174] 239,381] 248,956] ___-258,915| Net Income 185,304] __188,650|__192,008|__195,374|__198,746| Less Debt Service 146911] 146911] t4691i[ _146,911| 146,911 Cash Flow 38,394] 41,740] 45,097] 48,464 51,835 Debt Coverage Ratio 1.26 128 131 133 135 Yearil_| Yeari2 | Yearl3 | Yearl4 | Yeari5 Eff. Gross Income 471,390 __-485,532| 500,098] 515,101] _ 530,554] Less Oper. Expenses 269,271| 280,042] 291,244] 302,894] 315,009] Net Income 202,119| 205,490] 208,854] ——212,208| 215,545] Less Debt Service 146911| 146911] 146,911[ 146,911 146,911 Cash Flow 55,209 58,580] 61,944] 65,297 68,634 Debt Coverage Ratio 138 1.40 142 1.44 147 Estimated Annual Percentage Increase in Revenue 10% (Must be < 3%) Estimated Annual Percentage Increase in Expenses 4.00% (Must be > 4%) 2009 Page 17vl A ow-Income Housing Credit Application For Reservation PROJECT BUDGET Cost/Basis/Maximum Allowable Credit Complete cost column and basis columns) as appropriate through A12. Check ifthe following documentation is attached at TAB S: Executed Construction Contract 5) Executed Trade Payment Breakdown CD Appraisal Other Cost Documentation 1 Environmental Studies INOTE: Attorney must opine, among other things, as to correciness of the inclusion of each cost item in eligible] basis, type of credit and numerical calculations of this Part VIL “Rinouat of Cost upto T0O% Tncadable Ta Eligible Buss-Use Applicable Columns) "F096 Prosent Value Credit" ©) tem (A) Cost Aeon (©)Rehabl "10 % Present New Constueton Valve Credit" 1, Contractor Cost A. Off-Site Improvements o © BL Site Work 0 0 Other © 0 D. Unit swastaes (New) 0 0 E. Unit Structures (Rehab) 0 0 F.Accessory Building (6) 0 0 G. Asbestos Removal 0 0 H Demolition 0 0 1. Commercial Space Costs 0 ° J. Structured Parking Garage 0 ° K. — Subsotal A: Sum 14.1) 0 0 Te General Requirements ° 0 M, Builder's Overhead 8955 0 a (40% _ Contract) N. Builders Prost 103,436 0 o 103,436 (6.0% Contaet) 0. “Bonding Fee 19,600 0 o 19,600 P. Other: Builder's Risk Inur, 24,500 0 0 24,500 Q — Contrasior Cost $2,009,390 0. 0 $2,009,390 ‘Owner Costs ‘A. Building Permit 32,000 © © 32,000, 1B. _AtchJEngin, Design Fee $0,000, 0 0 30,000 (2383 JUnit) ‘Arch. Supervision Fee 1,196 (Unit) o o o o Soll Borings o o o © 2009 Page 18\come Housing Tax Credit Application For Reservation “Kanount oF Cost upto 100% Includable Eligible Basis~Use Applicable Columns) 730% Present Valve Credit ) tem (A) Cost By Acquison (©) Reta 10 % Present New Consruation Value Credit" Owner Costs Continued F. Construction Loan 70,000 o o Origination Fee G. Construction Interest 187,500 o o (13% for _12 months) HL, Taves During Consiction 35,000 o o 35,000, 1. Insurance During Construction 7,000 0 0 7,000 J. Cost Cetiticaton Fee 75,000 0 o 75,000 K. Tile and Recording 92,000 500 0 0 L. Legal Fees for Closing 30, 5,000 0 7500 M. Permanent Loan Fee 0 o 0 (05%) \N. Otter Permanent Loan Fees 0 o 0 ©. Credit Enhancement a 0 0 P. Mortgage Banker 0 0 0 Q. Environmental Study aa00 0 0 R. StructuraMechanical Smdy 3.280 0 0 S. Appraisal Fee 7,000 7,000 0 T, Market Study 3,500 0 0 U, Operating Reserve 775,000, 0 0 V. Tax Credit Pee 33,392 0 0 W. OTHER $355,641 35000 3 (SEE PAGE 194) X, Owner Cost Subtotal (Sum 2A..2) $1,205,762 $79,500 so $805,780 Subtotal 142 $321 $79,500 30 $2,815,170 (Owner + Contactor Costs) 3. Developer's Fees 840,000 140,000 700,000 4, Owner's Acquisition Costs Land 0 Existing Improvements 350,000, 4,350,000 Subtotal 4 $4,350,000 $4,350,000 5. Total Development Costs Subtotal 1424344; $8,405,159, $4,569,500 so $3,515,170 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: 30 ‘Land ‘Attach documentation at Tab K) 30 Building 2009 Page 19Low-Income Housing Tax Credit Application For Reservation “Arnount of Contup to 100% Incladable Eligible Basis~Use Applicable Columns): "HOWE Preset Valu Credit’ ‘) Item (A) Cost Dy Aswision (ORehabT "10 % Present New Constucon Value Credit" W, OTHER OWNER COSTS Contingency Reserve 200,000 ° ° 200,000 (Rehab or Adaptive Reuse only) LIST ADDITIONAL ITEMS Relocation 75,000, ° ° 75,000, Sure; 6,000 5m 0 0 TBP Assessment Sad 74,900 0 0 Tap00 Transporation coordinalesady 300 0 0 300 Tatheraft fee 73,600 0 0 7,600 ‘Taiversal design consultant 2,500 0 o 2,500 \VIIDA Additional Allocation Costs Bat 0 0 o 0 0 o 0 0 0 0 @ o 0 0 0 o 0 0 o 0 0 0 0 0 0 0 0 0 0 o 0 0 0 o 0 0 0 0 0 Sublotal (Other Owner Costs) $6,000 so $306,300 2009 Page 194,Low-Income Housing Tax Credit Application For Reservation “Amount of Cost up to TOO" Tnclndable Tr Eligible Basis--Use Applicable Column(s): resent Value Credit’ (CyRehab——() New "70 % Present Item cay Cost @)Acmisition Construction Valve Credit” Total Development Costs Subtotal 124344 8,405,153 4,569,500 0 3,515,170 6. Reductions in Eligible Basis Subtract the following: A. Amount of federal gran(s) used to finance o ° 0 ‘qualifying development costs B, Amount of nonqualified, nonrecourse financing . Costs of nonqualifying units oF higher quality o 0 0 (or excess portion thereof) D. Historic Tax Credit (residential portion) ° o 0 17. Total Bligible Basis (5 minus 6 above) 4,569,500 0 3,515,170 8, Adjustment(s) to Eligible Basis (For non-acquistion costs in eligible basis) () For Earteraft or LEED Certification AND 60 Bonus Points o 0 (i) For QCT or DDA (Eliaible Basis x 30%) 0 o o 3,515,170 9, Applicable Fraction 100.0000% 100,0000% 100.0000% 10, Total Qualified Basis (Same as Part IX-C) 4,569,500 0 3,515,170 (ligible Basis x Applicable Fraction) _coa—X—J— FON 11, Applicable Percentage 3.28% 0.00% 00% (or 2009 9% compte ei, eth ay 2009 pale psn fra) (Foc 0 samp & tt xeng andy eee ee nly oid a) 12, Maximum Allowable Credit under IRC §42 $149,880 30 $316,365 (Qualified Basis x Applicable Percentage) (Gamo as Part IX-C and equal to or more than SEIS credit amount requested) bine ER TORR Wale 2009 Page 20Low-Income Housing Tax Credit Application For Reservation B, Sources of Funds 1, Construction Financing: List individually the sources of construction financing, including any such Joans financed through grant sources: Dueot | —Datear Treat oF Souce ofFumis | Application | Commitment Funds Name of Contact Pesan peer 3500.09 be x b. si D Commitments or leter(s) of intent attached (TAB 1) 2, Permanent Financing: List individually the sourees of all permanent financing in order of lien position: Tastes Avevioaion] Tes puwot | Daeof Amount of ‘Annual Dob Rateot | "Pea of Seuce ofFunis_| Application | Commitment, Funds Service Cort, om _|_ivysars | Loan yeu) fi VHA SPARCIREACH 550,00) sun] sos a4 d b.ViIDA SPARCREACH $2,000,000) suger] 3.750 as | [s_ Alexandria HOF 31,685 009 so] c.00%| 1000000) fi ls. so sof aor] 000 4 5 so ar | le. so sof coor 000 q Totals: $4,335,009 3146911 Cy Commitments or leter) of intent stiached (TAB) 3 provided for the development: Dawot ] Dateoh “aroun of Source ofFunds | Application | Commitment Funds Name of Cont Person fh ‘a b. xo b. x 5 so is so le tea Na [wa 3 ‘Total Permanent Grants: ED Cj Commitments or Letter(s) of intent attached (TAB T) 2009 Page 21Low-Income Housing Tax Credit Application For Reservation 4, Portion of Syndication Proceeds Attributable to Historic Tax Credit Amount of Federal histori credits $80_x Equity % $0.00 $0 ‘Amount of Virginia historic credits 0_x Equity % 30.00) 30 6. Equity that Sponsor will Fu ‘Cash Investment $0 Contributed Land/Building TCO Ass ante (T48 8) Deferred Developer Fee sre Other: Interim Income memes 000s OB auity Total $620,286 7. Tolal of All Sources (B2 + B3 + B4 + BS + B6) (oot including syndication proceeds except for historic tax credits) 8, Total Development Cost $8,405,153, (From VITEAS) = 9. Less Total Sources of Funds (From B7 above) $4,955,286 10. Equals equity gap to be funded with low-income tax credit proceeds (must equal IX-D3) $3,449,866 C. Syndication Information (If Applicable) 1. Actual or Anticipated Name of Syndicator Boston Capital Contact Person Corinne Sheridan Phone 617-624-8900 3, Street Address “One Boston Place City, Boston State MA Zip_O2108 4, Total tobe paid by anticipated users of eredit (e.g limited partners) $3,449,868, ’, Equity Dollars Per Creit (eg, $0.85 per dollar of eredit) 0% «, Percent of ownership entity (€., 99% or 99.9%) 9.99% d. Net eredit amount anticipated by user of credits 6 «, Syndication costs not included in VII-AS (e.g, advisory fees) TE 5, Netamount which willbe used to pay for Total Development Cost (4a-4e) as listed in Part VIU-AS (sume amount as Par IX-D3) $3,449,868, 6. Amount of annval credit required for above amounts (Game amount as Part IX-D6) $466,245 7. Net Bquity Factor [C5 / (C6 X 10)] (ame amount as Part IX-D4) Must be equal fo or greater than 85% BI ‘Syndication; CO Public or © Private Corporate Investors: ydicaton commitment or letter of intent attached (TAB U) 2009 Page 22,Low-Income Housing Tax Credit Application For Reservation D, Recap of Federal, State, and Local Funds/Any Credit Enhancements 1. Are any portions of the sources of funds described above for the development financed directly or indirectly Dives C1No State, of Local Government Funds’ es, then check the type and list the amount of money involved. Below-Market Loans Tax Exempt Bonds $0 Taxable Bonds so Brosis SO Section 220 30 Section 2210699) SO” Section 2211843) 30 Section 312 SO Seation 2216648) $0 Section 236 So Section 236 30 VIDA SPARCIREACH Seaton 2349) 30 Onion Funes 30 1) Otter 30 CO otter: ‘$0 CO Other: $0 Grants Grants Ocpsc $0 DO State $0 Dunas 30 toca $0 Doter tear so ‘This means grants fo the partnership. Ifyou received loan financed by a locality which received one ofthe listed grants, please ist i inthe appropriate loan column as “other” and describe the applicable grant program which funded it. 2, Subsidized funding: list all sources of funding for points. Documentation Attached (TAB T) Source of Forde Conaninent ‘City of Alexandra Housing Opportunies Fund r b. B 3, Does any of your financing have any credit enhancement? O Yes tyes, list which financing and describe the eredit enhancement: 4. Other Subsidies ‘Documentation Attached (TAB Q) Section 8 Rent Supplement or Rental Assistance Payment 1 Tax Abatement Other HOPWA projectbased housing subsidy forfour units 5. Is HUD approval for transfer of physical asset required? O Yes E. For Transactions Using Tax-Exempt Bonds Seeking 4% Credits: For purposes of the 50% Test, and based only on the data entered to this application, the portion ofthe aggregate basis of buildings and land financed with tax-exempt funds is 2009 Page 23Low-Income Housing Tax Credit Application For Reservation IX ADDITIONAL INFORMATION Extended Use Restriction INOTE: Each recipient of an allocation of credits will be required to record an extended use agreement as| required 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 early termination (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 owners right to any early termination of the extended use provision is waived for 25 additional years after the 15- ‘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 owners right to any early termination ofthe extended use provision is waived for 35 additional years after the 15- year compliance period for a total of $0 years. Do not select if X.B is checked below. B, Nonprofit/Local Housing Authority Purchase Option/Right of First Refusal 2 ‘After the mandatory 15-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 for a price not to exceed the outstanding debt and exit taxes. Such debt must be limited fo the original mortgage(s) unless any refinancing is approved by the nonprofit. Do not select if extended compliance is selected in [X.A above. [Option or Right of First Refusal in Recordable Form Attached (TAB V) Enter name of qualified nonprofit: | Robert Pierre Johnson Housing Development Corporation of the National C [OA qualified nonprofit or local housing authority submits a homeownership plan committing to sell the units in the development after the mandatory 15-year compliance period to tenants whose incomes 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. CO. Homeownership Plan Attached (TAB J) C, Building-by-Building Information (Complete page 25 as appropriate) 2009 Page 24‘Low-Income Housing Tax Credit Application For Reservation © a am dn bingy gs Comfrey Se ey ct Stones na = Sm YER] ene | cam | SBE Le CL = SS se’_| ent |ace| se | oe oe hehe a | (Steams Sour a : Fra s) Ss ta] cute ng A =) al ca 2 Page 2sLow-Income Housing Tax Credit Application For Reservation D. Determination of Reservation Amount Needed [The following calculation of the amount of credits needed Is substantially the same as the calculation which will be made by] IVHDA to determine, as required by the IRC, the amount of credits which may be allocated for the development. However, |VHDA at al times retains the right to substitute such information and assumptions as are determined by VHA to be reasonable| lor the information and assumptions provided herein as to costs (including development fees, profs, etc), sources for funding lexpected equity, etc. Accordingly, if the development is selected by VHDA for a reservation of credits, the amount of such] reservation may differ signiticantly from the amount you compute below. 1. Total Development Cost (frm VIIIAAS, Column A page 20) $8,405,153 2. Les Total Source of Funds (om VIB? page 22) $4.955,286 3. Equals Equity Gap $3,449,866 4. Divided by Not Equity Factor (VII-CT page 22) 13.99% (Percent of 10-year eet expected to be led a aut ivestmen’) 5, Equals Ten-Year Credit Amount Nooded to Fund Gap $4,962,488 vided by ten years 0 6, goals Annual Tax Credit Required to Fund the Equity Gap $166,248 17. The Maximum Allowable Credit Amount $466,245 (om VII-A12-combined figure) (his amount must be equal to or more than 6 above) 8 Reservation Amount (Lesser of 6 oF 7 above) —| Credit per Unit 13,13 Credit per Bedroom Be $316365 SHOR. E, Attorney's 0 fica Seak Eunaion ‘Attached in Mandatory TAB W) If you intr the eror message that your reservation amount snot eau fo the equity gap mount you may use the goa sek function within the Fxcel fveadsbet to eliminate the eor message. To use the “Goal Seek” function fir place the curser box on cell V28."Using the mouse arrow, point and cick 0 rool” onthe topline and then click on the “Coal Seck” option. box wil hopear withthe V28 cll shown inthe tp space, plac the cursor inthe mil fox and type i the now amount tat you want the equity gap tobe which shoul fe tne reservation amount below, then place the eursr inthe bottom space and fic bottom of the page click on page 22. Then place the cursor on cll NI |Detered Developer Fee) and click on "OK". A message shoud then appear tha fe soliton has bez found an ithe amount i correct click “OK”. Iethe amount fre now equal he erormesrage wil disappet. 2009 Page 26Low-Income Housing Tax Credit Application For Reservati FR Statement of Owner The undersigned hereby acknowledges the following: 1 that, to the best of its knowledge and belief, all factual information provided herein or in connection herewith is true and correct, and all estimates are reasonable. that it wil at all times indemnify and hold harmless VHDDA and its assigns against al losses, costs, damages, VHDA's expenses, and liabilities of any nature directly or indirectly resulting from, arising out of, or relating to VHDA'Ss acceptance, consideration, approval, or disapproval ofthis reservation request and the issuance or nonissuance ofan 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 VEDA to applicants for tax credits, including all sections herein relative to basis, credit calculations, and determination of the amount ofthe credit necessary to make the development financially feasible, is provided only forthe convenience of VHDA in reviewing reservation, request; that completion hereof in no way guarantees eligibility forthe credits or ensures thatthe amount of eredits applied for has been computed in accordance with IRC requirements; and that any notations herein deseribing IRC requirements are offered only as general guides and not as legal authority, thatthe undersigned is responsible for ensuring thatthe proposed development will be comprised of {qualified low-income buildings and that it wll in all respects satisfy 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 of costs in eligible basis and as to all ofthe figures and calculations relative to the determination of qualified basis forthe development as a whole and/or each building therein individually as well a 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 VEDA 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 2009 Page 27Low-Income Housing Tax Credit Application For Reservation 10, ML. 12, 13. 2009 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. 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 of a nonrefundable application fee of $500 and a nonrefundable reservation fee equal to 7% of the annual credit amount reserved. 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 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. 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 Government Data 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 are not allocated to the applicant. In Witness Whereof, the undersigned, being authorized, has caused this document to be executed in its name onthis /S4dayof May 2009. Arbelo Limited Partnership (Title) Page 282009 LINTC SELF SCORE SHEET: [iAP "oe ofthe data used In tho soaring process hie werksheet i inlended to provide you with an estimate of your appcaton score bated on the section crea described nthe stomatony entered below as you fan the appeaon. Other Rems| fencied below nthe green shaded cae, aro toms fat ave ypcalyevausted by VHOA's stat during tho apeaon review a fast analyse. For purposes of sarin, # wi be necessary for you o make cetan decisions and estumptons about You ppleston and ener te appropiate responses in he grea shaded call of ls sco sheet. Al but wo requ yeslno responses] nach case enter ceNaeappropate. lem 20 petaing tote Loc! CEO Later wl equre one oe folowing responses. holler indicates unconditional euppert Nhe ltr ndcatesoppoaion to he plet, NC — no corment rom he locally ny ster response wnion nether uneandtanal supper no oppoetn, lem S81 requires rumele value fo be enered. Peas imamber thatthe sco is nly an estimate based on the elecion cita using the reservation application data end th feponses youve entered on ta sore sheet, VHDA reserves the igi o change appleaton cata andlor scare sheet respons finer appropriate ich may enenge te nal er. MANDATORY ITEMS: ‘2, Signed. compiled sppcation Yorn ©, Duplst coy of eppeaion Yorn Paresh agreement Yorn 4. SC Cerifesten| Yorn © Previous parlpton form Yorn {Ste convo docunent Yorn ‘9. Achilets Gerifeaton Yorn A. itor’ pinion Yorn 1 Nenorftquesenna GNP) YN NA 1 READINESS: ‘3 Pian of doveopment y oora0 i. Zoning approval y Borao Tots 2, HOUSING NEEDS CHARACTERISTICS: '2 VHDA notation later to CEO 0r-80 Local CEO ater enon or250r80 © Localon ine raviazation area Y dera0 6 Locaton in Quaid Cenaus Tract N dors 1 See 8 or PHA waling ist preference y Berto £ Subeiszes funding comments 20.08% — Upto4o {Ealing RO, HUD Section & of 236 program nN derd0 Tax abatement or now project based rena subsidy (HUD or RO) a oo census tact with <10% poverty rte ro tax eat Ws " oor25 | evelopment iste onthe Rural Development Rehab Pity Uist N Dots Tota 2, DEVELOPMENT CHARACTERISTICS: ‘2 Unt azo (Genser abe Upto 100 Amon {Sencaasstens ba) Upio6o ©. Project subsiciew HUD 608 accesso fr Sor 10% of unis N ergo ‘rd, HCV payment sandarsHUD 606 access fo 8 o 108 of units N Berao (8, HUD S04 acreesity for 4% of unite y Doris Proxim to pub wangpotaton Yio 0, 100020, 6, Development willbe Eartha or LEED cortiiod ¥ Sees0 fh VHDA Conti Property Management Agert y oor25 1 Unis constructed meat VHDAs Uiveraal Design standards ou Upto 18 J Developments wh oss than 100 uns Upto 20 “ata 4. TENANT POPULATION CHARACTERISTICS: f= 20% of urits avg 1 fxs bedrooms N oorts Pernt of unt wih 9 or more becroome 000% = Uptors Tota 65. SPONSOR CHARACTERISTICS: ' Developer experiance -9 developments vith 3 x nits 6 developments with 1x unt oso ¢ 0. Developer expensnaa 1 dovaiopnont with 1x its deet0 © Developer exboronce -uncarered major vilation| Oor-50 4 Developer experones -noncomplanes Oor-15 1, Developer experience - i ot Bull 0s rpresenod dora £2, Developer experience - termination of res by VHDA Oor-t0 “ Managemert company rated unsatistactory Oor-25 9. LEED arcroatod decgn lam member Y bert0 “ola 6. EFFICIENT USE OF RESOURCES: 2 Cre per unt IFA orm appee inte sore sun of hepa Upto 180 Cost perunt tategre check pling of Clee Ofer 09 91. mach Upto 7s 2009 Tota ety with te Jeedition nome te inne Apeaton Manan 20.09 4.00 00 00 7500 7000 : =z007. BONUS POINTS: 2 Uris with rent to below 40% of AM $99,000 $5600 sh Upteto 30.00 ©, Une with rent and income alo below 5% of AMI Soh Uplos0 2aat ore. Un wt ents at or below 60% rented to onan below 6% of AML sok Upto 5 ‘000 (oF Unt n Low icome urettone wth rts <= 50% rented to fenants wth <= 69% of AM 50% © Upios0 O00 ® Enonded compliance 0 Years s0er50 O00 or Nonprofit LHA purchase option y oreo 30.00 oF 9, Nonproft or LHA Home Ownership option N bas 300 "Tota Beat 500 Point Thveshols 9% Credis TOTAL SCORE: 50887 475 Pot Threshld- Tax Exempt Bond Cres Unit Size Caleuatons: gh Sy FL/2080 4 3} a ‘| lows9F 50m 4 4| | | Peg Ft BDRM 4 4| 4 4| ip sart eons a cs ei 4} Lows J008 ‘e ‘09 en Prot FBO ‘ee reo te Peomtgeaint ans ee aan con on sar repre 7 a 7 7 lesen et 4| q q ° Pre S9FL 0 4| ° 4 ° Prcartagecttte 00%] con acon| cc an sar veon 7 4 3 Inthe units clean please Lows r 00 q 4 4 ‘ck ine vas etredon ape 8 C1 Pj F EO q 9 4 ‘hase mat ewe umber mane Peers fui con) ces) vos) ‘tenon, lo eck page 7, or, ‘torre ny. Connors do a ae sues oo teem E ey yee 4 facta Amy ie senna te tetas ee Saceeceeas eee oe Ce ay 38 Pagteetete pS tet ma % IRS oe er amt 8 ta & tty ste ee oe Soccer Fd 2 leet tee s saa 8 ra a Aa crate ee = 209sors (ERE) cemune= [ETE Joo re Slonmcnn Metre ease rates iat = aa pear ere 3 : eh herein 3 3 : : aS ee 7 rarcrcerensan | wien | save | mm | : TOTALEREDT PERNT FONTS ape ae rar on Rent in c me Tan TS Ree —— rae ‘eta i a + $ & #vor (ESB names | HET comnts | ‘Weer Constmucnon Nest, AnPeanenAasor 3 NAB nh acy ohh ueaegen rer 2a ener | : : : : sence |S : : : : powsenemnane | 3 : : : : wcenceaecan | fore ; ; posers |g : : : : : ; Tora contre one era ex wrens ste art pe soe ere ist aT) eorer : fay : : "tone Pome —, —— Se ane mere ; : HEE i ; Or aR Tae eT aR Ta Tpteme, —abe rh ly ——#- i i iTABA (Documentation of Development Location)TAB A.1 (Qualified Census Tract Certification) NOT APPLICABLETAB A.2 (Revitalization Area Certification)OFFICE OF THE CITY MANAGER 301 King ret, Site 3500 Alexandeia, Viginia 22314-3211 JAMES K, HARTMANN (703) 838-4300 City Manager Fax (703) 838-6343 May 11, 2009 Mr. Jim Chandler Virginia Housing Development Authority 601 South Belvidere Street Richmond, Virginia 23220 VHDA Tracking Number: 2009--009 — Development Nam Arbelo Apartments - Name of Owner/Applicant: Arbelo Limited Partnership = ‘Dear Mr, Chandler: I certify that the above-referenced development is located in a Revitalization Area in my jurisdiction, 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 following conditions- dilapidation, obsolescence, overcrowding, inadequate ventilation, light or sanitation, excessive land coverage, deleterious land use, or faulty otherwise inadequate design, quality or condition, or (2) the industrial, commercial or other economic development of such area will benefit the city or county but such area lacks the housing needed to induce manufacturing, industrial, commercial, governmental, educational, entertainment, 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 that will meet the needs of low and moderate income persons and families in such area and will induce other persons and families to live within such area and thereby create a desirable economic mix of residents in such area. L understand that this Certification will be used by the Virginia Housing Development Authority to determine whether the development qualifies for points available under VHIDA’s Qualified Allocation Plan. Yours truly, Ae ‘ames K, Hartmann City Manager02-26-2007 10:07 Fron-OFFICE OF HOUSING = AIMIN/LLT 3708-3904 Tata p.ooa/o0r F276 POTOMAC FAST NEIGHRORROOD03-20-2007 10:07 Fron-OFFICE OF HOUSING ~ ABMIN/LLT 109-706-2904 Ta P.onM/oor Fa WURREAS there ave {o AlexandeLa certain potghborhogde 18 wnsstt weeper Master's Degree in City and Regional Planning, Catholic University.Marc A. Cooper mare.cooper@att.net 408 South Payne Street, Alexandria VA 22314 tel: 703 819-8039 703 836-6009 Community and Team leader and innovator with extensive international experience uence, communication, negotiation, management and facilitation skills PROFESSIONAL EXPERIENCE McLean, VA and New York, NY Capital One Bank Senior Director, Communications March 2008 ~ present ‘September 2007 — March 2008 Director, Communications Responsible for the creation of communications team, channels and systems infrastructure and culture in newly formed banking division of Capital One (1,000 branches in 9 states). Team lead for large-scale change and communications initiatives including mergers and acquisitions, divestitures, rebrandings, system changes, leadership transitions and new product launches. Sample activities include: «Bank Communications Change Management and transformation lead, driving key workstreams in Chevy Chase Bank integration, long-term strategy implementation and national bank programs; «Lead communications content strategy and development for the Bank President and several key members of the leadership team, including Chief Counsel, Chief of Staff, Strategy and Human Resources leaders; * Drive bank communications strategy for safety and soundness communications to customers on financial positioning of Capital One Bank given economic factors; «Lead communications and leadership strategy for State and Market Presidents Network, ensuring deep local market presence is balanced with national corporation; and ‘© Designed bank communications team coverage model, secured budget and recruited and put into place a top-tier communications team. Capital One Services, Inc. McLean, VA Director, Change Communications March 2006 ~ September 2007 ‘Senior Manager, Change & Executive Communications December 2002 ~ March 2006 Led a team of enterprise-wide consultants working on internal communications for major corporate change initiatives. Worked directly with executive management in designing, planning and executing large-scale change management programs, including acquisitions, divestitures, cultural assessments and changes, new product launches, leadership changes, associate programs and others. Sample projects include: * Responsible for communications in integration of North Fork Bancorp ($13 n+ bank acquisition, 9,000+ employees), managing multi-pronged integration in Capital One's most significant acquisition, Project included creating communications function, building channels and infrastructure across 350+ locations, and cultural assessment and integration across entire enterprise; * As communications lead for Bank Integration team, successfully integrated Hibernia National Bank ($6 billion bank acquisition, 6,000+ employees) from deal announcement, through hurricane Katrina / Rita impacts, deal close and brand conversion; * Team lead on multiple site closures and divestitures, including outsourcing of all production functions (role included supplier negotiations and all messaging); * Senior leadership changes: led all communications efforts around founder departures in Capital One and multiple acquired entities; and + Developed and implemented proprietary change management communications scoping, assessment and implementation methodology. Toolset includes impact assessment,Marc A. Cooper marc.cooper@att.net 408 South Payne Street, Alexandria VA 22314 tel: 703 819-8039 703 836-6009 audience research, business engagement model, success measurement, team deployment, implementation and ongoing monitoring. Martlet Consulting, LLC Alexandria, VA President December 2001 - December 2002 Owner / operator of a communications and change management consulting firm. Focus was on implementing business strategy and creating measurable behavior change among key constituents and audiences. Sample projects: + Health Care Consumerism Communications Strategy and Implementation for a Fortune 100 firm, with a goal to empower employees to make better health care decisions through an intuitive, interactive web interface combining health and wellness informs Project included initial interface design, end-user testing and multiple vendor selection and management. * Change Management and Strategic Communications for a major financial services firm. Engagement included communications needs assessment and system design, change leadership planning and implementation, and ongoing content design and delivery. + Business Redesign and Strategy Implementation designed to transform a large construction firm into a professional organization. Project included communications strategy design and implementation through several channels, impacting over 3,000 employees in multiple business units. Watson Wyatt Worldwide Washington, DC Communications Consultant May 2000 - October 2001 Extensive work on cross-functional projects, including those focusing on communications strategy, change management, recruitment, orientation and training for Fortune 500 clients and unions. Sample projects: + Leda team effort to redesign all new hire orientation materials for a Fortune 50 firm. Tool kit developed included print, video and web communications, and relied on managers and peers as key channels, Focus was on carrying employment branding through the employee lifecycle, * Developed and marketed new tools and methodologies used internationally throughout the firm, including an employment brand continuity tool. * Developed communications materials to guide member decisionmaking for union pension changes. Partial Client list: FedEx Express Prudential ‘Trigon Blue Cross /Blue Shield IBM Teleglobe MedStar Health Honeywell Teamsters Dominion Resources Cooper-Johri Management Consulting Corporation Alexandria, VA and Montreal QC e President March 1996 — May 2000 Jn charge of a portfolio of clients, including budgets / billings, mandate scope, supervision of consulting teams and task forces, client retention and overall engagement success. Company lead on all communications consulting projects. Sample projects: « Led internal and external communications for the transformation of a public hospital into a 200,000 square foot semi-private health complex, the first of its kind in Canada. Audiences included patients, employees, doctors, community members, elected officials and medi ‘* Developed business and strategy planning tool kit and guided divestiture of underperforming business units for a major industry association.Marc A. Cooper mare.cooper@att net 408 South Payne Street, Alexandria VA 22314 tel: 703 819-8039 / 703 836-6009 PHILANTHROPY AND VOLUNTEERISM Chairman of the Board, Board member for Robert Pierre Johnson Housing Development Corporation, Spring 2007 — present. Advisor to a working group producing a home-care guide for cancer patients; developed ‘communications and media strategy and helped secure over $200,000 in funding (1999-2001). EDUCATION M.A.: English, McGill University, Canada (1994) B.A.; English and French, Colgate University, USA (1992), Phi Beta Kappa ‘Sample Professional Courses High Impact Facilitation Million Dollar Consulting ClientFirst (client satisfaction tracking) Behavioral Interviewing Compliance (Fair Lending, AML / Bank Prosci and AIM Change Management Bribery Act, etc.) AWARDS, PUBLICATIONS AND CERTIFICATIONS Using communication to design and drive transformative corporate change: Capital One becomes a bank (|ABC Employee Communication Conference; The new business imperative: Using ‘communication to engage and inspire today's complex workforce Chicago, November 2008) Corporate Identity through Acquisition and Brand Conversion (Marcus Evans Crisis Communication and Reputation Protection conference, New York, July 2008) Partnering for lasting results: A case study on transformative change (with Chris Palumbo from Capital One's Project Management team, IABC Heritage conference, Cincinatti, October 2007) Public Relations Society of America Thoth award winner for excellence in Internal Communications (Capital One Enters the Banking Business, spring 2007) Focus Groups for Audience Research: Using Measurement to Enhance Employee Communication (\ABC International Bulletin, January 2004) Prosci certified change management practitioner Winner of five Capital One Circle of Excellence (CEO) awards for outstanding performance and teamwork. OTHER Near-native-level French speaker Canadian and UK Citizen, US Green Card HolderWILLIAM GRAY MITCHELL 613 Allison Street (703) 966-1167 (cell) Alexandria, VA 22302 (703) 519-9031 (home) gray@juneaupartners.com PROFESSIONAL EXPERIENCE Of Counsel Juneau Partners, PLLC 03/09-Present Alexandria, VA. Patent and trademark prosecution, General corporate assistance for start-up clients and clients holding intellectual property rights for licensing. Lender, borrower and investor representation in commercial real estate and finance transactions. Associate, Commercial Real Estate and Finance 10/05 — 03/09 Ballard, Spahr, Andrews & Ingersoll, LLP Washington, DC Negotiated and closed approximately 30 originations of acquisition, refinancing and supplemental loans for multifamily housing properties on behalf of Fannie Mae Delegated Underwriting and Servicing Lenders. Transaction values from $2,000,000 to $20,000,000. ‘Negotiated and closed approximately 25 assignments of securitized loans between commercial real estate lenders. Negotiated and closed purchase and sale of two commercial office buildings. ‘Transaction values of $14,000,000 and $45,000,000. Negotiated and closed approximately 25 standard and “New York style’ securitized loan defeasances. Transaction values ftom $3,000,000 to $25,000,000. Represented borrowers on both Fannie Mae and standard commercial and multifamily real estate loans. Draft all loan or transfer documentation and negotiate with borrowers and co- lenders. Conduct legal due diligence review and coordinate business due diligence review among clients and third party consultants.Associate, Commercial Real Estate and Finance 10/01 - 10/05 Potts-Dupre, Difede & Hawkins, Chtd. Washington, DC © Represented large U.S. labor union and union pension and benefit funds in multiple matters related to commercial real estate. © Structured, negotiated and closed approximately 18 acquisition loan, construction loan, permanent loan, mezzanine loan and equity investments, Transactions ranged in value from $500,000 to $105,000,000. Drafted all investment and related documentation and negotiated with equity partners, borrowers and co-lenders. * Conducted legal due diligence review and coordinated business due diligence review among clients and third party consultants. ‘© Drafted and negotiated commercial leases for tenants of union-owned buildings. Associate, Business Transactions 11/99 - 10/01 Kilpatrick, Stockton LLP Raleigh, NC © Structured, negotiated and closed 13 merger and acquisition transactions ranging in value from $300,000 to $10,000,000. Served as primary associate on seven transactions and sole attorney on six transactions. © Represented both companies and investors in structuring, negotiating and closing five angel and eight venture capital transactions. * General corporate practice, including organizing and maintaining business entities in North Carolina and Delaware. Duties included organizational documentation and compliance, contract review, advice and counsel. © Negotiated approximately 20 software licenses for both licensees and licensors. © Represented startup local bank through ongenization with NC Banking Commission and FDIC. ‘© Represented minor league baseball team, Marketed team to investors, negotiated financing with investors and major league affiliate. Negotiated affiliation, franchise, loan, sponsorship and revenue sharing agreements. Associate, Mergers & Acquisitions 9/96 - 11/99 Parker, Poe, Adams & Bernstein, LLP Charlotte, North Carolina © Acted as lead associate to deal partner in structuring, negotiating and closing approximately 17 merger and acquisition transactions, ranging in value from $100,000 to $250,000,000. © General corporate practice, including organizing and maintaining business entities in North Carolina and Delaware. Duties included organizational documentation and compliance, contract review, advice and counsel, © Assisted in structuring and closing approximately 12 public finance transactions as bond counsel for North Carolina universities and municipalities in 1996-1997,* Assisted in negotiating approximately three large commercial contracts and approximately 20 software licenses for electric utility. © Compiled and coordinated numerous Hart-Scott-Rodino antitrust filings. ‘Summer Clerkships (Legal) Parker, Poe, Adams & Bernstein (Charlotte, NC) 1995 ‘Alman, Spry & Crumpler (Winston-Salem, NC) 1995 ‘Tharrington, Smith & Hargrove (Raleigh, NC) 1994 Assistant Congressional Liaison 8/91 - 3/93 US Department of Commerce, Bureau of Export Administration Washington, DC * Tracked, reported and lobbied federal legislators on export-related legislation. ‘* Coordinated with Departments of State, Defense and Energy to facilitate issuance of export licenses. * Drafted Bureau’s 1992 Annual Report. EDUCATION ‘The University of North Carolina at Chapel Hill Turis Doctor, 1996 Bachelor of Arts, History, 1991 PROFESSIONAL AND COMMUNITY ACTIVITIES * Member of North Carolina, Washington DC and American Bar Associations. Member, Trinity United Methodist Church, Alexandria, Virginia. Member of Building and Construction Committee, * Director and ‘Treasurer, Robert Pierre Johnson Housing Development Corporation (affordable housing charitable corporation). Arlington, Virginia.Arbelo Limited Partnership Ownership Structure Arbelo Limited Partnership | —~ £ - + — : Limited Partner Managing Partner Robert Pierre Johnson Pea Housing Development an Corporation (99.99%) Herb Cooper-Levy Herb Cooper-Levy Executive Manager Executive: DirectorArbelo Associates, LLC Ownership Structure Arbelo Associates, LLC { | a Robert Pierre Johnson Housing Development Corporation, Sole Member Herb Cooper-Levy Executive DirectorRobert Pierre Johnson Housing Development Corporation Board of Directors List The following list details the Directors of the Board for Robert Pierre Johnson Housing Development Corporation, the non-profit organization that is the sole member of Arbelo Associates, LLC. Arbelo Associates, LLC is the General Partner of Arbelo Limited Partnership. None of Robert Pierre Johnson Housing Development Corporation’s Directors have an ownership interest in Arbelo Limited Partnership or Arbelo Associates, LLC.Robert Pierre Johnson Housing Development Corporation List of Board Members executive committee: Term Joined board Mare Cooper, chair 2007-2010 2007 1680 Capital One Drive MeLean, VA 22102-3491 ‘W 703.720.3006 C 703.819.8039 mare,cooper(@capitalone.com Occupation: Senior Communications Director, Capital One D, Edward Greene, vice chair 2007-2010 2001 47173 Sky Lane Sterling, VA 20165 HH 703.433.5772 ‘W 301.634.0908 F 301.656.6299 DEGreene@greystoneusa.com Occupation: Mortgage Banker, Greystone Gray Mitchell, treasurer 2009-2012 2006 613 Allison Street Alexandria, VA 22302 C 703.966.1167 703.519.9031 mitchellw@ballardspabr.com Occupation: Attomey; Ballard, Spahr, Andrews & Ingersoll Herb Cooper-Levy, secretary 2007-2010 2007 1527 Oronoco Street Alexandria, VA 22314 W 703.528.5606.13 herbel@rpjhousing.org Occupation: executive director/CEO, RPI Housing Robert Wiles, member at large 2007-2010 1998 112 South Royal Street, Suite F Alexandria, VA 22314 W 703.683.1221 F 703.683.1336 wilesco@verizon.net ‘Occupation: Commercial real estate broker 4/6/2009Robert Pierre Johnson Housing Development Corporation balance of board: ‘Term Joined board Joseph E. Amato, member 2007-2010 2004 5208 Brookeway Drive Bethesda, MD 20816 W 703.903.2400 1H 301.229.0356 © 202.841.1870 joseph_amato@freddiemac.com Occupation: Vice President, Finance; Freddie Mac D. Wyatt Bethel, member 2008-2011 2002 9302 Lee Highway Suite! 100 Fairfax, VA 22031 W 703.218.2148, F 703.218.2160 wyatt bethel@ofplaw.com ‘Occupation: Attorney; Odin, Feldman & Pittleman Eric Bonetti, member 2008-2011 2008 4094 Majestic Lane #162 Fairfax, VA 22033, 202.744.1417 bonettie@proxygovernan Occupation: Public Relat PROXY Governance Michelle L'Heureux, member 2008-2011 2008 1215 Gibbon St ‘Alexandria VA 22314 HIC 703.609.8167 michelle_theureux@yahoo.com Occupation: Meteorologist, NOAA Fred Jones, member 2009-2012 2009 5000 N. 25th Rd Arlington, VA 22207 H 703-536-3280 C.703-655-3348 fredjr64@aol.com Occupation: Retired (former staff of Federal Highway Administration) 4/6/2009Martha Paschal, member 2007-2010 2007 3204 Valley Lane Falls Church, VA 22044 H 703.533.0778 C 703.623.0574 W 703.341.5068 RodMart@aol.com MPaschal@voa.org Occupation: Asset Manager, Volunteers of America Christopher Russell, member 2009-2012 2009 9219 Allwood Drive Alexandria, VA 22309 H 703.341.6865, ‘W 703.681.8461 chrisrussellhome@verizon.net Occupation: Defense and energy consultant 4/6/2009TAB E (Nonprofit Questionnaire)VHDA Nonprofit Questionnaire Part I, 13VAC10-180-60, of the Qualified Allocation Plan (the “Plan”) ofthe Virginia Housing Development Authority (the "Authority") for the allocation of federal low income housing tax credits ("Credits") available under §42 of the Intemal Revenue Code, as amended (the "Code") establishes certain requirements for receiving Credits from the Nonprofit Pool established under the Plan and assigning points for participation of a nonprofit organization in the development of qualified low-income housing, ‘Answers to the following questions will be used by the Authority in its evaluation of whether or not an applicant meets such requirements (attach additional sheets as necessary to complete each question). 1. General Information, a [Name of development: Arbelo Apartments b Name of ownerlapplicant: _Arbelo Limited Partnership ¢ _Name of Nonprofit entity: Robert Piere Johnson Housing Development Corporation of the National Capital Area, Ine 4 Address of principal place of business of Nonprofit entity: 8 WestNNelson Ave, Alexandria, VA 22301 Indicate funding sources and amount used to pay for office space: _Office space is provided within an PJ Housing property at no cost e. ‘Tax exempt status: By 501(cX3) s01¢\(4) Ds01@), £ Date of legal formation of Nonprofit: _1/26/78 (aust be prior to application deadline); evidenced by the following documentation; _ Virginia State Corporation Commission Certificate of Incorporation 8 Date of IRS 501(¢)(3) or 501(@)(4) determination leer: _April 15, 1980 (aust be prior to application deadline and copy must be attached). h Deseribe exempt purposes (must include the fostering of low-income housing in its articles of incorporation): to provide, on a non-profit basis, housing for low income individuals & families, individuals & families displaced from urban renewal areas or as a result of goverment action, where no adequate housing exists for such groups, pursuant to applicable sections ofthe National Housing Actas amended or the Housing Acts of Virginia, or such other financing program which may, from time to time, be enacted or in such other manner that the Board may direct, Low income housing will be forthe poor, elderly and handicapped, or low income ‘housing will in some way combat community deterioration or lessen neighborhood tensions by attempting to eliminate prejudice and discrimination i Expected life (in years) of Nonprofit: _100+ i. Explain the anticipated future activites ofthe Nonprofit over the next five years [dentify, acquire and renovate multifamily rental properties in the Northem Virginia area to preserve them as ‘affordable housing. Purchase and renovate single family properties to be used as group homes for persons with disabilities, and partner with nonprofit service providers to provide suppor to the residents, yoo Page 1 of 8NONPROFIT QUESTIONNAIRE, continued k, How many fll time, pai staff members does the Nonprofit an, if applicable, any other nonprofit organization(s) (*Related Nonprofit(s)") of which the Nonprofit is a subsidiary otto which the Nonpr otherwise related (by shared directors, staff etc.) have? _15, How many parttime, paid staff members? _1 Describe the ties ofallstaffmembersi _executive ctor, deputy director director of volunteer home repair programs, director of property development, director of property management & maintenance, office manager, finance manager, property managers (2) administrative assistant, maintenance workers (4), volunteer home repair coordinators (2), transitional housing coordinator. 1. Does the Nonprofit share staff with ay other entity besides a Related Nonprofit described above? Cves BaNo Hes, explain in deri m. How many volunteers does the Nonprofit and, if applicable, any Related Nonprofit have? ‘Approximately 2,000 individuals volunteer to repair homes and 4-5 assist with office activities (mailings, data entry, newsletter writing, etc). 18, Whatare the sources and manner of funding ofthe Nonprofit? (You must disclose all financial and/ or the arrangements with any individual(s) or for profit entity, including anyone or any entity related, directly, indirectly, to the Owner of the Development Contributions, donated materials/services, grants (foundations, corporate and government), ground lease, investments and interest, rental income, development fees °. List all directors of the Nonprofit, their occupations, their length of service on the board, and their residential addresses: _See attached list in Appendix 1 2: Nonprofit Formation, a Explain in detail the genesis of the formation ofthe Nonprofit: _ See attached history. . __Isthe Nonprofit, or has it ever been, affiliated with or controlled by a for profit entity or local housing authority? C1 ¥es EE] No Ifyes, explain in detail: e. ‘as any for profit organization or local housing authority (including the Owner of the Development, joint ‘venture partner, or any individual or entity directly or indirectly related to such Ownes) appointed any directors to the governing board of the Nonprofit? — [] Yes BNo_ ifyes, explain: 1109 Page 2 of 8NONPROFIT QUESTIONNAIRE, continued 4 Does any for-profit organization or local housing authority have the right to make such appointments? Li'¥es_ Bao Ifyes, explain: © Does any for profit orgnization or local housing authority have anyother affiliation with the Nonprofit or have any other relationship with the Nonprofit in which it exercises or has the right to exercise anyother type of control? L] Yes. EX] No, yes, explain: £ Was the Nonprofit formed by any individual(s) or for profit entity forthe principal purpose of being included inthe Nonprofit Pool or receiving points for nonprofit participation under the Plan? OYes No & Explain in detail the past experience ofthe Nonprofit including, if applicable, the pat experience of any ‘other Related Nonprofit of which the Nonprofit isa subsidiary or to which the Nonprofit is otherwise related (by shared directors, staff, etc.):_Seo attached list of properties developed by RPJ Housing Ifyou included in your answer to the previous question information concerning any Related Nonprofit, describe the date of legal formation thereof, the date of IRS 501(€}(3) or 501(c)(4) status its expected life its chavtable purposes and its relationship to the Nonprofit. n/a - 3. Nonprofit Involvement, a Isthe Nonprofit assured of owning an interest in the Development (either directly or through a wholly ‘owned subsidiary) throughout the Compliance Period (as defined in $42()(1) of the Code)? Byes [No (© Willthe Nonprofit own at least 1036 ofthe general partnership/owning entity? Yes []No Gi) Willthe Nonprofit own 100% ofthe general parmershipinteresvowming entity? Bq] Yes E] No Ino to either 3a or 3a above, specifically describe the Nonprofits ownership interest: b. _@ Will the Nonprofit be the managing member or managing general partner? [XJ Yes [] No Ifyes, where in the partnership/operating agreement is this provision specifically ‘Arbelo Associates, referenced? maging general partner ofthe limited partnership, per Section 2k and Schedule A ofthe partnership agreement. (Will the Nonprofit be the managing member or own more than 50% of the general partnership interest? Eyes LINo & —__Willthe Nonprofit have the option or right of fist refusal to purchase the proposed development atthe end of the compliance period fra price not to exceed the outstanding debt and ei taxes of the rofitentiy? BQ Yes L] No. Ifyes, herein he parinershipfoperating agreement i ths provision fcally referenced? _See Section 12 and Exhibit A ofthe Arbelo Limited Partnership Operating Agreement located in Tab V. LY Recordable agreement attached to the Tax Credit Application as TAB V [f'no atthe end of the compliance period explain how the disposition ofthe assets will be structured: 1109 Page 3of8NONPROFIT QUESTIONNAIRE, continued a 1109 Isthe Nonprofit materially participating (regular, continuous, and substantial participation) inthe construction or rehabilitation and operation or management of the proposed Development? [dl Yes C]No Ityes, (@ Deseribe the nature and extent of the Nonprofits proposed involvement in the construction or rehabilitation of the Development; _Engage architect and approve design, coordinate rehabilitation, ‘coordinate relocation, hire contractors, approve construction drawstproposals/change orders, monitor ‘contractor performance, perform financial management of costs. Gi) Describe the nature and extent ofthe Nonprofits involvement in the operation or management of the Development throughout the Extended Use Period (the entire time period of occupancy restrictions of the low-income units in the Development): _ Ongoing marketing, management and maintenance of the property. Gi) Wille Nonprofit invest ints overall interaction withthe development more than 500 hous annually tothis venture? Daves L]No Ityes, subdivide the anal hours by activity and staff responsible and explain in deta ‘Administration: the executive director wil invest at leas 60 hours in oversight of property management, developing. and monitoring property budgets, approving contacts & major expenditures. Property Management: the director of property manasementmainenance wil invest at least 230_hours (0 averse the maintenance team, ease uYongoing rental activity, budgeting, and asset management, The ‘Alexandtn property manayer will invest at lest 710 hous in coordination of relocation assistance for marketing, leasing units, processing applications, collecting rents, oversccing/coordinat maintenance and repairs, complying with FHA and tenant eligibility requirements, and inspecting units. Explain how the idea forthe proposed development was conceived. For example, was it in response toa need identified by a local neighborhood group? local government? board member? housing needs study? ‘Third party consultant? other? —_‘The preservation of Arbelo Apartments as affordable rental housing was conceived by the executive director, in consultation with the Alexandria City Office of Housing & the ‘Affordable Housing Advisory Committee. Being one of the few affordable rental housing developments in the ‘Old Town section of the Cty, our aim was to remove the property from the condo conversion marke, renovate the property and preserve it as an affordable rental development. The City of Alexandria created a fund from local revenue to provide gap financing to encourage the preservation of affordable rental housing. The acquisition of Arbelo was substantially funded through the City fund ($3.5 million). List all general partners/managing members ofthe Owner ofthe Development (one must be the Nonprofit) and the relative percentages oftheir interests: “The partners of Arbelo Limited Partnership are Robert Pierre Johnson Housing Development Corporation, Limited Partner (99.99%) and Arbelo Associates, LLC, Managing Partner (.01%). If this isa joint venture, (ie, the Nonprofit is not the sole general partner/managing member), explain the ‘nature and extent ofthe joint venture partners involvement in the construction or rehabilitation and ‘operation or management ofthe proposed development nia Isa for profit entity providing development services (excluding architectural, engineering, legal, and accounting services) to the proposed development? Di Yes L]No ifyes, i) explain the nature and extent of the consultant's involvement in the construction or rehebiltation and operation or management ofthe proposed development. Southport Financial Services is providing assistance withthe development of a financing plan for Arbelo ‘Apartments, the preparation of a LIHTC application, the engagementoversight of development team partners (e.g, architect, market study provider, contractor, et.) and coordination with lenders and equity ‘providers on types of debt and equity financing to be used. Gi) explain how this relationship was established. For example, did the Nonprofit solicit proposals from several for-profits? Did the for-profit contact the Nonprofit and offer the services? __RPJ Housing collaborated with Southport Financial on the submission of proposal forthe acquisition of Old Towne Page 4 of 8NONPROFIT QUESTIONNAIRE, continued ‘West Apartments. Southport Financial demonstrated the ability to negotiate strong financing packages including the use of tax credits. RPJ Housing engaged Southport Financial to provide its Development Department assistance withthe preparation of the Arbelo Apartments tax credit application, as cwrent "staff workloads were at capacity : i Will the Nonprofit o the Owner (as identified in the application) pay a joint venture parmer or consultant fee for providing development services? BQ Yes []No_Ifyes, explain the amount and source ofthe finds for such payments. _RPJ Housing will pay Southport Financial 25% of the developer fee as it is paid to RPJ Housing, or approximately $200,000. Will any portion ofthe developer's fee which the Nonprofit expects to collect fom its participation inthe of development be used to pay any consultant fee or anyother fe toa third party entity or joint venture partner? Yes [No fyes, explain in deal the amount and timing of such payments. As indicated ove, RPI Housing will pay Southport Financial 25% ofthe developer fe, payable asthe developer fee is paid to RPJ Housing, including any deferred fee payable during the fist five years after closing Will the joint venture partner or for-profit consultant be compensated (receive income) in any other manner, such as builder's profit, architectural and engineering fees, or cash flow? [] Yes [XJNo Ifyes, explain: 1 Will any member of the board of directors, officer, or staff member of the Nesp participate in the development and/or operation ofthe proposed development in any for-profit capacity? CJ Yes Bx] No yes, explain: 1m, Disclose any business or personal (inching family) relationships that any ofthe staf member, directors or other principals involved in the formation or operation of the Nonprofit have, ether directly or indirectly, with any persons or entities involved or to be involved in the Development on a for-profit basis including, but not limited to the Owner of the Development, any of ils for-profit general partners, employees, limited partners or any other partes directly or indirectly related to such Owner: NONE, 1m, __Isthe Nonprofit involving any loca, community based nonprofit organization in the development, role and operation, or provision of services for the development? L] Yes Bx] No Itye, explain in detail, including the compensation forthe other nonprofis 4. Virginia and Community Activity, & Has the Virginia State Corporation Commission authorized the Nonprofit to do business in Virginia? Eyes LJNo b. Define the Nonprofit's geographic target area or population to be served: _Individuals and families with low incomes in the Was v09 Page 5 of 8NONPROFIT QUESTIONNAIRE, continued 1109 Does the Nonprofit o, if applicable, Related Nonprofit have experience serving the community where the proposed development is located (including advocacy, organizing, developinent, management, or facilitation, but not limited to housing initiatives)? Bedyes []No Ifyes, or no, explain nature, extent and duration of any service: _RPJ Housing developed the Stevenson Court Condominiums inthe late 1990s. “The executive director has patcipated onthe Hunting Creek Slakeholders Group, the Housing nititives ‘Workgroup, the Developer Contributions Workgroup and the Affordable Housing Workgxoup. He also Served as vice char of the Alexandria Redevelopment and Housing Authority Board of Commissioner. RPI Housing also ovns and operates another two apartment properties totaling 85 units in the City of Alexandria Does the Nonprofits by laws or board resolutions provide a formal process for low income, program. ‘beneficiaries to advise the Nonprofit on design, location of sites, development and management of affordable housing? K] Yes [J No Ifyes, explain: ‘See attached board policy on the paticfpation of low income residents in the development of affordable housing Ha the Virginia Department of Agriculture and Consumer Services Division of Consumer Afiirs) authorized the Nonprofit to solicit contibutonsdonations inthe target comminity?Del¥es ] No Does the Nonprofit have demonstrated support (preferably financial fom established organizations, instittions, businesses and individuals in the taget community? Dd Yes LINo Ifyes, explain: ‘The Northeast Civie Association has offered its support for the project As sated above the City of Alexandria provided $3.5 million toward the acquisition of the development. ‘Has the Nonprofit conducted any meetings with neighborhood, civic, or community groups and/or tenant associations to discuss the proposed development and solicit input? Da] Yes C]No. Iryes, describe the meeting dates, meeting locations, numberof attendees end general discussion points: ‘The executive director met with the Northeast Civic Associaton in March 2006 to discuss the planned ‘purchase and renovation of Arbelo Apartments, and again in August 2007 to discuss a request fora paring ‘varianee_ RJ Housing staff preseated the project to the Affordable Housing Advisory Comes in April 2006, RPJ Housing staff met with Cty Counel members to brief them on the acquisifonenovation plans in ‘April 2006, an the parking variance in August 2007. ‘Ave at lest 33% ofthe members ofthe board of rectors representatives ofthe community being served? [Yes L]No. Ifyes, i) low-income residents of the community? [] Yes [2] No GG clected representatives of low-income neighborhood organizations? Bx] Yes []No ‘Are no more than 33% ofthe member ofthe board of directors representatives ofthe public sector (public offciasor employes or those apponied to the board by publi officials)? des [-1No oes the board of directors hold regular meetings which are wel attended and accessible tothe target community? [x] Yes L]No_ yes, explain the meeting schedule: _ The Board of Directors holds monthly meetings onthe third Thursday of each month a 7.00 pm at our offic location in Alexandra Has the Nonprofit received a Community Housing Development Organization (CHDO) designation, as defined by the U. S. Department of Housing and Urban Development's HOME regulations, ftom the state o a local participating jurisdiction? Bl] Yes C]No Page 6 of 8NONPROFIT QUESTIONNAIRE, continued 1 1109 ras the Nonprofit been awarded state or local funds for the purpose of supporting overhead andl operating expenses? [XJ Yes [] No Ifyes, explain in detail: Not for this project. Fairfax County and_ Arlington County support RPJ Housing’s development and Volunteer home repair programs. Fairfax Count also supports our transitional housing program in that County. as the Nonprofit been formally designated bythe local govemment a the principal community-based nonprofit housing development organization forthe selected target area? ] Yes Bx)No Ifyes, explain: Has the Nonprofit ever applied for Low Income Housing Tax Credits fora development in which it acted as a joint venture partner with a forprofitenty? [] Yes Bz] No Ifyes, note each such application including: ‘the development name and locaton, the date of application, the Nonprofits role and ownership status in the development, the name and principals of the joint venture partners, the name and principals of the general contractor, the name and prinipals of the management entity, the result ofthe application, andthe current status of the development(s) Ha the Nonprofit over applied for Low Kncome Housing Tax Credits for a development in which i acted as the sole gene pertnermanaging member? Bd Yes. L] No. If yes, note each such development including the name and locaton, the date of the application, the result of the application, and the eurent stats ofthe development(s). Parkview Manor, Hyattsville MD: 1996, Produced 54 units, including 48 LINTC units. Received 8609s on all buildings. ‘Transferred the managing general role to another nonprofit. Fairfield Lynn D Apartments, Front Royal, VA: 2006. Produced 80 LIATC units. Reveived 8609s on all ‘buildings. Currently act as managing general partner and provide property management services. ‘To the best of your knowledge, has this development, ora similar development on te same sit, ever received tax credits before? L] Yes Bx}No Ifyes, explain: Has the Nonprofit been an owner or applicant for a development that has received a reservation ina previous pplication round fom the Virginia Housing Partnership or te VDA Housing Funds? Bd ¥es LINo. Ityes explain RPJ Housing isthe managing general pare for the Fairfield yn Limited Parmership which has received ‘VEDA SPARC and REACH find for 80 rental usin Front Royal. Mount Vemon Gardens Apartment, Onrngton Court Aparments, Belvoir Plaza Aparnens and Anderege House have each recived lw inerest morgage loans from the Virgins Housing Parnership Revolving Fund. In adion, 12 RPY THowsng-owned seared properties have bon fnaed with VIIDA SPARC funds as the Nonprofit completed a community need asessment that sno more than three years old and tha, ate minimum, idemtifes al ofthe defined target aea’s housing needs and resources? ] Yes DE] No Ifyes, explain the need identified Page 7 of 8NONPROFIT QUESTIONNAIRE, continued $ _Hasthe Nonprofit completed a communiy plan tht (1) ouinea comprehensive statey for adessng identified community housing needs, (2) offers a detailed work plan and timeline for implementing the state, and @) documents hat the needs assesment and Compreensv saegy Were developed ‘withthe masimum possible input fom te target community? [-] Yes. Ba No Tye, expan he pln 5, Atfachments, 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 of the foregoing information is complete and accurate. Furthermore, each certifies that no attempt has been or will be made to circumvent the requirements for nonprofit participation contained in the Plan or Section 42 of the Internal Revenue Code. 4/1 [04 Date {Le /04 Page 8 of 8 1109Internal Revenue Service Department of the Treasury P.O. Box 2508 Cincinnati, OH 45201 Date: June 24, 2002 Person to Contact: Delores Gaskins 31-07428 Customer Service Specialist Toll Free Telephone Number: Robert Pierre Johnson Housing Development Corp. {£00 arn to 6:30 pan. EST National Capital Area 877-829-5500 2666 Miltary Rd. Fax Number: Arlington, VA 22207-5116 513-263-3756 Federal Identification Number: 52-1133518 Dear Sir or Madam: This letter is in response to your request for a copy of your organization's determination letter. This letter will take the place of the copy you requested. Our records indicate that a determination letter issued in March 1980 granted your organization exemption from federal income tax under section 501(c)(3) of the Intemal Revenue Code. That letter is still in effect. Based on information subsequently submitted, we classified your organization as one that is not a private foundation within the meaning of section 509(a) of the Code because it is an organization described in sections 509(a)(1) and 170(b)(1)(A)(vi). This classification was based on the assumption that your organization's operations would continue as statec in the application. If your organization's sources of support, or its character, method of operations, or purposes have changed, please let us know so we can consider the effect of the change on the exempt status and foundation status of your organization. Your organization is required to file Form 990, Retum of Organization Exempt from Income Tax, only ifits ‘ross receipts each year are normally more than $25,000. Ifa retum Is required, it must be filed by the 15th day of the fifth month after the end of the organization's annual accounting period. The taw imposes a penalty of $20 a day, up to a maximum of $10,000, when a retum is filed late, unless there is reasonable cause for the delay. All exempt organizations (unless specifically excluded) are liable for taxes under the Federal Insurance Contributions Act (social security taxes)-on remuneration of $100 or more paid to each employee during a calendar year. Your organization is not liable for the tax imposed under the Federal Unemployment Tax Act (FuTA). - Organizations that are not private foundations are not subject to the excise taxes under Chapter 42 of the Code. However, these organizations are not automatically exempt from other federal excise taxes. Donors may deduct contributions to your organization as provided in section 170 of the Cods. Bequests, legacies, devises, transfers, or gifts to your organization or for its use are deductible for federal estate and iff tax purposes if they meat the applicable provisions of sections 2055, 2106, and 2522 of the Code.Robert Pier Johnson Housing Development Corp. 52-1133518 ‘Your organization is not required to file federal income tax retums unless its subject tothe tax on unrelated business income under section §11 of the Code. If your organization is subject to this tax, t must fle an Income tax retum on the Form 990-T, Exempt Organization Business Income Tax Retum. In this letter, we ‘are not determining whether any of your organization's present or proposed activi are unrelated trade or business as defined in section 513 of the Code. ‘The law requires you to make your organization's annwal return available for public Inspection without charge {for three years after the due date ofthe retum. If your organization had a copy of its application for recognition of exemption on July 15, 1987, itis also required to make available for public inspection a copy of the exemption application, any supporting documents and the exemption letter to any individual who requests ‘such documents in person or in wring. You can charge only a reasonable feo for reproduction and actual postage costs for the copled materials. The law does not require you to provide copies of public inspection documents that are widely available, such as by posting them on the Intemet (World Wide Web). You may be liable for a penalty of $20 a day for each day you do not make these documents available for public inspection (up to a maximum of $10,000 In the case of an annual return). Because this letter could help resolve any questions about your organization's exempt status and foundation status, you should keep it with the organization's permanent records. . iyouhave any question, late callus tthe lephne nunbor hownin to heading of is eter. ‘Tis tr ees yourergeizatoris ext sats, Seat, PoE Glos John E. Ricketts, Director, TE/GE Customer Account Services.. RECEIVED Avg Internal Revenue Service Department of the Treasury District Director Dats Auguat 4, 1983 Owetatter Det: Apri 15, 1980 + Porton te Contact Taxpayer Service ‘i Diviston ‘Contact Toaghone Number GBB = 3100 Robert Pierre Johnson Housing Development. Corporation of the Netionel Capital Area 2666 Military Road ‘Arlington, VA 22207 Dear Sir or Madant ‘This modifies our letter of the above date in which we stated that you would be treated as an organization which 4s not a private foundation until the expiration of your advance ruling period. Based on the information you submitted, we have determined that you fare not a private foandation within the meaning of seotion 503(a) of the Internal Revonue Code, because you are an organization of the type described + in section «_# "Your exeapt atatus undor seotion 501(0)(3) of the 4s still in effegt, Grantors and contributors may rely on this deteratnation until the Internal Rovenus Servico ‘publishes notice to the contrary. However, a grantor oF a contributor may not rely on this determination 1f he or she was in part responsible for, or was amare of, the aot or failure to act that, resulted in your lose of knowledge eotion —_* status, or acquired wat the Internal Revenue Service hed given notice that you would * rom classification as a section * organization, sould help resolve any qu keep it in your peraant tions about your-private foundation atatus, pl jt records. If you have any questions, please contact the person whose nane and telephone nunber are shown above. Stneerety youre, . VARA The teddy RA Reem Dhetriet Director * 509(aD(1) & 170(b)(1)(A) (vt) :Robert Pierre Johnson Housing Development Corporation List of Board Members executive committee: Term Joined board Mare Cooper, chair 2007-2010 2007 1680 Capital One Drive McLean, VA 22102-3491 W 703.720.3006 C 703.819.8039 ior Communications Director, Capital One D, Edward Greene, vice chair 2007-2010 2001 47173 Sky Lane Sterling, VA 20165 703.433.5772 W 301.634.0908 F 301.656.6299 DEGreene@greystoneusa.com Occupation: Mortgage Banker, Greystone Gray Mitchell, treasurer 2009-2012 2006 613 Allison Street Alexandria, VA 22302 C 703.966.1167 H 703.519.9031 mitchellw@ballardspahr.com Occupation: Attorney; Ballard, Spahr, Andrews & Ingersoll Herb Cooper-Levy, secretary 2007-2010 2007 1527 Oronoco Street Alexandria, VA 22314 W 703.528,5606.13, herbel@rpjhousing.org Occupation: executive director/CEO, RPJ Housing Robert Wiles, member at large 2007-2010 1998 112 South Royal Street, Suite F Alexandria, VA 22314 W 703.683.1221 F 703.683.1336 wilesco@verizon.net ‘Occupation: Commercial real estate broker 4/6/2009Robert Pierre Johnson Housing Development Corporation balance of board: Term Joined board Joseph E, Amato, member 2007-2010 2004 5208 Brookeway Drive Bethesda, MD 20816 W 703.903.2400 11 301.229.0356 C 202.841.1870 joseph_amato@freddiemac.com Occupation: Vice President, Finance; Freddie Mac D, Wyatt Bethel, member 2008-2011 2002 9302 Lee Highway Suitel 100 Fairfax, VA 22031 W 703.218.2148 F 703.218.2160 wyatt. bethel@ofplaw.com Occupation: Attorney; Odin, Feldman & Pittleman Eric Bonetti, member 2008-2011 2008 4094 Majestic Lane #162 Pairfax, VA 22033 202.744.1417 bonettie@proxygovernance.com Occupation: Public Relations, PROXY Governance Michelle L*Heureux, member 2008-2011 2008 1215 Gibbon St Alexandria VA 22314 HIC 703.609.8167 michelle theureux@yahoo.com Occupation: Meteorologist, NOAA. Fred Jones, member 2009-2012 2009 5000 N, 25th Rd ‘Arlington, VA 22207 H 703-536-3280 C 703-655-3348 fredjr64@aol.com Occupation: Retired (former staff of Federal Highway Administration) 4/6/2009Martha Paschal, member 2007-2010 3204 Valley Lane Falls Church, VA 22044 1 703.533.0778 C 103.623.0574 W 703.341.5068 RodMart@aol.com MPaschal@voa.org Occupation: Asset Manager, Volunteers of America Christopher Russell, member 2009-2012 9219 Allwood Drive Alexandria, VA 22309 H 703.341.6865 W 703.681.8461 chrisrussellhome@verizon.net Occupation: Defense and energy consultant 2007 2009 4/6/2009RPJ HOUSING ORGANIZATIONAL HISTORY Robert Pierre Johnson Housing Development Corporation (RPJ Housing), founded by the National Capital Presbytery in 1978, is a 501 (c) (3) non-profit organization whose mission is to develop and preserve affordable housing for limited income individuals and families and to strengthen communities in the Washington Metropolitan area. RPJ Housing offers a continuum of affordable housing opportunities from multifamily rental housing, to transitional housing, affordable homeownership and volunteer home repair programs. It has built, renovated, and managed nearly 2,700 affordable housing units. This includes developing 634 housing units in Washington, DC, Maryland and Virginia, of which 254 were done in partnership. The organization’s history can be traced back to the 1960s, when two Presbyterian churches, Fifteenth Street Presbyterian Church and the Georgetown Presbyterian Church, responded to the enormous demand for affordable housing in the Washington, DC area by forming Presbyterians Incorporated to Conserve Housing (PITCH). This remarkable partnership between an Aftican-American congregation and a White congregation resulted in the renovation of three apartment buildings with HUD funds. PITCH dissolved in 1975, shortly after the death of Reverend Robert Pierre Johnson, the pastor of 15" Street Presbyterian Church who led the organization's effort to renovate an apartment building on W Street in Northwest Washington. The National Capital Presbytery felt compelled to build upon the housing legacy PITCH and Reverend Johnson established, and formed the Robert Pierre Johnson Housing Development Corporation (RPJ Housing) on January 26, 1978 to honor his visionary leadership. In the late 1990s, RPJ Housing relinquished its direct association with the Presbyterian Church, in an effort to build a broader base of resources and involve a wider, more diverse network of community ‘members and organizational partners in the development of affordable housing. We now partner with hhundreds of publio, private, and faith-based entities to provide affordable housing and home repairs. However, the organization's connections to and involvement with Presbyterian churches remain strong, RPJ Housing operates 373 affordable rehtal-housing units at fifteen locations in Fairfax County (VA), four locations in Arlington County (VA), two locations in Warren County (VA) and three locations in ‘Alexandria (VA). Ninety six percent of the households living in these units make less than 80% of the area’s median income (ami), 73% of the households make less than 50% of ami and 21% of the households make less than 30% of ami. RPJ Housing’s transitional housing has provided over 230 formerly homeless singles and families a bridge between life in a shelter and permanent housing. RPJ Housing provides transitional housing services to 6 formerly homeless families at homes and apartments located in Fairfax County. Residents ‘earn less than 30% of ami. In addition to providing affordable transitional housing, this program also offers support services designed to assist residents to move toward self-sufficiency within a two-year period. In addition, RPJ Housing organizes two volunteer home repair programs. RPJ Housing’s Rebuilding Together in Fairfax and Arlington Counties, and the Cities of Fairfax and Falls Church utilizes about 1,900 volunteers the last weekend of April to repair 55 single-family homes owned by very-low income, elderly, and disabled homeowners or non-profit shelters/group homes. RPJ Housing’s Hearts and ‘Hammers program is a year round, volunteer home repair program that addresses small repair needs in the homes of low income homeowners in Arlington and Fairfax Counties and the Cities of Fairfax, Falls, Church and Winchester, helping about 45 households each year. These two volunteer home repair programs provide a cost-effective response to preserving existing affordable owner-occupied housing by leveraging volunteer labor and community donations. Over 61,000 volunteers have repaired some 2,200 single-family homes using these programs.M4, Is, 16 17 18, 19. 20, 21 23. 24 2s, 2%, 2, 28. 29, 30. 31 Properties Developed by RPJ Housing: Westminster Oaks Townhouses, co-sponsored by Oxford Development and completed in 1983, sa SO-unit subsidized rental townhouse development in Farfex County. RPI Tousing owned a townhouse in Washington, DC, bought in 1989, which was operated as transitional housing for single men, known as Andrew House DC. PY Housing owns two atached single-family homes in Fairfax County, purchased in 1990, which ae ‘operated as transitional housing. University Gardens, co-sponsored withthe Korean Community Service Center, i a 65-unitretal complex for lowsincome elderly developed with HUD Section 202 funds, located in Silver Spring, MD, completed in 1991, PJ Housing purchased 8 units in Pinewood South Condominiums in 1991 for affordable rental housing. PJ Housing bought two units in the Villages Condominium in 1995, 4 unit in Pinewood South Condominiums in 1996, 8500 Laguna Court in Pinewood Lavns condo and 2 units in Prince George's County (1777 Countrywood Court and 614 Mt, Lubentia Court) to re-sell to fist time homebuyers. Mount Vernon Gardens wes acquired in 1993 and contains 34 affordable rental dwellings, (wo of which are used for transitional housing for families PJ Housing owns two units in Sequoyak Condominiums, acquired in 1996, which are operated as transitional housing for fais. In cooperation with the Silver Spring Interfaith Housing Coalition, RPJ Housing developed the 4-unit transitional housing facility at 1007 University Boutevard in Takoma Park, MD in 1996. Belvolr Plaza isa 4S-unit affordable reatal development in Fairfax Count, acquired in 1996. Orrington Court coatains 25 units of affordable rental housing in Falls Church, VA, purchased in 1997, ‘In partnership with PRS, RPJ Housing developed a permanent residence for petsons with mental ilness for the Intensive Supportive Housing Program in 2000, RPI Housing completed development of the Stevenson Court Condominium, & 16-unit townhouse community in Alexandra, VA, for purchase by moderate-income households in 2002. [RPJ Housing completed development ofthe $3-unit Parkview Manor Apartments in Hyattsville, MD with the assistance of low-income housing tax credits in 2002. [RPJ Housing purchased two units in 2003, beginning the scattered site Affordable Reatal Housing Program, [RPJ Housing sequired a unt in Elm Farm Trailer Parkc in 2003, [RPI Housing purchased the 80 unit FaifielW/Lynn D Apartments in Front Royal, VA, in 2004. PJ Housing purchased 3 units in 2004 for affordable rentals PJ Housing purchased 3 units in 2004 for resale to first time homebuyers [RPJ Housing purchased a 6-unit house in Annandale, VA in 2004 as a permanent residence for persons with disabilities, PJ Housing purchased a 4- unit apartment building in Fairfax County in 2004 for affordable rentals. 2. RPJ Housing purehased two L-unit apartment buildings in Arlington in 200 for affordable rentals. RRP) Housing purchased a 6-unit house in Fairfax, VA in 2006 as permanent residence for persons with disabilities. RRPJ Housing purchased the 34 unit Arbelo Apartmeats in Alexandria in 2006 to preserve as affordable rentals, [RPJ Housing purchased the 44 unit Lacy Court Apartments in Alexandria in 2006 to preserve as affordable rentals, RPJ Housing purchased a4 unit house in Arlington in 2006 as a permanent residence for persons with Aisabilt PJ Housing purchased the 41 unit Longview Terrace Apartments in Alexandria in 2007 to preserve as affordable rentals, [RPJ housing purchased a 5 unit house in Springfield in 2007 as a permanent residence for persons with disabilities, ‘RPT housing purchased a 5 unit house in Annandale in 2007 asa permanent residence for persons with disabilities. [RPF Housing purchased the 9 unit Garfield Gardens Apartments in Arlington in 2007 to preserve as affordable rentals [RPJ Housing purchased 2 four bedroom house in Fairfax County in 2008 to preserve as affordable rentalPURCHASE OPTION AND RIGHT OF FIRST REFUSAL AGREEMENT THIS PURCHASE OPTION AND RIGHT OF FIRST REFUSAL AGREEMENT. (“Agreement”) is made and entered into as of May 14, 2009 by and among ARBELO LIMITED PARTNERSHIP, a Virginia limited partnership (“Partnership”) and ROBERT PIERRE JOHNSON HOUSING DEVELOPMENT CORPORATION OF THE NATIONAL CAPITAL AREA, a Virginia nonprofit corporation (“Grantee”). WHEREAS, the Partnership has been formed to acquire, develop, finance, rehabilitate, own, maintain, operate and sell or otherwise dispose of a multifamily apartment complex intended for rental to low-income families, commonly known as Arbelo Apartments, and located in the City of Alexandria, Virginia (the “Apartment Complex”) on the land (the “Land”) more particularly described on Exbibit A attached hereto, which land is expected to being leased to the Partnership by the Grantee pursuant to a long-term ground lease; and WHEREAS, the Apartment Complex is or will be subject to one or more governmental agency regulatory agreements (collectively, the “Regulatory Agreement”) restricting its use to Iow-income housing (collectively, the “Use Restrictions”); and WHEREAS, Grantee and the Partnership desire to provide for the continuation of the Apartment Complex as low-income housing upon termination of the Partnership by Grantee or its Permitted Assignee (as hereinafter defined) by purchasing the Apartment Complex at the applicable price determined under this Agreement and operating the Apartment Complex in accordance with the Use Restrictions; and WHEREAS, as a condition precedent to the formation of the Partnership pursuant to the Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”), Arbelo ‘Associates, LLC, the general partner or the Partnership (the “General Partner”), has negotiated and required that the Partnership shall execute and deliver this Agreement in order to provide for such low-income housing, and the partners of the Partnership have consented to this Agreement in order to induce General Partner to execute and deliver the Partnership Agreement. NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, itis agreed as follows: 1. Grant of Option, ‘The Partnership hereby grants to Grantee an irrevocable option (the “Option”) to purchase the improvements, fixtures, and personal property comprising the Apartment Complex, located on the Land and owned by the Partnership at the time of purchase (the “Improvements”), after the close of the fifteen (15) year low-income housing tax credit compliance period for the Apartment Complex (the “Compliance Period”), as determined under Section 42(i)(1) of the Internal Revenue Code of 1986, as amended (the “Code”). 2, Grant of Refusal Right. In the event that the Partnership determines it desires to sell the Improvements, Grantee shall have a right of first refusal to purchase the Improvements (the “Refusal Right”) after the close of the Compliance Period, on the terms and conditions set forth in this Agreement and subject to the conditions precedent to exercise of the Refusal Right specified herein, Notwithstanding the foregoing, the Refusal Right may only be exercised underterms and conditions that satisfy the requirements of Section 42(()(7) of the Code. In addition to all other applicable conditions set forth in this Agreement: (a) the foregoing grant of the Refusal Right shall be effective only if Grantee is a qualified nonprofit organization, as provided for in Section 42(h) of the Code currently and remains so qualified until (i) the Refusal Right has been exercised and the resulting purchase and sale has been closed or (ii) the Refusal Right has been assigned to a Permitted Assignee as described in Section 8 hereof; and (b) any assignment of the Refusal Right permitted under this Agreement and Refusal Right so assigned shall be effective only if the Assignee is at the time of the assignment and remains at all times thereafter, a Permitted Assignee as described in Section 9 hereof, as determined in its judgment by counsel to the General Partner. Prior to accepting any bona fide offer to purchase the Improvements, the Partnership shall notify Grantee and the partners of such offer and deliver to each of them a copy thereof, The Partnership shall not accept any such offer unless and until the Refusal Right has expired without exercise by Grantee under Section 6 hereof, Neither a foreclosure by nor deed in Tiew of foreclosure transfer to any mortgagee holding a security interest in the Improvements shall be considered a sale, purchase or transfer for the purposes of this Agreement. The Grantee shall have the right to disapprove any refinancing of the Project prior to the exercise and closing or termination of the Refusal Rights, 3. Purchase Price Under Option. ‘The purchase price for the Improvements pursuant to the Option shall be the greater of the following amounts: ‘An amount sufficient (i) to pay all debts (including partner 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) to distribute to the partners of the Partnership cash proceeds equal to the taxes projected to be imposed on the partners of the Partnership as a result ofthe sale of the Improvements pursuant to the Option; or (@) Debt and Taxes. (®) — FairMarket Value. ‘The fair market value of the Improvements. 4. Purchase Price Under Reflusal Right. ‘The purchase price for the Improvements pursuant to the Refusal Right shall be equal to the sum of (a) an amount sufficient to pay all debts (including partner loans) and liabilities of the Partnership upon its termination and liquidation as projected to occur immediately following the sale pursuant to the Refusal Right, and (b) an amount sufficient to distribute to the Partnership cash proceeds equal to the taxes projected to be imposed on the partners of the Partnership as a result of the sale pursuant to the Refusal Right, In no event shall the purchase price as calculated hereunder be less than the minimum purchase price as defined in Section 42()(7) of the Code. The Grantee shall have the right to disapprove any refinancing of the Project prior to the exercise and closing or termination of the Refusal Rights. 5. Conditions Precedent. Notwithstanding anything in this Agreement to the contrary, the Option and the Refusal Right granted hereunder shall be contingent on the following: (@ Requisite Approvals. All required approvals and consents of lenders, including, without limitation, the City of Alexandria (the “City”) as a lender, and any other lenders, if any, shall have been obtained (the “Requisite Approvals”); and(b) Regulatory Agreement. Either (i) the Regulatory Agreement shall have been entered into and remained in full force and effect, and those Use Restrictions to be contained therein shall have remained unmodified as to material terms affecting the affordability of the Apartment Complex or income eligibility standards therein, or (ji) if the Regulatory ‘Agreement is no longer in effect, such Use Restrictions shall have remained in effect by other means and shall continue in effect by means of covenants recorded against the Land. If any or all of such conditions precedent have not been met, the Option and the Refusal Right shall be voidable by the Partnership, and the Apartment Complex may be sold or transferred in the sole discretion of the Partnership as otherwise provided in the Partnership Agreement, subject to the rights of lenders, if any, to the Partnership. 6. __ Exercise of Option or Refusal Right. The Option and the Refusal Right may each be exercised by Grantee by (a) giving written notice of its intent to exercise the Option or the Refusal Right to the Partnership and the General Partner in the manner provided herein, and (b) complying with the contract and closing requirements of Section 7 hereof. Any such notice of intent to exercise the Option shall be given not earlier than the last twelve (12) months prior to the end of the Compliance Period nor later than the end of the forty eighth (48") month following the end of the Compliance Period. Any such notice of intent to exercise the Refusal Right shall be given within sixty (60) days after Grantee has received the Partnership’s notice of its intent to sell the Improvements, In either case, the notice of intent to exercise the Option or the Refusal Right shall specify a closing date that will be no later than ninety (90) days from the date of the notice of intent to exercise; provided that such date is not prior to the end of the Compliance Period. If the foregoing requirements (including those of Section 7 hereof) are not met as and when provided herein, the Option or the Refusal Right, or both, as applicable, shall expire and be of no further force or effect. Upon notice by Grantee of its intent to exercise either the Option or the Refusal Right, the remaining unexercised right shall be voidable by the Partnership. 7. Contract and Closing. Upon exercise of the Option or the Refusal Right, the Partnership and Grantee shall exercising best efforts and good faith to enter into a written contract for the purchase and sale of the Improvements in accordance with this Agreement, which contract shall contain such other terms and conditions as are standard and customary for similar commercial real estate transactions in the geographic area in which the Improvements are located and provide for a closing not later than the date specified in Grantee’s notice of intent to exercise the Option or the Refusal Right, as applicable, which date shall not be inconsistent with the requirements of Section 6 hereto. In the absence of any such contract, this Agreement shall be specifically enforceable in accordance with its terms upon the exercise of the Option or the Refusal Right, as applicable. ‘The purchase and sale hereunder shall be closed through a deed- and-money escrow with the title insurer for the Improvements or another mutually acceptable title company. 8. Assignment, Grantee may assign all or any of its rights under this Agreement to (a) a qualified nonprofit organization, as defined in Section 42(h)(5)(C) of the Code, (b) a government agency, or (c) a tenant organization (in cooperative form or otherwise) or resident ‘management corporation of the Apartment Complex, that demonstrates its ability and willingness fo maintain the Improvements as low-income housing in accordance with any Use Restrictions and that otherwise meets the requirements of Section 42)(7)(4) of the Code (each a “PermittedAssignee”), subject to any Requisite Approvals; the prior written consent of the City and the partners, which shall not be unreasonably withheld if the proposed Permitted Assignee demonstrates that it is reputable and creditworthy and is a capable, experienced owner and operator of residential rental property; and if such assignment causes no adverse legal or tax consequences to the partners of the Partnership; and subject in any event to the conditions precedent to the Refusal Right and the Option set forth herein, Prior to any assignment or proposed assignment of its rights hereunder, Grantee shall give written notice thereof to the Partnership and the General Partner. Upon any permitted assignment hereunder, references in this Agreement to Grantee shall mean the Permitted Assignee where the context so requires, subject to all applicable conditions to the effectiveness of the rights granted under this Agreement and so assigned. No assignment of Grantee’s rights hereunder shall be effective unless and until the Permitted Assignee enters into a written agreement accepting the assignment and assuming all of Grantee’s obligations under this Agreement and copies of such written agreement are delivered to the Partnership. Except as specifically permitted herein, Grantee’s rights hereunder shall not be assignable. 9. Suecessors and Assigns, Termination, This Agreement shall be binding on the parties hereto, their heirs, successors, and assigns, However, this Agreement may not be assigned by any party hereto without the consent of the Partnership, nor may it be terminated without the consent of the General Partner, which consent shall not be unreasonably withheld. 11, Defined Terms. Capitalized terms used in this Agreement and not specifically defined herein shall have the same meanings assigned to them in the Partnership Agreement. 12, _ Severability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purposes of this Agreement is determined to be invalid and contrary to any existing or fature law, such invalidity shall not impair the operation of or affect those provisions of this Agreement which are valid. 13. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties shall not have signed the same counterpart. 14, No Continuing Waiver. The waiver by any party of any breach of this Agreement shall not operate or be construed to be a waiver of any subsequent breach. 15. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia, 16, Survival. This agreement shall not survive the foreclosure by or deed in liew of foreclosure to any mortgagee holding a security interest in the Improvements,PARTNERSHIP: ARBELO LIMITED PARTNERSHIP, a Virginia limited partnership By: Arbelo Associates, LLC, a Virginia limited liability company and its general partner By: Robert Pierre Johnson Housing Development Corporation of the National Capital Area, a profit cosporaton, its sole and ‘ooper-Levy Director/CEO GRANTEE: ROBERT PIERRE JOHNSON HOUSING DEVELOPMENT CORPORATION OF THE NATIONAL CAPITAL AREA, a Virginia nonprofit corporation a 1034502 5COUNTY OF Meg te, » COMMONWEALTH OF VIRGINIA Before me, the undersigned Notary Public in and for the aforesaid Commonwealth, personally appeared Herbert Cooper-Levy in his capacity as Executive Director/CEO of Robert Pierre Johnson Housing Development Corporation of the National Capital Area, the Sole and Managing Member of Arbelo Associates, LLC and being duly sworn, acknowledged the execution of the foregoing Purchase Option and Right of First Refusal Agreement. Witness my hand and notarial seal this [2th day of May, 2008. Lilie, Notary Public O2-24- A012 My Commission Expires: COUNTY OF Civ ) COMMONWEALTH OF VIRGINIA ) Before me, the undersigned Notary Public in and for the aforesaid Commonwealth, personally appeared Herbert Cooper-Levy in his capacity as Executive Director/CEO of Robert Pierre Johnson Housing Development Corporation of the National Capital Area, and being duly sworn, acknowledged the execution of the foregoing Purchase Option and Right of First Refusal Agreement. Witness my hand and notarial seal this (QIK aay of May, 2009, Notary Public My Commission Expires: _O2 - 24- 20(2 6Exhibit A Legal Description PARCEL ONE: Being part of the Easterly one-half of Lot numbered Two (2), as shown upon “Plat showing property of John W. Beckley Heirs’ attached to and made a part of Partition Deed of record in Liber 118, Page 195, Arlington County, Virginia land records and being more particularly described as follows: to-wit: BEGINNING at a point in the Northerly line of Bashford Road (which is 40 ft. wide) said point marking the present Southeasterly comer of original Lot 2; thence running with Bashford Road S. 88 degrees 51” West 74.82 feet to a point; thence leaving Bashford Road and running N. 1 degrees 09° W. 247.01 feet to a point; thence running parallel to Bashford Road N, 88 degrees 51° B. 74.82 feet to a point; thence running 8. 1 running parallel to Bashford Road N. 88 degrees 51° B, 74.82 feet to a point; thence running S. 1 degree 09° B, 247.01 feet to the point of beginning, containing 18,481 square feet. PARCEL TWO: Being the West one-half of Part of Lot numbered Two (2) as shown upon “Plat of Property of John W. Beckley Heirs’ attached to and made a part of partition Deed duly of record among the Arlington County, Virginia land records in Liber 118, page 195, and being more particularly described according to survey of Edward S. Holland, C.L.S., as follows: BEGINNING at a point in the northerly line of Bashford Road (40 feet wide) said point being in the westerly line of Original Lot 2 of John W. Beckley, Sr. Estate and running thence with westerly line N. 1 degree 09° West 247.01 feet to a point; thence parallel to Bashford Road N. 88 degrees 51° East 74.83 feet to a point; thence S. 1 degree 09° East 247.01 feet to a point in the said northerly line of Bashford Road; thence with said line 8. 88 degrees 51” West 74.83 feet to the point of beginning. Containing 18,434 square feet. LESS AND EXCEPT that certain portion conveyed to the Dept. of Highways recorded in Deed Book 738 at Page 652, to which reference is hereby made for a more particular description thereof. For derivation of title see Deed Book 040033918 at Page 1184 & Deed Book 040033919 at Page 1187,Excerpt from the minutes of the January 17, 2007 Meeting of the RPJ Housing board of directors Upon motion duly made and seconded, the RPJ Housing board of directors reaffirmed its policy about the input of low-income persons to the decisions it makes that affect them. Specifically the board adopted the following policy: PJ Housing has historically, and will continue to provide low-income residents residing in neighborhoods where RPJ Housing has undertaken and plans to continue to undertake affordable housing activities, the opportunity to address and advise the board of directors regarding all of its decisions in relation to the design, siting, development and ‘management of such activities and projects, RPJ Housing has historically and will continue to have a third of its board comprised of individuals who represent the low income community served by RPJ Housing. This can be accomplished by board ‘members being low-income residents residing in neighborhoods where RPJ Housing has undertaken and will continue to undertake affordable housing activities and projects, or individuals who live in such neighborhoods or individuals are elected by low income neighborhood organizations to serve on our board. Such board members have historically, and will continue to address and advise the organization regarding all of its decisions regarding housing activities and projects, In addition, the RP) Housing board of directors will invite to board meetings and receive adviee from other low-income residents residing in neighborhoods where RPJ Housing has undertaken and plans to ‘continue to undertake affordable housing activities and projects where there will be specific discussion and decision making regarding the design, siting, development and management of affordable housing activities and projects. Documentation of such low- income resident ation as cited above will be recorded in the minutes of RPYRPJ HOUSING DEVELOPMENT/SOUTHPORT FINANCIAL SERVICES CONSULTING AGREEMENT Parties: Applicants for Low Income Housing Tax Credits who are affiliates of Robert Pierre Johnson Housing Development Corporation (the “Applicants”) and Southport Financial Services, Inc. (the “Consultant”) Purpose: To prepare two — three applications for Low Income Housing Tax Credits to be submitted to VHDA by the 9% LIHTC application deadline of May 15, 2009 along with related Local CEO notification information to be submitted to VHDA by March 25, 2009. Responsibilities of Consultant: Consultant will undertake the following: Work with RPJ Housing to develop Financing Plan, Sources and Uses, Pro-forma. Draft application on VADA Excel form Coordinate submission of Local CEO notification information by Applicants on or before March 25, 2009 Advise Applicants re: choice of architect, market study provider, contractor, and surveyor and coordinate work of same as required for the LIHTC application Meet with VHDA and Applicants regarding potential debt financing to be provided by VHDA SPARC/REACH program, if VHDA financing is used. Meet with local lender and City of Alexandria if requested regarding construction Joan and secondary financing Obtain lender letters for VHDA LIHTC applications Obtain letters regarding provision of LIHTC equity from LIHTC equity providers, Obtain letters required from Alexandria Redevelopment and Housing Authority regarding Housing Voucher referrals. Coordinate submission of LIHTC application with support of RPJ Housing office staff on or before May 15, 2009. Oversee redevelopment of properties through the release of the stabilization equity payments. Responsibilities of Applicants: To engage architect(s) and market study provider(s) to provide required studies in timely manner to permit applications to be filed. To provide secretarial support to assemble package and provide scan of application through RPJ Housing’s Alexandria, VA office, Fee: Consultant will receive 25% of Developer Fees, payable as Developer Fees are paid to Applicants’ Developer(s). Fees will be payable to Consultant as fee is paid to Applicants’ Developer(s), including any deferred fee payable during the first five years after closing,TAB F (Architect’s Certification)on VHDA INSTRUCTIONS FOR THE COMPLETION OF APPENDIX F ARCHITECT’S CERTIFICATION (This Form Must Be Submitted Under Architect's Letterhead and included in the Application — Tab F) INOTE: ifthe development includes any combination of New Construction, Rehabilitation and [Adaptive Reuse, 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, If this ceritication is not completed correctly there may be loss of points or disqualification of the application to compete for tax credits. Ifthis development receives an allocation of tax credits and are not provided as indicated on this certification then VHDA may, at its sole option, require the payment by the Owner of an amount up to 10% of the Total Development Cost (as set forth in. the Application) of the development as liquidated damages for such violation or the total loss of ‘redits may result, Therefore, itis 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 Feet should be listed to two (2) decimal places. The number of units indicated should be only the units for which rent will be collected. For Average Unit Square Feet 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 Square Feet column should equal tem (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 inthe tax credit application. Accessibility certifications on page 8 are for tax credit point categories only and are riot to be confused with minimum code requirements. ‘The architect signing this document is certifying that ail unit and site amenities indicated in this certifcation are incorporated into the development plans and specifications and unit-by-unit work write-up, and that all products necessary to fulil 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. this instruction sheet as part oft (Acknowledge and inclu Acknowledged: Printed Name: CHARLES GReeniecka, 1Virginia Housing Development Authority (601 South Belvidere Street Richmond, Virginia 23220-6500 Attention: Jim Chandler RE: ARCHITECT'S CERTIFICATION Name of Development: Arbelo Apartments Address of Development 831-833 Bashford Lane, Alexandria, Virginia 22314 $e EBS assem Acai Vries 22) ‘Name of Owner/ Applicant: “Arbelo Limited Partnershij ‘The above-referenced Owner has asked our office to provide this certification regarding (i) plans and specifications, (ji) the development square footages, average unit square footages and net rental square footages, (ii) 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 VEIDA’s Qualified Allocation Plan for housing tax credits and future consequences for failure to provide items cettified below. Plans and Specifications: mn for all properties (new construction, rehabilitation and adaptive reuse) Required document 1A location map with property clearly defined. 2. Sketch plan of the site showing overall dimensions of main building(s), major site elements (e-., parking lots and location of existing 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 common areas; . Sketch floor plan(s) of typical dwelling unit(s); 4. 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. wits Ey EDG Architects, LLC {3 Bethesda Metro Center, Suite 110 wivwodgarcitets nat Bethesda, Maryland 20814 ‘Architectuto + Planning + Intorior Architecture (01) 654-0058» Fax (901) 907-7840ARCHITECT'S CERTIFICATION, continued THT TO) Separate cael of saa owtage= Eo z 1. Average Unit Square Feet: Measurements Inlude A Potts She Heated Residential Connon Alea ‘2 Net Rentable Sauté Feat! Measurements Do Not Inelide A Prorata Shate of Any Comimba sea’ 4 and Reflect All Floor Plans of Fach Unit TypeUU-BR, 2-BR, ete) FTaiy certication (These measurements impact the scoring of tax credit applications) 1. Average Unit Square Feet: For purposes of determining the usable residential heated square fee, the buildings) were measured from the ‘outside face of exterior walls and the centerline of any party walls. All unheated spaces and stairwells ‘which are no more than heated breezeways and nonresidential, income producing commercial spaces were subtracted from this measurement, Community rooms, laundry rooms, property management offices and apartments, heated maintenance facilites, 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: 30,997.84 (A) Total floor area in (sq ft.) forthe entire development 116.98 e (B) Unheated floor area (breezeways, balconies, storage) 0 - (C) Nonresidential, commercial (income producing) area T8805 (D) Total usable residential heated area (sq. ft.) for the development INSTRUCTIONS FOR AVERAGE UNIT SQUARE FEET CALCULATIONS: Provide the average unit size for each bedroom type, (1 bedroom elderly, 2 bedroom garden, 3 bedroom townhouse, etc.) by adding the total square feet ofall the same bedroom types (2 bedroom garden with 1 bath and 2 bedroom garden with 2 baths) and adding the prorated share of heated common residential space and divide by the total number of the same bedroom types (2 bedroom garden). Do not alter any items below. Average Number of Unit Types UnitSg.F* x Units/Type = Assisted Living 0.00 0 1 Story/EFF-Elderly 0.00 oO 1 Story/I BR-Elderly 0.00 0 1 Story/2 BR-Elderly 0 Efficiency Elderly eens 1 Bedroom Elderly oO 2.Bedrooms Elderly 0 Efficiency Garden g 1 Bedroom Garden 6 2-Bedrooms Garden 20 3 Bedrooms Garden 0 4 Bedrooms Garden 0 2 Bedrooms Townhouse 0 3 Bedrooms Townhouse a 4 Bedrooms Townhouse oO Total 34 Total + Including pro rata share of heated, residential common area Initils_GARCHITECT'S CERTIFICATION, continued 2. Net Rentable Square For purposes of calculating Net Rentable Square Feet, the units were measured from the face of each interior wal. The values below therefore indicate the actual square footage of each unt floorplan. (For example, there may be 2 distinct 1-bedroom floor plans, 3 distinct 2-bedroom floor plans, etc. The purpose of tis section of the Architect Certification isto document and certify the floor space attributable to residential rental unit in the development) Floor Plan Number of Units Unit Type Square Feet ‘This Floor Plan Total Efficiency 1 366.13, Efficiency 1 Efficiency 1 370.28 Efficiency i 379.72 Efficiency 1 304.52. Efficiency 1 347.68, Efficiency 1 410.93, Efficiency 1 22.14 Efficiency 0 0.00, Efficiency oO 0.00, Efficiency 0 Efficiency 0 Efficiency 0 Efficiency 0 Efficiency 0 1 Bedroom 670.93 2 1,341.86 1 Bedroom (689.54 4 2,758.16 1 Bedroom 0.00 0 0.00, 1 Bedroom 0.00) oO 0.00, 1 Bedroom 0.00, 0 (0.00) 1 Bedroom 0.00) 0 0.007 1 Bedroom 0.007 0 0.00, 1 Bedroom 0.00 0 0.00 1 Bedroom 0.00, 0 (0.007 1 Bedroom 0.00 0 0.00 1 Bedroom 0.007 0 0.00, 1 Bedroom 0.00, oO 0.00, 1 Bedroom 0.00, 0 0.00 1 Bedroom 0.00 0 0.007 1 Bedroom 0.00.(Net Rentable Square Feet continued) 2Bedroom 2. Bedroom 2Bedroom 2 Bedroom 2Bedroom 2 Bedroom 2Bedroom 2Bedroom 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 4Bedroom 4 Bedroom 4Bedroom 4Bedroom 4 Bedroom 4 Bedroom 4 Bedroom 4Bedroom 4 Bedroom 834,90 85444 872.88 895.38 0.00, 0.00 0.00 0.00, 0.00. 0.00, lolol) 0 o 0 0 oO 0 0 0 0 0 a 0 oO 0. oO 0 0 0 0 0 oO 0.00, 0.00 0.007 0.00, 0.00 0.00" 0.00. 0.00, 0.00 0.007 0.00, 0.00) 2SARCHITECT'S CERTIFICATION, continued Development Ameni 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 VADA's website at \wonu.vhda.com. For any development upon completion of construction/rehabilitation: (non-mandatory amenities) 0 -% a.(1) Percentage of 2 bedroom units that will have 1.5 or more bathrooms 0% a.(2) Percentage of 3 or more bedroom units that will have 2 or more bathrooms (DB The development will have a community/meeting room with a minimum of 749 square feet. 10) | % e. Percentage of exterior walls covered by brick (excluding triangular gable end area, doors windows and retaining walls) 4. All kitchen and laundey appliances meet the EPA's Energy Star qualified program requirements ¢. All windows meet the EPA's Biergy Star qualified program requirements £.Every unit in the development is heated and air conditioned with ether (i heat ‘pump units with both a SEER rating of 14.0 or more and a HSPF rating of 8.2 or ‘more 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 (i) airconditioning units with a SEER rating of 14.0 or more and a variable speed air handling unit, combined with gas farnaces with an AFUE rating of 90% or more Water expense willbe sub-metered (tenant will pay monthly or bi-monthly bill) hs Each bathroom consist only of low-flow faucets (2.2 gpm maximum) and showerheads (2.5 gpm maximum) i. Provide necessary infrastructare in all units for high speed cable, DS ‘wireless internet service (Oj. All water beaters will meet the EPA's Energy Star qualified program requirements Initials, gCERTIFICATION, continued For all developments exclusively serving elderly and/or handicapped tenants, upon completion of construction/rehabilitation: (non-mandatory amenities) 4. All cooking ranges will have front controls », All units will have an emergency call system . All bathrooms will have an independent or supplemental heat source 4. All entrance doors have two eye viewers, one at 48” and the other at standard height eee For all rehabilitation and adaptive reuse developments, upon completion of construction/ rehabilitation: (non-mandatory) T)_ The structure is listed individually in the National Register of Historie Places or is located in a registered historic district and certified by the Secretary of the Interior as being of historical significance to the district, and the rehabilitation will, be 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) h-Rise (8 or more stories with no structural elements being wood frame construction)ARCHITECT'S CERTIFICATION, continued Accessibility: [ certify that the development plans and specifications meet all requirements of the federal Americans With Disabilities Act. | certify that the development plans and specifications meet all requirements of HUD regulations interpreting 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 of the following point categories, as appropriate: (2 Forany non-elderly property in which the greater of 5 or 10% of the units () provide federal project-based rent subsidies or equivalent assistance in order to ensure occupancy by extremely low-income persons; (i)conform to HUD regulations interpreting accessibility requirements of section 504 of the Rehabilitation ‘Act; and (ii) are actively marketed to people with special needs in accordance with a plan submited as par ofthe Application. (If special needs include mobility impairments the units described above must inchade rollin showers and roll under sinks and front controls for ranges). 50 pts, (For any non-elderly property in witich the greater of 5 or 10% of the units (j) have rents within HUD's Housing Choice Voucher (“HCV") payment standard; (ii) conform to HUD regulations interpreting accessibility requirements of section 504 of the Rehabilitation Act; and (ii) are actively marketed to people with mobility impairments, including HCV holders, in accordance with a plan submitted as part the Application. 30 pts. For any non-elderly property in which at least four percent (446) of the units conform to HUD regulations interpreting accessibility requirements of section 504 of the Rebabilitation Act and are actively marketed to people with mobility impairments in accordance with a plan submitted as part of the Application, 15 pts. As architect of record for the above referenced development, the above certifications are comrect to the best of my knowledge. Signed Printed Name: Charles Greenber Tite: Principal Virginia Registration 012359 Phone: 301 654 0058 Date: May 13, 2009 NOTE TO ARCHITECT: Any change in this form may result in disqualification or a reduction of points under the scoring system. If you have any questions, please call Jim Chandler at VIDA (804) 343-5786, ‘Return this certification on Architect’s Letterhead to the developer for inclusion in theAppendix F _- VHDA's Universal Design Standards Certification [Units in the development will mect 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: 34. NOTE: For Elderly Developments, 100% of the units in the development must meet the Universal Design standards in order to qualify for points, For Family Developments, points are awarded based on a percentage of the number of units meeting the Universal Design standards. For the tax credit applicant to qualify for points associated with Universal Design, the architect of record must on VHDA's list of Universal Design certified architects. Initials &VODA Appendix F _ - EarthCraft or LEED Development Certification Kartheraft Certification - The development’s design meets the criteria for EarthCraft certification according to energy modeling projections and the areas of emphasis worksheet. Before issuance of IRS Form 8609, applicant will obtain and provide EarthCraft Certification to VADA. OC LEED Certification - The development's design meets the criteria for the U.S. Green Building Council LEED green building certification. Before issuance of IRS Form 8609, 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 certified architects, as appropriate, Signe: cS & oa Printed Name: Charles Greenberg Architect of Record (same individual as on page 8) Date: 5/13/09 10en ee Appendix F __- LEED Accredited Design Team Member Certification 1 2 3. Please identify the following information of the LEED Accredited Professional: Name: Donald Tucker Company: EDG Architects, LLC Tite Principal Phone Number: 301 654 0058 Fax Number: 301 9077840 Email: ‘dlucker@ahdt.com LList below the attributes of the proposed development which would or may qualify for points under the U.S. Green Building Council's LEED certification rating system: (Add space as necessary) . 8 Prerequisite 1 - Construction Activity Pollution Prevention . SS Credit 1 - Site Selection . ‘SS Credit 2 - Development Density & Community Connectivity . 8 Credit 4.1 - Alternative Transportation - Public Transportation Access . SS Credit 4.4 - Alternative Transportation - Parking Capacity . WE Credit 1.2 - Water Efficient Landscaping - No Potable Water Use or No Irrigation . WE Credit 3.1 - Water Use Reduction - 20% Reduction . MR Prerequisite I - Storage & Collection of Recyclables . ‘MR Gredit 1.1 ~ Building Reuse - Maintain 75% of Existing Walls, Floors, Roof . MB Credit 1.3 - Building Reuse - Maintain 50% of Interior Non-Structural Elements . BQ Credit 4.1 - Low-Emiting Materials - Adhesives & Sealants . EQ Credit 4.2 - Low-Emitting Materials - Paints & Coatings . EQ Credit 4.4 - Low-Emitting Materials - Composite Wood & Agrifber Products . ID Credit 2 - LEED Accredited Professional 05/13/09 Date ‘Signature of FEED Accredited Professional ** * This page must include items that would qualify for points under the LEED certification system. No points will be awarded in this category if nothing 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, 1"Certificate of Completion harles Greenberg Has Successfully Completed a Basic Course in Universal Design on January 22, 2008 Virginia Housing Development Authority ue ee Le ee VHDA Affordable Housing Starts Here * WE Fuller Gait Marie Braham William E. Fuller Gall Marie Braham Senior Community Housing Officer Community Outreach Program CoordinatorEarthCraft Virginia Multifamily Training I | Charles Greenberg | has successfully completed 6.0 hours of the EarthCraft Developer Training for the | EarthCraft House Program and is educated in its policies and procedures. | May 31, 2007 | Chuk BowlesThe U.S. Green Building Council hereby certifies that Donald Tucker has successfully demonstrated knowledge of the green building design and construction industry and the Leadership in Energy and Environmental Design (LEED®) v2. Green Building Rating System, Resources and Process required to be awarded the title of LEEDe v2 Accredited Professional ObKe j2— Kevin Hydes, Chairman S. Richard Fedrizzi, President, CEO and Founding ChairmanRelocation Assistance PlanArbelo Limited Partnership Tab G ‘Arbelo Apartments Relocation Plan ARBELO LIMITED PARTNERSHIP VIRGINIA HOUSING DEVELOPMENT AUTHORITY LOW INCOME HOUSING TAX CREDIT MULTIFAMILY TENANT RELOCATION PLAN Arbelo Limited Partnership, under the VHDA Tax Credit Program, plans to rehabilitate the Arbelo Apartments multifamily housing property in order to improve the living environment for the tenants, VHDA’s approval of financial assistance for this project is premised on Arbelo Limited Partnership's certification of compliance with the VHDA standards for the provision of assistance to tenants who must relocate because of changes in the use or condition of their rental units. This Tenant Relocation Plan outlines the key contact persons tenants can reach to address questions and concerns about the project, the anticipated scope and phasing of the work, the ‘methods by which renovation and relocation plans will be communicated to tenants, the process for tenant notification of relocation, the relocation payments and services that will be provid anticipated changes in rent and rental policies after the project ends, and plans to minimize construction impact on occupied units CONTACT INFORMATION Owner’s Name: Arbelo Limited Partnership Contact Person: Herb Cooper-Levy ‘Address: 8 West Nelson Ave #B-1, Alexandria, VA 22301 Phone Number: 703-549-7170 x13 Email: herbel@rpjhousing.org Developer’s Name: Robert Pierre Johnson Housing Development Corporation Contact Person: Herb Cooper-Levy ‘Address: 8 West Nelson Ave #B-1, Alexandria, VA 22301 Phone Number: 703-549-7170 x13 Email: herbel@rpjhousing.org Management Company Name: Robert Pierre Johnson Housing Development Corporation (RPJ Housing) Contact Person: Terry Newton, Director of Property Management & Maintenance Address: 8 West Nelson Ave #B-1, Alexandria, VA 22301 Phone Number: 703-549-7170 x11 Email: terryn@rpjhousing.org SCOPE AND PHASING OF WORK The rehabilitation work at Arbelo will include exterior renovations such as landscaping, improved lighting, and driveway pavement and sidewalk repairs, Electrical service to the building will be upgraded and service to each unit will be increased. The roof on each building will also be replaced and sloped to allow better drainage. Each unit will have new windows and a new individual, electrical heating/cooling system. All apartments will be repainted and get 1new carpeting, and the appliance packages, fixtures, cabinets, and countertops in each unit will be replaced, including the addition of new dishwashers. A hardwired smoke detector system and a telephone entry system will be installed in each building, In addition, two units will be made accessible for persons with disabilities. Construction is planned to begin in October 2009 and will last approximately eight months. The scope of rehabilitation for this property demands that Arbelo Limited Partnership temporarily relocate income-eligible tenants to ensure their health and safety, and to maximize the contractor's efficiency so the units can be re-occupied as soon as possible. Construction will take place in two phases, such that one building at a time will be renovated. We anticipate each building will take approximately four months to complete. Units will be taken off-line as they are vacated once we receive notification of an award of tax credits, We anticipate we will have six to cight units available for relocation at the property prior to the onset of construction, As a result, we ccan relocate six to eight households on site, and we will have to find alternative temporary housing in the community for another nine to eleven households in order to empty one full building for construction. Households will be relocated to similarly sized units either on-site or in the ‘community. ‘The relocation consultant will work with the Partnership's management company, RPI Housing, to first identify apartments in RPJ Housing’s apartment properties which may be available for tenants’ temporary use. If there are no units in RPJ Housing’s stock, the relocation consultant will then use the City of Alexandria's Rental Housing Guide and coordinate with Housing and Community Services of Northem Virginia to identify potential rental properties with available units, Tenants in temporary units will then be retumed to their original units and tenants from the second building will be femporarily relocated to available, renovated units in the first building and altemnative temporary housing in the community for a period of approximately four months, Toward the end of the four month period, those tenants in temporary, renovated units will be surveyed to determine whether they wish to remain in their renovated unit or to return to their original apartment. COMMUNICATION OF R OVATION AND RELOCATION PLANS Arbelo Limited Partnership will initially notify tenants of the rehabilitation work to be performed at the Arbelo Apartments upon approval of the ap i project. Tenants will receive written notification of the planned renovations, the tentative timetable for renovations, their general relocation rights, the broad types of relocation services and assistance that will be provided, and who to contact for more information, This notice will be provided in English and Spanish (if necessary), and interpreters will be made available to explain the notice to tenants that speak other languages. Arbelo Limited Partnership will also schedule periodic resident meetings to update tenants on construction progress and any changes in the construction timetable, answer questions about construction and relocation, and obtain tenant input and feedback regarding the renovation process. Interpreters for non-English speaking persons will be made available at these meetings. NOTIFICATION OF RELOCATION Arbelo Limited Partnership will issue a written Notice to Vacate to affected tenants no later than 120 days prior to the date construction is to commence. Tenants will be notified that they must either temporarily or permanently relocate, and will receive information on the temporary orpermanent relocation options, payments, and services described below. ‘This notice and information will be provided in the primary language of the tenant, RELOCATION PAYMENTS AND SERVICES TO BE OFFERED Arbelo Limited Partnership will take all reasonable steps to avoid displacement as a result of this project. Income eligible occupants of units to be rehabilitated shall be provided a reasonable opportunity to lease and occupy a suitable, decent, safe, sanitary and affordable dwelling unit in the building/complex following completion of the project. Tenant Eligibility for Temporary Relocation Assistance: Tenants who are eligible for relocation assistance are those living in units requiring substantial rehabilitation that could expose tenants to severe disruptions in their living area, health and safety risks and/or cause damage to their personal property contained in the unit. Such situations may include lack of access to hot and cold running water, electricity, heating/cooling systems, water closets, bathtubs/showers or proper ventilation; exposure to structural hazards such as deteriorated or inadequate flooring, wiring, plumbing, mechanical or electrical equipment; faulty weather protection (e.g. ineffective waterproofing); inadequate exitways; or conditions that increase the likelihood of a fire or contact with hazardous materials. Tenants who submit their 30-day notice to vacate their unit prior to notification from property management that they must relocate will not be eligible for relocation assistance. Types of Temporary Relocation Assistance: In addition to providing temporary housing in a unit with a similar number of bedrooms at the same gross monthly rent the tenant currently pays, Arbelo Limited Partnership will provide: ‘* Moving services from a licensed and bonded, reputable moving company to help tenants move from their original units to temporary units, and in some cases, to return to their original units. * Coordination with Section 8 regarding HQS inspections of temporary units and transfers of Section 8 vouchers on a temporary basis. ‘* Reimbursement for all reasonable out-of-pocket expenses incurred in connection with the temporary relocation, including: © the cost of moving the tenant and the tenant’s personal property to and from the temporarily occupied housing (or the cost of a one-way move if the tenant elects in writing to move to a renovated unit and not return to his or her original unit), © storage of personal property for less than 12 months, © utility hookups, including reinstallation of telephone and cable television service, © the replacement value of property lost, stolen, or damaged in the process of moving where insurance covering such loss, theft or damage is not reasonably available, © other moving-related expenses Arbelo Limited Partnership deems reasonable and necessary. Only expenses verified by receipts or invoices will be reimbursed. Claims for relocation reimbursement must be filed with the property manager within 18 months after the date of displacement (¢.g., the last day of the actual move). Advance payments may be available on a case-by-case basis for tenants who would otherwise experience financial hardship. ‘ Appropriate advisory services, including reasonable advance written notice of© The date and approximate duration of the temporary relocation; © The address of the suitable, decent, safe and sanitary unit to be made available for the temporary period; ©. The terms and conditions under which the tenant may lease and occupy a suitable, decent, safe and sanitary dwelling in the building/complex upon completion of the project; and © The assistance, the estimated dollar amount of assistance and the procedures for obtaining assistance * Assistance with the completion of claim forms that must be filed to obtain relocation reimbursements. ‘Arbelo Limited Partnership will only refer tenants to comparable temporary replacement dwellings outside its own stock of available units at Arbelo Apartments if thete are no comparable units available in stock. In this case, the relocation consultant will advise the tenant of replacement opportunities that, to the extent possible, provide a choice between relocating within the displacement neighborhood and other neighborhood: Once the tenant’s original unit is ready for occupancy, the tenant will be able to choose one of ‘two options: (1) to return to their original unit, or (2) to stay in the unit they currently occupy (the “replacement unit”). The tenant will then be required to sign a new lease and pay the established rent for the unit Tenant Permanent Relocation Eligibility: Currently, Arbelo Apartments houses seven tenants ‘who may need to be permanently displaced because they have incomes that are higher than the ‘maximum allowed under the Low Income Housing Tax Credit program. Upon notice of a tax credit award, the Partnership will provide these tenants a 120-day Notice to Vacate per Section 55-222 of the Code of Virginia and the Virginia Condominium Act and Section 55-79.94 (b) as amended in 1980, Tenants will be provided assistance from a relocation consultant to find new permanent rental housing options and coordinate their moves. Prior to returning to their renovated units, Arbelo tenants will be required to submit verification of income, assets and household size to determine their eligibility to remain at the property once Low Income Housing Tax Credits are awarded. Tenants who do not meet Low Income Housing tax credit eligibility requirements may receive a notice to vacate the development permanently (c.g. if tenant does not meet the income limits established by the VHDA Low Income Housing Tax Credit program). If such action is necessary, Arbelo Limited Partnership will provide relocation payments for unfurnished dwelling units 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: Number of rooms of furniture Relocation Payment room $550 2 rooms $750 3 rooms $950 4 rooms $1150 5 rooms $1350At least half of the relocation payment will be made when a tenant gives a definite move out date. The remainder will be paid when the tenant actually vacates, Relocation payments for situations in which tenants have not yet received their 120-day notice to vacate but have compelling reasons to move early will be considered on a case by case basis. If the leaseholder’s gross income is less than 50% of the applicable Area Median Gross Income adjusted for household size, Arbelo Limited Partnership will provide a relocation payment of twice the amount listed above, Arbelo Limited Partnership will also provide other forms of permanent relocation assistance, such as expediting return of security deposits or allowing tenants to apply security deposits to their last month’s rent; contacting comparably priced rental complexes to request priority for persons being displaced; providing transportation for elderly or disabled tenants who need to look at other housing; and offering moving services to help move furnishings. Such assistance will be offered during regular business hours, evenings and weekends. ANTICIPATED RENTS AND RENTAL POLICIES AFTER THE CHANGES Once renovations to a building are complete, rents will be adjusted to reflect the improvements made to the property and the rent affordability restrictions required by the Virginia Housing Development Authority Low Income Housing Tax Credit program. The anticipated rents for Arbelo are: $580-750/month $775/month $910-81,185/month Arbelo Limited Partnership will institute policies on tenant income limits; reporting changes in income or household size and composition; eligibility of full time students; asset verification; annual income recertification; and annual unit inspections consistent with IRC Section 42. Rental_of units accessible to_persons with disabilities: When units that are accessible to individuals with disabilities become available, they must be rented to households that need the accessible features at the point of move-in. Current residents at Arbelo who have a need for an accessible unit and would like to move into these units as they become available can submit a written request for an accessible unit to the property manager. Requests will be honored on a first come, first served basis to qualified households. If no current residents need accessible units, these units will be rented to the first household that has a member who indicates a need for the accessibility features which is documented in writing by a health professional AND meets the tenant eligibility criteria for the Low Income Housing Tax Credit program. The unit will remain vacant until itis leased to a household with these qualifications. PLAN TO MINIMIZE CONSTRUCTION IMPACT ON OCCUPIED UNITS Tenants will be allowed to occupy their units while renovations are performed so long as the work will not severely disrupt their living area, expose tenants to health and safety risks and/or cause damage to their personal property. However, some renovations will involve brief distuptions to daily home living. In an effort to minimize these disruptions and to protect tenants’ belongings, management will:© Notify tenants in advance when services such as power, water, laundry and parking will be unavailable. ‘© Schedule renovation work during daytime hours, when tenants are more likely to be awake and outside their units (e.g, at jobs, school, or in the community). ‘* Require contractors to ensure occupied units have running water available in the kitchen and bathroom sinks, toilet, and bathtub/shower and have at least two electrical outlets are available for use in the mornings and evenings and on weekends. * Allow tenants to store fragile personal items in a locked storage area.TAB H (PHA/Section 8 Notification Letter)Saton VHDA PHA or Section 8 Notification Letter (This Form Must Be Included With Application) March 30, 2009 TO: Alexandria Redevelopment & Housing Authority 48 Roth Street Alexandria, VA 22314 Attention: Section 8 or PHA Waiting List Administrator RE: PROPOSED AFFORDABLE HOUSING DEVELOPMENT Name of Development: _Arbelo Apartments Name of Owner: Arbelo Limited Partnership | would like to take this opportunity to notify you of a proposed affordable housing development to be completed in your jurisdiction. We are in the process of applying for federal low-income housing tax credits from the Virginia Housing Development Authority (VHDA). We expect to make a representation in that application that we will give leasing preference to households on the local PHA or Section 8 waiting list. Units are expected to be completed and available for occupancy beginning April 2011 The following is a brief description of the proposed development: Development Address (should correspond to |.A.2 on page 1 of the Application): 831 — 833 Bashford Lane, Alexandria, VA 22314 Proposed Improvements: (Should correspond with |.B & D and IIIA of the application) (New Construction: # Units # Buildings _ Total Gross Floor Area (Adaptive Reuse: __ #Units # Buildings " Total Gross Floor Area & Rehabilitation: "34 #Units 2 # Buildings 30,998 Total Gross Floor Area sqft Proposed Rents (should correspond with VII.C of the Application): Xl Efficiencies: $ _§80&750__/ month &] 1 Bedroom Units: $775 J month [Xl 2 Bedroom Units: $ _910 & 1,485 / month 3S / month $ J monthPHA or SEC 8 Notification Letter, continued Other Descriptive Information (should correspond with information in the application): The Arbelo Apartments renovation will include driveway, parking lot and landscaping Improvements, and a roof replacement. Interior renovations will include new kitchen and bathroom appliances and fixtures, new windows, upgraded plumbing and electrical systems, and new HVAC systems. Two efficiency units will be converted to Type A accessible units. We will appreciate your assistance in identifying qualified tenants. If you have any questions about the proposed development, please call me at (703) 549-7170 x13. Please acknowledge receipt of this letter by signing-below and returning it to me. Seen and Acknowledged By Printed Name: lexan Ket @- Title: Vv cera FE Koused eat pec. Phone: _@d3-SY¢-TUS Sob Bie Date:_ S/ 3/09 NOTE: Any change in this form letter may result in a reduction of points under the scoring system. If you have any questions, please call Jim Chandler at VHDA (804) 343-5786.TAB I (Local CEO Letter)OFFICE OF THE CITY MANAGER 301 King Street, Suite 3500 Alexandria, Virginia 22314-3211 JAMES K. HARTMANN (703) 838-4300 City Manager For: (703) 838-6343, May 11,2009 Mr. Jim Chandler Virginia Housing Development Authority 601 South Belvidere Street Richmond, Virginia 23220 VHDA Tracking Number: 2009-2-009 Development Name: TArbelo Apartments a Name of Owner/Applicant: ‘Arbelo Limited Partnership 7 Dear Mr. Chandler: ‘The construction or rehabilitation of the above-named development and the allocation of federal housing tax credits available under IRC Section 42 for said development will help to meet the housing needs and priorities of the City of Alexandria. Accordingly, the City of Alexandria supports the allocation of federal housing tax credits requested by Arbelo Limited Partnership for this development. Yours truly, Ke James K, Hartmann City ManagerTAB J (Homeownership Plan) N/ATAB K (Site Control Documentation)OPTION TO PURCHASE This Option to Purchase (the "Option") is given on May 14, 2009, by ROBERT PIERRE JOHNSON HOUSING DEVELOPMENT CORPORATION OF THE NATIONAL CAPITAL AREA, a Virginia nonprofit corporation, whose address is 8 Nelson Avenue, Apt. Bl, Alexandria, Virginia 22301 ("RPS"), to ARBELO LIMITED PARTNERSHIP, a Virginia limited partnership, whose address is 8 W. Nelson Avenue, Apt. BI, Alexandria, Virginia 22301 ("Arbelo"), WHEREAS, in order to finance the acquisition and renovation of two multifamily apartment buildings commonly referred to as Arbelo Apartments, located in the City of Alexandria, Virginia on land more particularly described in Exhibit A (the "Property"), Arbelo has applied for tax credits pursuant to the Virginia Housing Development Authority's 2009 Federal Low Income Housing Tax Credit Program Application (the " Application"); WHEREAS, RPJ is the owner of the Property and is the borrower of a loan made by the City of Alexandria (the "City"), which loan is secured by the Property; WHEREAS, RPJ and Arbelo have entered into an option to lease the land underlying the improvements of the Property, dated as of the date hereof, WHEREAS, RPJ wishes to grant Arbelo an option to purchase the improvements on the Property, including without limitation, the two multifamily apartment buildings (the "Improvements") contingent upon an award of tax credit allocation pursuant to the Application; and WHEREAS, Arbelo wishes to accept the option on the condition that it receives an award of tax credit allocation pursuant to the Application. NOW, THEREFORE, in consideration of the premises contained in this Option, the parties agree as follows: 1. Grant of Option. RPJ, upon receipt of an award of tax credit allocation by Arbelo and in consideration of $1.00, which shall be non-refundable, paid by Arbelo to RP, receipt of which is hereby acknowledged, grants to Arbelo the exclusive right and option to purchase, on the following terms and conditions, the Improvements. In the event that Arbelo does not receive an award of tax credit allocation pursuant to the Application by the below-defined Expiration Date, this Option will automatically terminate, 2. Option Period. The term of this Option shall commence on the date of the tax credit allocation award, if any ("Allocation Date"), and continue until 5:00 p.m. on May 15, 2010 (the "Expiration Date"), 3. Purchase Price of Property. ‘The full purchase price of the Improvements shall be equal to Four Million Three Hundred Fifty Thousand and No/100s Dollars KHIMIBI($4,350,000) (the "Purchase Price"), which amount will be payable as provided by further agreement of the parties if Arbelo elects to exercise this Option. 4. Application of Consideration to Purchase Price. If Arbelo elects to purchase the Improvements under the terms and conditions of this Option, the consideration paid for this Option will not be applied to the Purchase Price. 5. Exercise of Option, Arbelo may exercise this Option by giving RPJ vaitten notice, signed by Arbelo, on or before the Expiration Date. 6. Proof of Title. RPJ will, at Arbelo’s expense, furnish Arbelo a policy of title insurance, written by a title insurer acceptable to Arbelo, insuring the title to the Improvements to be free and clear of all defects (subject to any encumbrances and approvals of the City of Alexandria). 7. Failure to Exercise Option. If Arbelo does not exercise this Option in accordance with its terms and before the Expiration Date, this Option and the rights of Axbelo will automatically and immediately terminate without notice. In the event Arbelo fails to exercise this Option, RPJ will retain the sum paid as consideration for this Option. 8. Notices. All notices provided for in this Option will be deemed to have been duly given if and when deposited in the United States mail with proper and sufficient postage affixed, properly addressed to the party for whom intended at the party's address listed above, or when delivered personally to such party. 9. Binding Effect. This Option will be binding upon and inure only to the benefit of the parties to it 10. Choice of Law: This Option shall be governed by and construed in accordance with the laws of the Commonwealth of Virgi [Signature Page Follows] KH IMI3.In witness whereof, RPJ has executed this Option on the date first written above. ROBERT PIERRE JOHNSON HOUSING DEVELOPMENT CORPORATION OF THE NATIONAL CAPITAL AREA SKNOWLEDGED AND ACCEPTED: ARBELO LIMITED PARTNERSHIP, a Virginia limited partnership By: Arbelo Associates, LLC, its General Partner By: Robert Pierre Johnson Housing Development Corporation of the National Capital Area, a Virginia nonprofit corporation, Managing Member and Sole Member Director/CEO KH 1341131 3EXHIBIT A Property Description PARCEL ONE: Being part of the Easterly one-half of Lot numbered Two (2), as shown upon “Plat showing property of John W. Beckley Heirs’ attached to and made a part of Partition Deed of record in Liber 118, Page 195, Arlington County, Virginia land records and being more particularly described as follows: to-wit: BEGINNING at a point in the Northerly line of Bashford Road (which is 40 ft. wide) said point marking the present Southeasterly comer of original Lot 2; thence running with Bashford Road S. 88 degrees, 51’ West 74.82 feet to a point; thence leaving Bashford Road and running N. 1 degrees 09° W. 247.01 feet to a point; thence running parallel to Bashford Road N. 88 degrees 51” E, 74,82 feet to a point; thence rmning S. 1 running parallel to Bashford Road N. 88 degrees 51” E, 74.82 fect to a point; thence running S. 1 degree 09° E. 247.01 feet to the point of beginning, containing 18,481 square feet. PARCEL TWO: Being the West one-half of Part of Lot numbered Two (2) as shown upon “Plat of Property of John W. Beckley Heirs’ attached to and made a part of partition Deed duly of record among the Arlington County, Virginia land records in Liber 118, page 195, and being more particularly described according to survey of Edward S. Holland, C.L.S., as follows: BEGINNING et a point in the northerly line of Bashford Road (40 feet wide) said point being in the westerly line of Original Lot 2 of John W. Beckley, Sr. Estate and running thence with westerly line N. 1 degree 09° West 247.01 feet to a point; thence parallel to Bashford Road N. 88 degrees 51’ East 74.83 feet to a point; thence S, 1 degree 09° East 247.01 feet to a point in the said northerly line of Bashford Road; thence with said line S. 88 degrees 51” West 74.83 feet to the point of beginning. Containing 18,434 square feet. LESS AND EXCEPT that certain portion conveyed to the Dept. of Highways recorded in Deed Book 738 at Page 652, to which reference is hereby made for a more particular description thereof, For derivation of title see Deed Book 040033918 at Page 1184 & Deed Book 040033919 at Page 1187. KH S413OPTION TO LEASE This Option to Lease (the "Option") is given on May 14, 2009, by ROBERT PIERRE JOHNSON HOUSING DEVELOPMENT CORPORATION OF THE. NATIONAL CAPITAL AREA, a Virginia nonprofit corporation, whose address is 8 W. Nelson Avenue, Apt. B1, Alexandria, Virginia 22301 ("RPI"), to ARBELO LIMITED PARTNERSHIP, a Virginia limited partnership, whose address is 8 W. Nelson Avenue, Apt. BI, Alexandria, Virginia 22301 ("Arbelo"). WHEREAS, in order to finance the acquisition and renovation of two multifamily apartment buildings commonly referred to as Arbelo Apartments, located in the City of Alexandria, Virginia on land more particularly described in Exhibit A (the "Property"), Arbelo is applying for tax credits pursuant to the Virginia Housing Development Authority's 2009 Federal Low Income Housing Tax Credit Program Application (the "Application"); WHEREAS, RP is the owner of the Property and is the borrower of a loan made by the City of Alexandria (the "City"), which loan is secured by the Property; WHEREAS, RPI wishes to grant Arbelo an option to lease the land underlying the improvements of the Property (the "Land") under a long-term ground lease (the “Ground Lease”) contingent upon an award of tax credit allocation pursuant to the Application; and WHEREAS, Arbelo wishes to accept the option on the condition that it receives an award of tax credit allocation pursuant to the Application, NOW, THEREFORE, in consideration of the premises contained in this Option, the parties agree as follows: 1. Grant of Option. RPJ, upon receipt of an award of tax credit allocation by Arbelo and in consideration of $1.00, which shall be non-refundable, paid by Arbelo to RPI, receipt of which is hereby acknowledged, grants to Arbelo the exclusive right and option to lease, on the following terms and conditions, the Land pursuant to the Ground Lease. In the event that Arbelo does not receive an award of tax credit allocation pursuant to the Application by the below-defined Expiration Date, this Option will automatically terminate. ‘The Ground Leese shall be for a term of 75 years, have a rent of $1.00 per annum and shall be acceptable to the City in its reasonable discretion. 2. Option Period. The term of this Option shall commence on the date of the tax credit allocation award, if any ("Allocation Date"), and continue until 5:00 p.m, on ‘May 15, 2010 (the "Expiration Date"). 3. __Arbelo will be permitted to assign or encumber its leasehold interest under the Ground Lease as security for debt financing for the Project. Such assignments or encumbrances will be subject to the approval of RPJ and the City, as applicable, KH 13411214, This Option shall not be recorded, although the Ground Lease is expected to be recorded or memorialized in the appropriate office of public records. All costs of transfer and recordation will be bomne by the Arbelo as a project expense, and not by RPI. 5. Exercise of Option. Arbelo may exercise this Option by giving RPJ written notice, signed by Arbelo, on or before the Expiration Date. 6. Proof of Title. RPJ will, at Arbelo's expense, furnish Arbelo a policy of title insurance, written by a title insurer acceptable to Arbelo, insuring the title to the Property to be free and clear of all defects (subject to any City encumbrances and approvals). 7. Failure to Exercise Option. If Arbelo does not exercise this Option in accordance with its terms and before the Expiration Date, this Option and the rights of Arbelo will automatically and immediately terminate without notice. In the event Arbelo fails to exercise this Option, RPJ will retain the sum paid as consideration for this Option. 8. Notices, Ail notices provided for in this Option will be deemed to have been duly given if and when deposited in the United States mail with proper and sufficient postage affixed, properly addressed to the party for whom intended at the party's address listed above, or when delivered personally to such party. 9. Binding Effect. This Option will be binding upon and inure only to the benefit of the parties to it. 10, Choice of Law: This Option shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. {Signature Page Follows] KH 11121In witness whereof, RPJ has executed this Option on the date first written above. ROBERT PIERRE JOHNSON HOUSING DEVELOPMENT CORPORATION OF THE NATIONAL CAPITAL AREA ferbert Cooper-Levy Execufive Director/CEO ACKNOWLEDGED AND ACCEPTED: ARBELO LIMITED PARTNERSHIP, a Virginia limited partnership By: Arbelo Associates LLC, its General Partner By: Robert Pierre Johnson Housing Development Corporation of the National Capital Area, a Virginia nonprofit corporation, Managing Member and Sole Member By ris Cobper-Levy Executjfe Djrector/CEO KH 341121 3EXHIBIT A Property Description PARCEL ONE: Being part of the Easterly one-half of Lot numbered Two (2), as shown upon “Plat showing property of John W. Beckley Heirs’ attached to and made a part of Partition Deed of record in Liber 118, Page 195, Arlington County, Virginia land records and being more particularly described as follows: to-wit: BEGINNING at a point in the Northerly line of Bashford Road (which is 40 ft. wide) said point marking the present Southeasterly comer of original Lot 2; thence running with Bashford Road S. 88 degrees 51° West 74.82 feet to a point; thence leaving Bashford Road and running N. 1 degrees, 09° W. 247.01 feet to a point; thence running parallel to Bashford Road N. 88 degrees 51” B, 74,82 feet to a point; thence running S. 1 running parallel to Bashford Road N. 88 degrees 51° E. 74.82 feet to a point; thence running S. 1 degree 09° E. 247.01 feet to the point of beginning, containing 18,481 square feet. PARCEL TWO: Being the West one-half of Part of Lot numbered Two (2) as shown upon “Plat of Property of John W. Beckley Heirs” attached to and made a part of partition Deed duly of record among the Arlington County, Virginia land records in Liber 118, page 195, and being more particularly described according to survey of Edward S. Holland, C.L.S,, as follows: BEGINNING at a point in the northerly line of Bashford Road (40 feet wide) said point being in the westerly line of Original Lot 2 of John W. Beckley, Sr. Estate and running thence with westerly line N. 1 degree 09° West 247.01 feet to a point; thence parallel to Bashford Road N. 88 degrees 51° Hast 74.83 feet to a point; thence S, 1 degree 09° Fast 247.01 feet to a point in the said northerly line of Bashford Road; thence with said line 8. 88 degrees 51’ West 74.83 feet to the point of beginning, Containing 18,434 square feet. LESS AND EXCEPT that certain portion conveyed to the Dept. of Highways recorded in Deed Book 738 at Page 652, to which reference is hereby made for a more particular description thereof. For derivation of title see Deed Book 040033918 at Page 1184 & Deed Book 040033919 at Page 1187. KH 1341121TAB L (Plan of Development Certification Letter)DEPARTMENT OF PLANNING AND ZONING 301 King Street, Room 2100 Alexandriavagov P.O. Box 178 Phone (703) 838-4656 ‘Alexandria, VA 22313 ax (703) 838-6393 May 11, 2009 TO: — Virginia Housing Development Authority RE: 601 South Belvidere Street hmond, Virginia 23220 Attention: Jim Chandler PLAN OF DEVELOPMENT CERTIFICATION Name of Development: _Arbelo Apartments Name of Owner/Applicant: “Arbelo Limited Partnershi Name of Seller/Current Owner: “Robert Pierre Johnson Housing Development Corporation of the National Capital Area, Inc. 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 for the purpose of confirming the status of plan of development or site plan approval of the Development. It is understood 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 by the Owner) Development Address (should correspond to I.A.2 on page 1 of the application) 831-833 Bashford Lane, Alexandria, Virginia 22314 Legal Description (should correspond to the site control document in the application): 831 Bashford Lane: Bast 4 Lot 2 Dempse, 833 Bashford Lane: West ‘4 Lot 2 Dempsey _ Plan of Development Number:PLAN OF DEVELOPMENT CERTIFICATION, continued Proposed Improvements (should correspond with I.B & D and III.A of the application): (New Construction: #Units _ # Buildings “Total Gross Floor Area 1 Adaptive Reuse: # Units # Buildings — Total Gross Floor Area &X Rehabilitation: 34 #Units 2 # Buildings _30,998sq% Total Gross Floor Area Other Descriptive Information: (Should correspond with information in the application) ‘The Arbelo Apartments renovation will include driveway, parking lot and landscaping improvements, and_a roof replacement. Interior renovations will include new kitchen and bathroom appliances and Two fixtures, new windows, upgraded plumbing and electrical systems, and new HVAC systems, efficiency units will be converted to Type A accessible units LOCAL CERTIFICATION: (To be completed by the appropriate local official) Check one of the following as appropriate: (1) The proposed development described above has an approved final plan of development or site plan (as applicable to the site). No further plan of development or site plan approval is required before issuance of a building permit (J The proposed development is an existing development with proposed renovations and no additional plan of development approval is needed. ‘The above plan of development approval is in effect until: _Not applicable Signed: _ Printed Name: _Peter Leiberg, Title: _Zoning Manager, Zoning Compliance, Phone: _(703) 838-4688 ext. 319 Date: Hag V4 NOTE TO LOCALITY: 1. Return this certification to the developer for inclusion in the tax credit application package. 2. Any change in this form may result in a reduction of points under the scoring system. If you have any questions, please call Jim Chandler at VHDA (804) 343-5786. NOTE TO DEVELOPER: You are strongly encouraged to submit this certification to the appropriate local official at least three weeks in advance of the application deadline to ensure adequate time for review and approval.TAB M (Zoning Certification Letter)DEPARTMENT OF PLANNING AND ZONING 301 King Street, Room 2100 Alexandriava.gov P.O. Box 178 Phone (703) 838-4666 Alexandria, VA 22313 Fax (703) 838-6393 May 11, 2009 TO: Virginia Housing Development Authority 601 South Belvidere Street Richmond, Virginia 23220 Auention: Jim Chandler RE: ZONING CERTIFICATION Name of Development: Arbelo Apartments Name of Owner/ Applicant: ‘Arbelo Limited Partnership _ Name of Seller/Current Owner: “Robert Pierre Johnson Housing Development Corporation of the National Capital Area, Inc. = ‘The above-referenced Owner/Applicant has asked this office to complete this form letter regarding the zoning of the proposed Development (more fully described below). This certification is, rendered solely for the purpose of confirming proper zoning for the site of the Development. It is understood 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 by the Owner) Development Address: (Should correspond to I.A.2 on page 1 of the application) 831-833 Bashford Lane, Alexandria, VA_22314 Legal Description (should correspond to the site control document in the application): 831 Bashford Lane: East 2 Lot 2 Demps 833 Bashford Lane: West ¥4 Lot 2 DempseyZONING CERTIFICATION, Page Two Proposed Improvements (should correspond with I. B & D and III.A of the application) (New Construction: # Units __ # Buildings ‘Total Gross Floor Area (Adaptive Reuse: #Units _ # Buildings tal Gross Floor Area Od Rehabilitation: 34 # Units # Buildings 98 Total Gross Floor Area Current Zoning: _RB allowing a density of 2 units per acre, and. the following other applicable conditions: ‘The current zoning does not_permit multifamily housing; however, per section 3-202(A)(1) provides _an exemption for uses inconsistent with the zone. It reads, (A) Any land which was zoned RB prior to February 27, 1973 may be used for multifamily dwellings provided: (1) The land contained multifamily buildings prior to ;_this property was zoned RB before 2/27/73 and contained multifamily buildings before Zoning is proper only if the property.on which the development is or will be located complies with existing zoning requirements; provided, however, that if the zoning is not residential with an “R” designation, zoning will not be deemed to be proper, unless the chief executive officer of the locality certifies, on behalf of such locality, approves the request of the above-referenced Owner/Applicant to such locality that the zoning be deemed to be proper for the sole purpose of awarding points under the Qualified Allocation Plan, notwithstanding that the zoning for the property does not have an “R” designation, Other Descriptive Information: (Should correspond with information in the application) ‘The Arbelo Apartments renovation will include driveway, parking lot and landscaping improvements, and_a roof replacement. Interior renovations will include new kitchen and bathroom appliances and fixtures, new windows, upgraded plumbing and electrical systems, and new HVAC systems. Two efficiency units will be converted to Type A accessible units. LOCAL CERTIFICATION: (To be completed by the appropriate local official or Civil Engineer) Check one of the following as appropriate: DX The zoning for the proposed development described above is proper and currently is an “R” zoning designation or a special use permit has been issued, To the best of my knowledge, there are presently no zoning violations outstanding on this property. No further zoning approvals and/or special use permits are required. (The development described above is an approved non-conforming use in an “R” zoning designation. To the best of my knowledge, there are presently no zoning violations outstanding, on this property. No further zoning approvals and/or special use permits are required. (C1 There are no zoning requirements currently applicable to the site described above.ZONING CERTIFICATION, Page Three (Gignatie) Peter Leiberg - (Printed Namey Zoning Manager, Zoning Compliance _ Title of Local Official or Civil Engineer) Phone: _ (703) 838-4688 ext. 319 Date: Mew lt yroF NOTE TO LOCALITY: 1. Return this certification to the developer for inclusion in the ax eredit application package. 2, Any change in this form may result in a reduction of points under the scoring system. If you have any questions, please call Jim Chandler at VEDA (804) 343-5786. NOTE ‘TO DEVELOPER: You are strongly encouraged to submit this certification to the appropriate local official at least three weeks in advance of the application deadline to ensure adequate time for review and approval.TABN (Copies of 8609’s To Certify Developer Experience)Certification of Developer Experience for RPJ Housing Parkview Manor 5030 38" Avenue Hyattsville, MD 20781 Total Units in Development: 54 Total Low Income Units: 48rom 8609 Low-Income Housing Credit ve won Allocation Certification ete tien (Rev, tan 2000 ert ty > Do not fle separately. The bulding owner must attach Form A586, ‘Auer ‘skew rene nes Form 4608, and Schedule A Form 8609) fos Federal Income tx rela. Secures No. 36 ‘location of Credit—Completed by Housing Crecit Agency Only (Grackit_C) Addon wo Quaited Gass (J Amended Form T faeeg daha toon 9 oa one Tar ana ao ven enmunty Denon Acmistaton Hyatt Marylane 20704 {to Communty Pace Crown Manan 71032 Raa ne TT oe RRS REE] 5 pg ni a Parle anor to Peers sous cones toureg Tar tae Ate Bote, Arogtn, Vega 2207 ae my Setgs7674 78. Date of aocaton ~, B Maimum Rousing credit dolar amount arowable [AB Sats 2 Maximum epplicable credit percentage allowable... ee PR 3.639% ‘3a Maximum qualified basis... 3a $415,035 'b Check hare C1 ithe eligible basis used ine computation of ne 3a was iceased under the high-cost area provisions of section 42(d)(5)(C). Enter the percentage to which the eligible basis was increased (see instructions)... . + Le _— % 4. Percentage ofthe aggregte basis franced by tax-eaipt bonds fit zero, eater 3.) |! LA % 5 Date busing paced inservice. eee eerie 8 heck th borat secre eat on ing hack no ¢ Bl Bxising buiding constructed and federally subsidized _b C) Nowly constructed and not federaly subsidized Ses. 4) eobatonexendures feat uber e [Sec etalon expendtures not eal sibed To parts ope Is cometnce wine eqns of econ 2 x hleral Revue Code, and at hae earned Peron sta sin ac ae nse > PB Mba eet EAE First-Year Certification—Compieted by Building Owner for First Year of Credit Period Only pleted by Building 7a. Date bung placed in sence > B eigbie bess of baling ee insructns) IE Orginal quilted sis of te Bulag at close o st yer of eedt patod a8 3 ew 3 wing sing pa of» rd tlng pect fr pupons of econ #2 ee insteetions)? one near 2 yes Ono i box 6 or box 6 fs checked, do you eect to reduce eigile basis under section a2qianay?, | | CO Yes One No Do you eee to reduce eile basis by cisproporionate costs of non-owrincome unis (section 42/09? Yes 10 Check vie appropriate box for each election: Ect tc Seg cd pode ts yew ater bideg spaces nsec eeton cane). . Ovex Clo Elect not to treat large partnership as taxpayer (section 4245)... : Elect minimum set-aside requirement (section 42(g) (see instructions) (120-50 dq 40-60 “Benne ow Elect deep-ront-skewed project (zection 142/44) (See nsuctons) 15-40 Note A moat Scheele A Pt BOR, Ana! Stan gtBe laced io te coasponlng Fr B09 {or each year of the 18-year cpmplonce perio, Gaution: Read the instructions under Signatore (page 4) before signing this por. nce ponates of perry, cir that the above busing conics to quay 83a par of 2 qualiiedow-lncome housing project and meats the fequiernents of ttn Revenue Code section 42 anc that the qualfed bess ofthe butang as » C] has not > C) decreased fortis tax _yeer have examined ths form and atechments. and to the best of my knowledge and bebe, thy ae vue, correct and complete. “Yatpayerweniticaion Gaisbar 7a mo. 60810 For Paperwork Reduction Act Notice, see pagerom 8609 Low-Income Housing Credit OMB No. 845.0968 (Re. Janay 2000) Allocation Certification rere De nt tsp The bang once match Frm ae Beesmeccente” | __ ror tn, ara Sehoek Pom et fe Feard cons ern Serer. 36 ERM Altccation of Creait—Completed by Housing Credit Agency Oniy Chock iti “ET Addltion to Qualified Basis] Amended Form Rags st aiang oF. eign and "Faw od aero ng cme ASE venue Community Development Administration Hyatt, Maryland 20784 ‘co comma Crownsvile, M aryland 21032 ‘© Wine is ae TV Bling owner Teaaneg SION ‘Epa iain abo ay Parkview Manor Limited Partnership 82-8002033 clo RPS Housing Eating rani be 2666 Military Road, Arlington, Viginia 22207 aaeranee mr te a Date of allocation ® 'b Maximum housing eredit dollar amount allowable. | 1b Sug7t 2 Maximum applicable crecit percentage allowable. we 2 2.63% 3a $222,524 ta Maximunquiliedbess ee lili! check nere > Ci the elie bests used In the computation of ine 3 wes incensed under the high-ost aes provisions of section 42(NSVC). Ener he percentage to whe the efi basis was neossed Ges WstnCtON). ese en en 4 Percentage of ho eggregete basis fanced by ia exenpt nas to ee’ 9 Osi binding peed aero ge ae {Check te box that deserbes the allocation fr th bling check ons 0 2 [) Newly constructed and federally subsicized b C) Newly constructed and not federally subsidized © FZ) Existing building See 19 reabiaton expends fede subsdaed el Se, 44) feteblaionexpendhes nat eda scbsloned re ne = Td Cae ea a cogaemer al en 2 of te Kernel Revarue Code ane that have examines Lad ) HH. Save Deator ' aehlestdedt ara ete p&p aie First-Year Certification—Completed by Building Owner for First Year of Credit Period Only oe Ta Date building placed in sewvice PL... un..0b Eigible basis of bulding oes inswuctons) [2B 4 final quaited baci ofthe bung at close st year of eet petod ss Lea bb Ae you treating this building es part of mull bung prec foc pupose of secvon 4 (08 instcions? ee nesta a = muple Dulng pret for purpores of section 42 680 #4 Ifbox 6 oF box 6d is chackod, do you elec to reduce eg basis under secon eztv, | | ves Co 'b Do you elect to reduce eligible basis by disproportionate costs af non-low-income units (section 42(ch(ay? O Yes CINno 10. Check the appropriate box for each election: 2 Elect to begin cred period te fist yeer afar the busing placed In service (section 420). . Yes CONo bb Elect not to weat tage partnership as taxpayer (ecton 42006) ss sss |. YS ‘© Elect minimum set-aside requirement (section 42(g) (see instructions) [] 20-50 CO 40-60 25-60 (N.Y.C. only), 4 Elect deep-rent-skowed project (section 142(q)(4)(B) (see instructions)... . ae 15-40 Note: A separate Schedule A (Form 8609), Annual Statement, foreach building must be attached tothe corresponding Form 8603 for each year of the 18-year compliance period. Caution: Reed the insiictions under Signature (page @ before signing this pan. Under penahles of perry, | deiae hat the above bulking caninues to qully as « pat of a qualifled low-income housing Project and meets the ‘equrerans of Interne Revenue Cede section 42 and thatthe qualified basis of vo bung has » CI ines not > C) cactessed fortis tax yea. 1 have examined this form and attachments, and to the bast of my knowledge and belo, they dre wu. carret. ané complete ai ‘iia i For Paperwork Reduction Act Notice, see page 4. (cat No 30880 Form 8609 (her 1-000)ram 8609 Low-Income Housing Credit ‘OMe No. 1548-0008 (Rev, January 2000) Allocation Certification See freee er edie — comes | nammnieeeeeemen Teh TEIAI Atocation of Creait—Completed by Housing Credit Agency Only Ghece CT vasion w Guted Baa —C] Arended Fm IN hes of bg ont ue. 0 bole acs 7a ad ans Thang re gry {5034 38th Avenue Community Development Administration Hyattsvile, Maryland 20784 4100 Community Place Crownsville, Maryland 21082 ‘Siam wee wT ang omer es aoe 1 Bape rent rant ot oay Parkview Manor Limited Partnership. 32:6002033 clo RPS Housing © Bang teats Se BAT 2666 Miltary Road, Artington, Virginia 22207 nara wr SA. a Date of allocation > 'b Maximum housing credit dollar amount allowable. | 18 $9,113. 2 3.63% 2) Moxinum spicabe cred percentage atowable ys ss sn es x 3a Maximum qualified bsls : ae | Faas ' Check hee ®C) ithe aig basis used in ne computation of fe 20 wes increased under the high-cost area provisions of section 42(d)(6NC). Enter the percentage to which the otto basis was increased (see instructions)... . . . . : 3b tam _% 4. ecentag of he agregate basis financed by txcesempt bond, fiz, enterG-)) | | | [4 [8 5 Date bing paced in service - eal 6 Check the box that describes the allocation forthe building (check ont only: 3G Newt canctd ana federal subszd, bl New consrcted nd not edeatysubsieed_ Bl xing bung Ses. 42) rehabiation expenchues federaly subsidized @L] Sec. 2()reabitaton expendtures not federly svbsized ng ecard in complace wi ia eukeres of secon «2 fe bral Rerun Coc, nd ot have examined my knead bt the Heomaton wos caret 3 cong, Tarren apy p tern. ®. Sawa, Dirgctor lot aes yb 6 First-Year Certiication—Compieted by Building Owner for Fst Yeer of Credit Period Only ‘Ta Date building placed in service ._L__.L........B Elbe basis of building see Instructions) Ba Original qualiied besis ofthe building at close of fst year ef cteit period... ‘Are you treating this building as pan of ding project fr purposes of section 42 (see fa you vatng ths bulking a pat of # mile bul poet fr purposes of & a 2 {box 6a or bok 6d is checked, do you elect to reduce elie basis under section 42miavey7| . . Clyes EINo 'b Do you eect to reduce eligible basis by disproportionate costs of non-ow-income unis (section 42(avay? Cl Yes No 10 Check the appropriate box for each election: = lect to begin creit period the first year after the bultng fs placed ln service section «zi9¢0) . . Yes Co b Elect not io weat arg partnership os taxpayer (section 42QN5) . i 2 ves g, Ect mum seasieagucenan ecton sz ee hsrucion) [206 "Ch aoe” F as-en v.c. ont Elect doep-rent-skewed project (section 142(0)4)(3) (see instructions). _. . 015-40 "Note: A separate Schedule A (Form 8608), Annual Statement, for each building must be attached tothe corresponding Form 8609 for each yeer of the 15-year compliance period, ‘Caution: Read the insiuctions under Signature (page 4) before signing this par. Under penoies of pequry. éectore that the above buldng continues to qually a3» part of 2 quale low-income housing project and macs tho requis of iteral Revenue Cade section 42 and thatthe qualfed basis ofthe tuling has » C) has oot » C1) decreased fortis tax year. Ihave examined tvs form and attachments, and to the best of my knowledge and bell, they ae ue, cores. and complete emt No 0810 Ferm 8609 res. 12000)tom 8609 Low-Income Housing Credit vet Allocation Certification ee fy 2 ert > 09 nt apr. The bldg owe mat aach Form 88, cee Serena fro 468s a SE Aon BOD Tos Fear cons eet Sees. 36 Allocation of Gredit—Completed by Housing Credit Agency Only Seek acon Goede CR Fam Saerstutarg io mae eo bar cot Te a Thang ay (5036 38th Avenue ‘Community Development Administration Fyatovile Maryland 20781 focommunty Pace Grownevit Marland 21082 a aT ng eG 7 ape na aay Parkvlew Manor Linled Parinership. sxe cern iaates Tag ces a 2656 Miltary Roa, Alingtn, Vigna 22207 aa tmp sec tT824 Ja Date of allocation ® ../..../.. b Maximum housing credit dolar amount allowable. ip 2 Maximum applicable cred percentage alowable. ‘Ja Maximum qualified basis, a Fe eee . Sy ee 1b Check here » C1 ifthe eligible basis used in the computation of line 3a was increased under the high-cost araa provisions of section 42{CK,5KC). Enter the percentage to which the eligible basis was increased (see instuctions). we te 4 Percentage of the aggregate basis financed by tax-exempt bonds, ero, enter 0-) |) [LA 5 Date buldlng placedin service... > AMAL 87, {6 Check the box that describes the allacavon forthe building (check one on 4 Gl Newly constructed and federally subsisized b C] Newiy constructed and nat federally subsidized _¢ © Existing bung dE) Ses, 44) rehabikation expencturestedectly subsicied eL) Sec. 42 rehabilitation expenditures not federaly subsided peas ot pe. eae ot eaten ra si cmplenc lh ie mquenana ct selon 2 bral evr Coon, ad fae reed Put tom ad y know td ele ie blomston swum aes ad compe Hla Lea pertdld a First-Year Certification—Completed by Bulding Owner for First Year of Credit Period Only Ta Date buiding placed in service P. bb Elgibie basis of building See instructions) | 7B {82 Original qulifed basis of the building i close of frst year of crelt period oe lt fb Are you treating this bullding 2s part of a multiple bulding project for purposes of section 42 (see : ~ C1 Yes No instctons! ee nee rte tne {8 if box 63 or box 6d is checked, do you lac to reduce eligible basis under section 42maxey?, | Yes ONo b Do you elect to reduce elie bass by disproportionate costs of non-iow-ncome uns section 42(3(3)7 Cl Yes ENO 10 hack the appropriate box for esch election 4 Elect to bogin credit period the fist yeer ate the bulcing is placed in service fection 42ini) . . Cl Yes CNo ' Elect not to neat tage partnership as taxpayer (section 42918) wn ss ss |S EL Yes ¢ Elect minimum set-aside requirement (section 42(g)} (see instructions) [ 20-80 CO 40-60 25-60 (N.Y.C. only) 4 Etec deepen skewed project econ 142(0(0(8) (se nstuctons) en. C1 i840 Note: A separate Schedule A (Form 8609), Annual Statement, for each building must be ateched to the corresponding Form 8609 for each year of the 15-year compliance period. ‘Caution: Read the insiructions under Signature (page 4) before signing this par. Under pena of pour, | declare wet the above bulcng continues to qully 4s a part of «qualified low-income housing ptetet and meets the ‘ecuireonts of lateral Revenue Code section 42 and thatthe quaiied basis ofthe bulging has » C1] nas not » C) decreased fr ts tx year. Uhave examined this form and atachments. and tothe best of my krowlge and bel, toy ae te, correct, and complet. iar a » ai For Paperwork Reduction Act Notice, see page 4. ca mo. 20810 Form 8609 (Rev. 2000)fom 8609 Low-Income Housing Credit ve wa ssa frau 08 Allocation Certification neta tes > bo nat fe separately The bung cnner must attach Form 85H, ‘maton Senate en 60s, ant Sehece Germ 08 oka Federal incor area. Seeman, 36 Allocation of Credit—Completed by Housing Crealt Agency Only ‘Sheek Cy Aion o Gund Bk El Amended Ferm 2 hoarse of bling ot ws .O balsas Taree 7 a we ets a Roig eR GT Bas Sh Avene Conmunty Development Aeministraton Hyattsville, Maryland 20781 4100 Community Place Crownsville, Maryland 21032 Hrs oes and Ta big anna sang BSC 1 Eero ero 057 Parkview Manor Limited Partnership 6002033 elo RPS Housing © fotcngeieionranbe RT 2666 Military Road, Arlington, Virgints 22207 as n> Seiserege. 7 Ya Date of allocation b ... a batman heing cat ae arcunttowane - PB 2 Maximum applicable cred percentage allowable... ee a - ‘3a Maximum quailfied basis... vee ee fe 38.403 ' Ceck nere > C} i the elgibe basis used inthe computation of ne 3a was increased under the high-cost area provisions of section 42(¢\5)C). Enter the percentage to waich the eligible basis wes increased (se instructions)... -. + je Lan 4 Percentage ofthe aggregate basis hanced by tax-exempt bonds, (if zero, enter 6.) 4 4% ch Maat. 5 Date bulking placed in sence : 8. Shc on hat dies te ian for iting ek sh owl constructed and federally subsidized CI Newy constucted and not federally subsidized 2 Existing building ‘Sec. 49 ehabilton expendtures feceraly subsidized eC] Sec, 4) retain oxpendtus not leery subsided Bec peste steep lacs ox re stein mea heopinee wn boeuterara ncn tet os terete Parte afm bd tio bs ‘se omnes Cone ved compe, First-Year Certitieation—Completed by Building Owner for First Year of Credit Period Only b Eligible basis of building (see instructions) | 22 7a. Date building placed in service 2 Otignalqulfled bass of the bulking cose of et yee of credt peed ss LAB L———— © Al eu wna UD per 9 mig pe purpose secon #2 at instetions)? © m oe Svs No 92 If Box 68 of box 6415 checked, do you elect to reduce elgibie basis under section 42@12N8)7, | | Cl Yes CINo 'b Do you elect to reduce eligble bass by cisproporionae costs of nonow-ncome units (section 42iaQay? Yes CIN 10 Check th eppiopite box foreach election: Elect to begin credit period the first year after the building is placed in service (section 42(0(1)) Dyes ONo Elect not to eat arge partnership 3s taxpayer (section 42016)». es Yes Ele miu ssi equa ecton tg oe stutin) (26-86 "Ch dodo” 2&0 o.com Elect deep-rent skewed prec section 142(d(4(B) (see nstnctons) 2 _. 01640 ‘Note: A separate Schedule A (Farm #609), Annual Statement, for each building must be attached to the corresponding Form 8609 {for each year of the 18-year compliance period. Caution: Read the instructions under Signature (page 4) before signing this pan. Under penaies of pos. | cesar that the above building continues to qually a8 8 pat of 8 qualified owincome housing project and masts the ‘equromants of internal Revenue Code section 42 and thatthe qualified basso te bung hes » C] nes net > C) aecressan foc wis tax year. have examined this form ang attachments, ard tothe best of my knowedg and bela, they are wue, caret. cod complete aa ii “apr ei a For Paperwork Reduction Act Notice, see page 4, (Ct No. 629030 Fem 8609 (Rev 1-200tm 8609 Low-Income Housing Cre (No. 545-0088 ‘ev, January 2000) Allocation Certification seme ny > Do not fle separately The butding owner must attach Form #588, ‘muconc, Pikaatnmane bomen Form eta, and Seousute A Porn 408 to he Pesce eee return, Sequenes Wo. 36 Allocation of Credit—Completed by Housing Credit Agency Only ‘heck tC] Acai Coad Bass C] Aranded Form Basa of bldg (not ae P 0. bode actors) 1 Na a an Rong ered aay ‘5040 38th Avenue Community Development Administration Hyattsville, Maryland 20784 4100 Community Place Crownsville, M aryland 21032 ‘© Rare dares, an TW of Bang ower acang waa 1B Empye neni umber ge Parkview Manor Limited Partnership, 82.6002033, fo RPJ Housing Bang enteaio carow T 2656 Military Road, Arlington, Viginis 22207 oararias ty S418 ‘1a Date of allocation > 'b Maximum housing credit dollar amount allowable. [1B $8,078. 2 3.699% 2. Maxirum appicabecredt percentage elowabio ee 3a Maximum qualified basis. 6... 2. Se eee oe be $222,524 © Check here» C1 if the eligible basis used in the computation of ine 3a was increased under the high-cost rea provisos of section 42(sKSNC). Ener the percentage to which te ego basis was crosed (0 hstetons). vv vs en wn eee ee 4 Percentage ofthe aggregate bass financed by txceserit bondi zere enter)" 2 Lt 5 Date buldhg placed in sevice AIMS aT & Check the box that deserbas te alocton forth bing (check on ol 8 C) Newly constructed and federally subsidized b L] Newly constructed and not federally subsidized ¢ WZ Existing building dL) See. 42(¢) rehabilitation expenditures federally subsidized eC) Sec. 42%el rehabilitation expenditures not federally subsidized Te gerne ou Lect nce gar ct sn lt cred Rees Cte. dat eld erodes sce First-Year Certification—Completed by Building Owner for First Year of Credit Period Only _ p HRI. 2: Sewell, Director, Name i 7a, Date building placed in service Loch... b Elite bass of bullng c00 neiuctions) [7B 88 Orginal quate basis of te bling a dose of st yea of eect pelo es ss (8 Ae you eating this bulking as pant ofa mutple bung projec for purposes of secon 42 (ee hecteloceeg ng eee ae ae aa eer eee “Ovex Ono 8a box 6a or box 6d Is chacked do you eiet to reduce elgble bass unde secion aamianay | | Glves ONO b Do you eect to reduce eligible basis by disproportionate cast of non-low-lncome uns ection 42igyay? Yes No 10° Check the eppropite box foreach eaction: 1 ect to begin cre prod the fst yor ater the bucing is placed inservice (section 42MM). . CL Yes No b lect not owest ge pares as taxpayer ection QD) ns ss |. Yes Elect minimum set-aside requirement (section 42(g) (ee Inswuctions) C2'20-56 “Ci ao.éo' * B) 25-60 (Nv. ony) a_Elect doop-renskewed project (secuon 142(cla)B) see nsuctons) es 0 1840 Note: A separate Schedule A (Form 8609), Annual Statement, for each building must be ettached tothe corresponding Form 609 for each year of the 15-year compliance period. ‘Caution: Read the instwuctions under Signature (eage @ before signing th par. ‘Under penakies of pay, | dectr thatthe shove bung continues to quely 88a par ofa qualified low-income housing project and meets the ‘equraments of nena! Revenue Code section 42 and thal the qualified bass ofthe bling has > Chas nt > C) aecressed for hs tx yr. nave exams ths form and aachments, and to the best of my Krowedge and Beet, thy are vue, eoxect. ae complete, ‘bey a sa (Co No 39810 Ferm 8609 (Rew. 12000)rom 8609 Low-Income Housing Credit aes ae fre. day 28) Allocation Certification met et 8 note separately The buling ewer must attach Form ‘maior cee Fern 88 an Seah Pom 400 ws Fede ne een Steet 36 TREE] Alocation of Crecit—Completed by Housing Credit Agency Only Shei] Aan to Guatied Ses —C)-amendea Form Bikes of ag vt 0: rian an Tae den Rag ce 5042 38th avenue Community Devalopment Administration Hyattsvile, Maryland 20784 400 Community Pra Crownsville, M aryland 21032 ‘© a ed act lg oa 0 Ey reo onto eaerey Parkview Manor Limited Partnership 52-6002033 cfo RPS Housing 7 Big eae nae BAT 2666 itary Road, Arington, Virginia 22207 eee .. & Maximum housing credit dollar amount allowable. S eS 2 Maximum applicable credit percentage allowable, 5... 3. or peering a ais 3a Maxirumquilledbi ee ELI iit Check tee »C) itn eigibebeis used in he computation ct 38 wos reased ues the high-cost are prosons of section 42540). Ene the percentage To when the slg Basle was tiereesad (een Ietuctiong), 2 we pa 4 Percentage of the aggregate basis financed by tax-exempt bonds, (if ze10, enter -6-) | 2 [A 5 Date building placed inservice. ALIA 6 Check the box that descr location forthe bulding (check one onl): Newly consitucted and federaly subsidized b C] Newly consvucted and not federally subsidized ¢ EZ Exstng biking dL) Sec. $2() rehabilitation expenditures federaly subsiczed «J See, 422) rehabltation expenditures not federal subsiized ‘acer peas cil aie alcaon mode complance wit a eqiienans of scion 4 arel Revanve Cogs ad Wat Rove ens Pon So tom ol inhi eco eee ss rate ea eee ear wi ebiec hbo. Certification—Completed by Building Owner for Fist Year of Credit Period Only 7a. Date bultng placed in sevice lf... b Eigble bade of balding Geenaiuciona) [EE 88 Orginal quae basis ofthe bling at close oi Wst yer of credk peed Sn ‘Are you treating tis bung as part of a mpl buldng project for purposes of ection 42 (ee © fntedonay ss uen@ a Pato « mate bung pet or puposes of ecton 42 880 8. I Box a or box 6s checked, do you eect to reduce cgibe basis under secdon 42012K6)2, | | Elves GING Do you lect to reduc ele basis by eisproporionate cost of ponlow-income uns econ a2? Cl Yes EINo 10° Check the eppropite box foreach election a Elect to begin ret period the st yor ater the bung spaced inservice (seeton 42qnn) . . ves ONO b Elect not to teat large pannesip as taxpayer ection 2HI6) «ss ves ¢ Elect minimum set-aside requirement (section 421g) 60 instructions) (126-56 “Ci ao-éa” ” ©) 25:0 (LY. ontp Elect deepren-skewed oroect section 142(91418) see nsiuctiong) Yeap Note: A saparate Schedule A (For 8609), Anrua Statement or eBchbulling must be sached tothe corespondng Ferm 8609 foreach yea ofthe 18-year conplance period. ‘auton: ReBd the insrucions under Signature (page # before apning Ws par. Unde eras of ay, Ieee hat he above bung cote o qua apa of» qufe ow incoms house prj nd mts he fequteent of ral Reve Coco secon 42 an thatthe nie Dass of te butding has » C1 hear», Ci ceased fort ok 40. Ihave examines Us fom and atten nd toe Best of my Knowle and bel hey Me wu, eaect and compte, ~ p Hater B. Sewell Director “> “ipyer iin ee For Paperwork Reduction Act Notice, see page 4, (Camo, 69010 Foum B09 (Rex. 12000)ran 8609 Low-Income Housing Credit Cr (Rov, January 2000) Allocation Certification sry > bb not a saparatay. The blg owner must tach Form 8848, ‘axanon, rages ro 808 an Sone Pose 09 fot Fae nan Scott 6 Allocation of Creeit—Completed by Housing Crecit Agency Only Gheckit_C Adstion wo Gunes Basis C] Anenced Form 1 feat wang (ort ue PO: baos aC © Wan oe een of ag eRe] 5004 38th Avenue : ‘Community Development Adminstration Hyattsvie, Maryland 20764 400 Community Pace Grows Maryland 4032 ae aes nd YH gor a ECTS 3 Eng aero ane rey Parkview Manor Limited Partnership. 52-6002083, clo RPI Housing © Bat evan 2866 Miltary Road, Adtington, Viginia 22207 Moayorane Iw 2 ‘a Date of allocation ® .. 'b Maximum housing credit dollar amount allowable. [1B $3,480) 2 Maximum appcablecredt percentage alowable. . sss eS LR 3.63% ‘da Maximum qualified basis oe te oe se ~. . pe $95,882 b Check here > C1 ifthe eligible basis used in the computation of fine 32 was increased under the high-cost are provisions of section 42(a(6)C) Entr the percentage to which the eligible basis was increased (see instructions)... ieee ee Ln % 4 Percentage of the aggregate basis financed by tax-exempt bonds. if zero, enter -O-) | | [Pa 54% § Date bung pecedin service... » 6 Check the box that describes the allocation forthe building (check one only): 8 Gy Newly constructed and federaly subsicized b CI Newly constructed and not federaly subsidized B2 Existing building Cl Sec, 42) ehabitaion expencdtwes fever subsidized eL] See. 42s) habitation expendiures not fedoraly subsidised nae paras of ery. dere tthe socadon mod cempance wi Ue aquremens ol sdon 4 ote nal Revere Code anda hav eared Puc ths tom tod lve bu gry ganoige yb ie Barons tee aves Ia Il, Dig Tis ease yi 6 First-Year Certification—Completed by Building Owner for First Yeer of Credit Period Only 7 aa, 7a Date bulding placed n sence P 1 'b Elbe bess of building (ee Instructions) Original qualified basis ofthe building at close of test year of crect periods bb Ave you treating this building 2s part of a mutiple building project for purposes of section 42 (see you, taaing tis bung ple building project for purpose Be oe instructions}? ee erg ee a4 Ba I box 6a or box 6 is checked, do you elect to reduce elgibe basis under section 42;0@N8)2, | | Dl Yes No Do you elect to reduce eigle bass by cisproporionate cost of non-ow-ncome uns (secton 4297 Cl Yes No 10 Check the eppropite box for each election: Elect to begin credit period the fst year after tho building ls placed in service (section 42(M(0) . . Yes CNo b Elect not to test lage partnership as taxpayer (section 42045)... oO yes § Et ninum stasis equrement secon 421) Ge actor) (0-56 "Ch dogo 25-60 (LY.C. ony) Elect deep rent-skewed project (section 14248) (seo nstuctions) ws. OD 18:40 ement, for each building must be attached tothe correspanding Form 8609 Note: A separate Schedule A (Form 8606), Annual St for each year of the 15-year compliance period. Caution: Réad the instructions under Signature (page 4) before signing this par. Under penaties of peyury, | detore thatthe above Bulding Continues to qual a a par of «qualified low income housing project and meets the ‘aquirements of itera! Revenue Code section 42 and thatthe quailed bass ofthe bung has & CC] has not ® (decreased fortis tx yet. Ihave examined this feem and tachens, and to the best of my kaowedge and beet hey ae wue. coect and complete, posse Tit is For Paperwork Reduction Act Notice, see page 4. (camo 6358 Fem 8609 er 12000TAB O (Photographs)Arbelo Apartments Exterior ViewArbelo Apartments Interior ViewsTABQ (Documentation of Rental Assistance)U.S. Department of Housing ‘OM Approval No, 2577-0160 Allowances for tnd Ursan Development (exp. or1sr2007) AP PROVED Tenant-Furnished Utilities and Other Services 4 Public Reporting Statomant and Instructions on back. ea tema sae Tea Speeeeeeneetceeeceeeseeemtess ees seeaes tec eeeeeeaees GARDEN WALK UP/HIGHRISE APARTMENT | 06/01/2009 iy oF Service 7 —— Monty Doar Atowancos oan Tar 28R 3an en [58a Heating a, Natural Gas 36] “ 73 2” a7] b. Bottle Gas o 7 0| q) 0 0 . Oll/ Electric: : 63 68 a 89| : 113) 131 a Coal / Other 0 0 0| o o aE - Cooking a, Natural Gas “ as 20 a a b, Bottle Gas o 7 o| 0} 0 o c. Oil/ Electric 22| 13, 14) 15] 18 d. Coal / Other o| | 9) o Oo Other Electric i ~ 15 25 33) 35] 41 Air Conditioning a 14 15) 21) 25) 29 ‘Water Heating a. Natural Gas 28 35 2 40 56 ». Botte Gas | ° ° 0 | ol ¢. Oil/ Electric 33 ~ 35] 46) 35) 61 d. Coal / Other o ° | 0] - o 7 Water 10 24 28) 45) - 61 Sewer ; 30 u 24 24 29 Trash Collection | «| 7 7 7 7 Range/Microwave 6 7 a 7 7 7 _ 7 Rettigerator 9 | 9| A 9 Other ~ °C cee paven| 9 3 | | ° ——— ‘Actual Family Allowances To be used by the family to compute allowance, Ulliy oF Senice | permonth cost Complete below for the actual unt rented. Heating is Wane ofFanly I ing Other Elects ‘Air Conditioning Water Heating ‘Water Sewer “Trash Collection Range/Microwave — Refrigerator | Other ‘dares of Unit umber of Bedrooms Total isHOUSING OPPORTUNITIES FOR PERSONS WITH AIDS PROJECT SPONSORSHIP AGREEMENT BETWEEN NORTHERN VIRGINIA REGIONAL COMMISSION (NVRC) “AND: ROBERT PIERRE JOHNSON HOUSING DEVELOPMENT CORPORATION (AKA RPJ HOUSING) (PROJECT SPONSOR) This is a Project Sponsorship Agreement entered ino on this 20! day of 2¢1"2007, between Northern Virginia Regional Commission (‘NVRC’) and Rober Pierre Johnson Housing Development Corporation (alia RPJ Housing) (the "Project Sponsor’) NVRC and the Project Sponsor are entering nfo this Agreement forthe purpose of implementing and funding projects under the Housing Opportunities for Persons with AIDS program ("HOPWA’). HOPWA is authorized by Section 851-863 ofthe National Affordable Housing Act (P.L. 101-625), also know as the AIDS Housing Opportunity Act. RECITALS ‘A. The District of Columbia receives HOPWA funds from the Department of Housing and Urban Development ("HUD") fo fund projects in the Washington, D.C., metropolitan area. The District of Columbia and NVRC entered into an interjurisictional agreement that allows the Distct of Columbia to distribute @ portion of those HOPWA funds to NVRC forthe purpose of administering and funding projects in potcal subdivisions in suburban Virginia. ‘The amount of funds provided for projec in suburban Virginia is based on the proportionate share of AIDS cases documented in the Metropolitan Washington Eligible Metropolitan Statistical Area, B. Housing requirements for Individuals and families with symptomatic HIV disease or AIDS with cognitive, functional and/or motor impairments have been identified in the Cities of Alexandria, Falrfax, Falls Church, Fredericksburg, Manassas, and Manassas Park, as well as the Counties of Arlington, Clarke, Fairfax, Fauquier, Loudoun, Prince Witllam, Spotsylvania, Stafford and Warren, The HOPWA program will address the housing requirements of these individuals by: Increased aveilabilly of support services to assist participants to remain in housing; Emergency rental, mortgage, and utilities assistance to prevent homelessness; Development and/or operating suppor for AIDS residences; Project and tenant based rental assistance; Transitional housing following periods of hospitalization, incarceration or other homelessness; and Housing information and referralHOPWA Yeer 15 (FY07) Agreement between NVRC and RP/HOUSS AGREEMENT This Agreement documents the terms and conditions governing NVRC’s promise to provide the Project Sponsor with funding to implement and operate certain housing assistance projects that the Project Sponsor promises fo perform. The Project Sponsor promises to implement, operale and perforin the projects covered by this Agreement according fo tha following terms and conditions, Any questions the Project Sponsor has about this Agreement should be directed to NVRC’s HOPWA Program Menager, who is identifed in Section 7 ofthis Agreement. The undersigned representatives of NVRC and the Project Sponsor agree to the following: 4,GENERAL PROVISIONS 41.4 Without limitation, this Agreement is governed by the following Federal Regulations: + AIDS Housing Opportunity Act, 42 U.S.C, 8§ 12901-12912; + HUD Consolidated Submission for Community Planning and Development Programs, 24 CFR 91; and + Housing Opportunites for Persons with AIDS Program Final Rule, 24 C.F.R. § 574, Final Rule dated April 1, 2007 (collectively the "Regulations". These Regulations are incorporated into this Agreement, including any amendments to these Regulations that occur in the future. The incorporation ofthese Regulations into this Agreement means that both NVR and the Project Sponsor must comply with these Regulations. Copies of these Regulations (without amendments) are alleched as Schedules A, B end C to this Agreement. Itis the Project Sponsor's responsibilty to ensure compliance with all amendments to these regulations, including future amendments, NVR hes no obiigaion to notily the Project Sponsor if hese Regulations are amended in the future. 4.2 All terms and conditions contained inthis Agreement shall be incorporated into any Contract the Project Sponsor enters into wih a subcontractor or any ther third party for the purpose of performing this Agreement. The Project Sponsor shall provide a copy of the terms and conditions contained in this Agreement to any subcontractor or other third party with whom the Project Sponsor contracts for the purpose of performing this Agreement. The Project Sponsor shall notify its subcontractors or other third party contractors tha the terms and conditions of this Agreement apply fo any contract the Project Sponsor enlers Page 2 of 28HOPWA Year 15 (FY07) Agreement between NVRC and RPJHousns into forthe purpose of implementing, operating or performing the projects covered by this Agreement 1.3 This Agreement, which includes the attached Schedules, is the complete agreement between the parties. Unless attached to this Agreement as a Schedule, no other documents or communications are part of this Agreement, 41.4 This Agreement shall nol be modified except by mutual writen agreement of NVRC and the Project Sponsor. Neither NVRC nor the Project Sponsor can unilaterally make changes to this Agreement 2.NVRC OBLIGATIONS 2.4 SPECIFIC PROVISIONS 2.4.1. NVRC will pay the Project Sponsor to provide Project-Based Rental Assistance in seven (7) rental units set aside from the Project Sponsors rental portfolio for use by HOPWA eligible households for a period of up to 5 years, consistent with HUD regulations and as specifically described in Section 3.1.1 ofthis, Agreement. 2.2 GENERAL PROVISIONS 2.2.1 NVRC'S OBLIGATIONS TO PERFORM THIS AGREEMENT ARE ‘SUBJECT TO THE TIMELY AND SUFFICIENT RECEIPT OF ALLOCABLE HOPWA FUNDS FROM THE District of Columbia. NVRC therefore has no obligation fo perform this Agreement unless and uni ithas received allocable HOPWA funds from the District of Columbia sufficient to implement this Agreement. 2.22 NVRC ASSUMES NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO A SUBCONTRACTOR OR ANY OTHER THIRD PARTY WITH WHOM THE PROJECT SPONSOR CONTRACTS OR ‘TO WHOM THE PROJECT SPONSOR AGREES TO PROVIDE GOODS OR SERVICES. 2.3 FUND PAYMENTS TO THE PROJECT SPONSOR 23.1 Payment of Project Sponsor's Approved Project Costs: NVRC will pay funds to the Project Sponsor for approved project costs. The Project Sponsor shall quest payment of project costs by submiting timely Invoice, The requirements to submit timely Invoices are described in Section 3.3 ofthis Agreement. NVRC shall pay, Page 3 of 28HOPWA Year 15 (FY07) Agreement between NVRC and RPJHOUSHS approved project costs documented ina timely Invoice within 30 days after receipt ofthe Invoice. To be epproved, project costs must be accurale, reasonable, allocable, and documented ina timely and complete Invoice. 2.3.1.1 EXCEPTION: As stated in Section 2.2, ifthe District of Columbia fails to make HOPWA funds available to NVRC in a timely manner or sufficient amount, NVRC shall make no payment to the Project Sponsor until suficient allocable HOPWA funds are received from the District of Columbia. 23.2 Advance Project Payments: NVRC may, ints discretion, make an ‘advance payment fo the Project Sponsor to pay for project costs. The decision to make an advance project payment ls subject to NVRC's receip, review and approval of the Project Sponsor's request. 3,PROJECT SPONSOR OBLIGATIONS 3.4 SPECIFIC Provisions 3.1.1 The Project Sponsor agrees to set aside seven (7) o its units fo be used to provide independent housing to HOPWA-eligible individuals end families, 3.1.2 The Project Sponsor agrees lo deposit the payment(s) it receives for Project-Based Rental Assistance into a reserve account from which rental payments will be drawn monthly during the term of the Agreement a 3.1.3 The term ofthe Agreement commences the date the Agreement [ is signed and ends when the entre reserve account has been spent. tis anticipated thal the funding will be sufficient to ‘support seven (7) units for a period of five years each, 3.1.4 The Project Sponsor agrees to make the units available to HOPWA-elgible individuals and families at the same rents advertised to other prospective tenants, with HOPWA funds from the reserve account paying the non-tenant portion of the monthly rent. (The tenant portion of the monthly rent, called the resident tent payment by HUD, is described at 574.310(d), in Schedule c) Page 4 of 28315 3.1.8 347 348 349 3.4.10 3Att 3.4.12 HOPWA Year 16 (FY07) Agreement between NVRC and RPJHOUSWNG Should the Project Sponsor's rents increase during the term of the Agreement, the maximum allowable rent that will be charged for the HOPWA units shall be the lower of RPJ's advertised rent ‘or HUD's Fair Market Rent for a comparable sized unit, ‘Should the Project Sponsor wish to lerminate this Agreement before conclusion of the term of the Agreement, it agrees to (1) notify NVRC in wring at least 60 calendar days prior tothe dale itwishes to quit the program, and (2) to repay NVRC the balanos remaining in the reserve account in one lump sum within 10 calendar days of the quit date. The Project Sponsor agrees fo apply any amounts of inerest eared on the reserve account i establishes to support the Project Based Rental Assistance program in accordance with requirements for treatment of interest described in Schedule C. The Project Sponsor will document the receipt and use of inferest eamed in required financial and programmatic reports, Schedule D: HOPWA Year 15 (FY 07} Project Work Plan as completed by the Project Sponsor and accepted by NVRC with signature of tis Agreement will deserbe the number of HOPWA eligible households that will be served, the number and lypes of service units that will be delivered, and the timeframe for achieving the deliverables during the contract period The Project Sponsor will publicize its program ina variety of venues 60 that HOPWA-eligible consumers are likely fo be aware ofthe progrem's availabilty. The Project Sponsor will develop written project guidelines which itwill make available lo current and prospective program participants, NVRC, DC HAA and HUD on request The Project Sponsor will assure adequate linkage of program paricipants with needs outside the scope of this Agreement fo olher sources of housing and supportive services, ‘The Project Sponsor will provide services to HOPWA eligible individuals and families, HOPWA eligibility requires that an individual or family member: (1) be HIV-positive or have an AIDS diagnosis, (2) reside within the service area, and (3) meet income limits set by HUD as detalled in Schedule E: HUD Fair Market Rents & Income Limits. For ongoing Project and Tenant-Based Rental Assistance, Page 5 of 28HOPWA Year 15 (FY07) Agreement between NVRC and RPJHousws the individual or family member musi meet HUD's very low Income levels. For all other services, except Community Outreach and Educational Actives related lo HIVIAIDS, HOPWA-elgible individuals or family members must meet HUD's low income levels, adjusted for family size. No eligibility requirements apply for Community Outreach and Educational Actiuites. 3.2 GENERAL PROVISIONS 324 322 323 3.2.4 Cllent Confidentiality: The Project Sponsor shall ensure the confidently ofthe ofent's diseese slalus is maintained at al imes. Alinformation a client provides to the Project Sponsor, the Project ‘Sponsor's subcontraotor, or any third party with whom the Project Sponsor contracts for the purpose of performing this Agreement, shell be kept confidental and shall not be released or revealed without the client's wrilen consent Project Management and Fiscal Responsibility: The Project ‘Sponsor agrees that it shall spend funds and operate the project accorting tothe terms ofthis Agreement, and the ellached Schedules {o this Agreement, which are expressly incorporated Into this ‘Agreement, Compliance with All Laws: The Project Sponsor agrees to operate the project in accordance with all applicable laws and regulations, including Housing end Urban Development (HUD" regulations. The Project Sponsor also agrees to comply with all terms, oonitions, record keeping requirements, and reporting requirements (including racial, ethnic, social and other data reporting on participants) thet NVRC, he District of Columbia, or HUD eslabishes or requites fo monitor and evaluate the project and to ensure the effective and efficient operation ofthe proeot Compliance with Tax Obligations: The Project Sponsor shall be In ‘compliance with tax requirements in the Commonwealth of Virginia, and wth federal tx laws and regulations, atthe time it enters into this ‘Agreement and at ell imes during performance ofthis Agreement. Nonprofit organizations must register annually o meet tax exemption requirements, 3,3 PROJECT SPONSoa's RECEIPT ANO USE OF FUNDS 334 Anliclpated uses of funds in this Agreement are as follows: Page 6 of 2833.2 3.3.3 334 HOPWA Year 18 (FY07) Agreement between NVRC and RPJ House 3.3.1.4 Costs that may be charged agalnst the Project Based Rental Assistance funds included inthis Agreement consist ‘ofthe non-tenant portion of rent associated with the units set aside for use by HOPWA eligible individuals and families, as well es reasonable slafiprogram costs fo administer the program. Administrative charges to the - project cannot exceed 7% ofthe award, Forfeiture of Funding: Funds shall be paid to the Project Sponsor only according to this Agreement. No funds shall be pad {fo the Project Sponsor to implement this Agreement unless NVRC has received this signed Agreement and the additlonal required documents identified below within 20 days aller NVRC. Issues this Agreement to the Project Sponsor for signalure. "The Project Sponsor's fallure to return the signed Agreement and required documents within 30 days wil result in the Project Sponsor foreiting all funding under this Agreement. All documents shall be complete and shall be signed by an individual with authority to contract on behelt ofthe Project Sponsor. Funding Limits: The total amount of funds NVRC pays to the Project ‘Sponsor under this Agreement shall not exceed $360,000 in Year 15 (FY 2007) HOPWA funds, These funds shal be used forthe following HOPWA services, which were proposed inthe FY2007 HOPWA grant application and program plan amendments; HOPWA Service Area Budget Project-Based Rental Assistance $360,000 TOTAL $350,000 Project funding will be expended according to Schedule F: HOPWA Year 15 (FY 07) Operating Budget and Narrative Detail, prepared by the Project Sponsor and epproved by NVRC with signature ofthis Agreement Requesting Payment: To receive payment under this Agreement the Project Sponsor must submit an invoice or involes requesting payment of allowable project costs that are accurale, reasonable, allocable and documented, A projec cost is reasonable ifn its Page 7 of 283.35 3.3.6 337 338 3.3.9 HOPWA Year 15 (FYO7) Agreement between NVRG and RPI HoUsiS nature and amount, it does not exceed project costs that would be incurred by a prudent person in the perfomance ofthe project. A project cost i allocable if (1) the cost is inoured specifically forthe contract, (2) benefits more than one project and can be distributed to ‘each project in reasonable proportion tothe benefits received, or (3) s necessary tothe overall operation ofthe project. The Project Sponsor shall ensure that project costs are allocated tothe proper HOPWA service area. Due Date for Invoices: INVOICES ARE DUE ON OR BEFORE THE FIFTH (61) BUSINESS DAY OF EACH MONTH, with the final invoice due on or before the fifteenth (15) business day fllowing the Agreement end date, To delermine this dala, do not count weekends ‘or natlonal holidays, Late Involces: Felling to submit an Invoice on or before the fit (5%) business day ofthe month, until funds are obligated, shall be deemed a failure to perform a meterial term of this Agreement and shall entile NVRC to deny future Advance Project Payments andlor enforce all applicable remedies for breach of this Agreement Invoice Format: The Project Sponsor’ Invole(s) shall leery and completely ideniy all reasonable end allocable projec costs incurred. Each project cost shall be described in sufficient detail to clearly identify ts purpose. The Invoice shall request reimbursement for reasonable and allocable costs minus any advance project payments that were made fo the Projecl Sponsor under 2.3.2. Project Costs this month ‘Advance Project Re-payments this month Tolal Requested for Reimbursement Expiration of Funds: Funds available through this Agreement come from HOPWA Yeer 15 (FY 2007) award, the project period which ended December 31, 2007. The Project Sponsor agrees thal project funds recelved via this Agreement wil be established in a reserve ‘account within 30 days of thelr receipt for rental payments over an estimated five yeer period, Restrictions on the Project Sponsor's Use of Funds: All funds paid by NVRC fo the Projecl Sponsor shell be used exclusively forthe purposes set forth inthis Agreement Page 6 of 28HOPWA Yeer 15 (FY07) Agreement between NVRC and REUHOUSING In adaition, no funds shall be used! forthe following prohibited Purposes: 3.3.9.1 Logel Costs: No funds shall be used to pay legal costs related tothe prosecution of claims agains the Federal Goverment, the District of Columbia, or NVRC. 3.3.9.2 Political Activities: No funds, materials, or services provided directly or Indirectly under this Agreement shall be used for any partisen politcal activity, including furthering the election or defeat of any candidale for public office, 339.3 Lobbying: Project Sponsors that receive more than $100,000 in Federal funds from any combination of sources ‘must cert that no funds have been pald, or wil be pal, ‘any person for influencing or attempting to influence an officer or employee of any Federal gency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connectlon vith the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, or the extension, continuetion, rnewel, amendment, or modification of ny Federel contract, grant, lan or cooperative agreement If the Project Sponsor pays or plans to pay any funds thet are not Federal eppropriated funds lo any person for influencing or attempting 0 influence an officer or employee ‘of any Federal agenoy, a Member of Congrass, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Agreement, the Project Sponsor shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities,” at the iitation of recelpt of this Agreement. Standard Form-LLL is availabe from the District of Columbia, HIVIAIDS Administration (‘DC AHPP') or can be found al 24 C.F.R, Subllle A, Part 87. THIS CERTIFICATION WILL BE CONSIDERED A MATERIAL REPRESENTATION OF FACT UPON WHICH RELIANCE WAS PLACED WHEN ENTERING INTO THIS AGREEMENT. THIS CERTIFICATION IS A REQUIREMENT TO ENTERING INTO THIS AGREEMENT. THAT IS IMPOSED BY 31 U.S.C. § 1352. FAILURE TO CERTIFY SHALL SUBJECT THE PROJECT SPONSOR Page 9 of 283.3.10 HOPWA Year 16 (FY07) Agreement between NVRC and RPJHOUSNG TOA CIVIL PENALTY OF NOT LESS THAN $10,000 AND NOT MORE THAN $100,000 FOR EACH SUCH FAILURE, Prolect Income: The Project Sponsor shall propery account for project income and comply withthe folowing standards! OMB Circular A-102 OMB Circular A-67 Government Entities ‘OMB Cirouler A-110 OMB Circular A-122 ‘Nonprofit Entities Project income means income received by the Project Sponsor es a result ofthe operation of the project such as user charges, fees, third parly reimbursements, or rents and proceeds from the sale of real or personal property acquited in whole on part with HOPWA funds, Project income does not include funds received from NVRC in payment of Invoices or the tenant portion ofthe rent All project income shall be remitted to NVRC for return to the District ‘of Columbia's HOPWA Program Income Account within 30 days of receipt. 34 FISCAL RESPONSIBILITY AND Cost CONTROL 344 342 Procurement Standards: The Project Sponsor's conduct and use of Project funds shall comply with all eppliceble laws and procedures, Including those documented in the following OMB Circulars: OMB Circular A-102 OMB Circular A-87 Government Entities ‘OMB Ciroular A-110, Attachments OandB OMB Circular A-87 Nonprofit Entities Cost Documentation: All profect costs shell be supported by propery executed payroll, time records, invoices, contracts, and Vouchers, or other official documentation evidencing in proper detail the nature end propriety ofthe cherges and disbursements. All checks, payrolls, invoices, contrac, vouchers, orders, or other counting documents relating to this Agreement shall be retained and easly acoessed for audit and inspection. In addition, the Project Page 10 of 2837.3 374 375 HOPWA Year 15 (FYO7) Agreement between NVRC and RPJHOUSINS familial status, The Project Sponsor shall tke affimative action fo ensure that minority applicants are employed and that during employment all employees are treated without regard to their race, color, religion, national origin, sex, age, dsabilly or familial status. ‘Afrmative action taken by the Projact Sponsor shall include, but is nol limited to, the following: employment, upgrading, demotion, or transfer; recruitment or advertising; layoff or termination; rates of pay or olher forms of compensation; and selection for training, including apprenticeship, The Project Sponsor agrees o post notes selling forth the provisions ofthis Equal Opportunity clause in conspicuous places, available to employees and applicants for employment. In all solicitations or adverisements for employment placed by or on behaff ofthe Project Sponsor, the Project Sponsor shal state {hat al qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, marital status, age, disability or familial status, This Agreement may be canceled, terminated or suspended, n whole or in part, Ifthe Project Sponsor falls to comply withthe Equal Opportunity clause ofthis Agreement or with any other applicable ules, regulations or orders. Federal Labor Standards Provisions (for construction projects any): The Projeot Sponsor shall comply with the Davis Bacon Act and all Federal labor laws and regulations, specifically including HUD-4010 (2-84), governing construction contracts and the use of federal funds. Use of Excessive Force Prohibited: As required by Section 519 of Public Law 101-144 (the 1990 HUD Appropriations At), the Project Sponsor, if a local government, certifies that it has adopted and is enforcing a policy prohibiting the use of excessive force by law enforcement agencies within ils jurisdiction against any individuals engaged in nonviolent civil rights demonstrations. Drug-Free Workplace: The Project Sponsor shall make a good faith effort fo provide a drug-free workplace. 3.7.5.1 Notice of Drug-Free Workplace: The Project Sponsor shall publish a notice to project employees that “the Uunlaivful manufacture, distribution, dispensing, possession, or use of @ controled substance is prohibited in the workplace." The Project Sponsor shall further notiy project employees that "conviction for a Page 14 of 2837.6 HOPWA Year 15 (FY07) Agreement between NVRC and RPJHOUSNG violation ofa criminal drug statute occurring in the workplace must be reporled to NVRC no later then five calendar days after such conviclion.* The notice shall specify the actions the Project Sponsor will lke against project employees for violations ofthe drug-free ‘workplace prohibition. The notice shall also state that abiding by the terms of the notice is a condition of employment forthe project under this Agreement, All project ernployees shall be given a copy of the notice, A “project employee" is an employee thal works on the project that is the subject of this Agreement. 3.7.5.2 Education; The Project Sponsor should establish an ‘ongoing drug-free awareness program to inform employees about @) The dangers of drug abuse in the workplace; b) The Project Sponsor's policy of maintaining a drug free workplace; ¢) Available drug counseling, rehabilitation, and employee assistance programs; and 4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace, 3.7.5.3 Action: Within 30 calendar days of recelving notice of an empioyee conviction, the Project Sponsor shall fake at least one of the following actions: a) Appropriate personnel action against the convicted ‘employee, which may include termination; or b) Require the convicted employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state, or local health, law enforcement, or other appropriate agency. Facility Requirements: Any facilities used during the performance of this Agreement shall meet all applicable federal, state, and local regulations for thelr intended use throughout the duration of this Agreement. The Project Sponsor shall obtain and keep current all required permits and licenses for the facilities. The Page 15 of 28317 378 3.8 INSURANCE 3.8.4 HOPWA Year 15 (FY07) Agreement between NVRC and RPI HOUSAG Project Sponsor's fallure to do so shall constitute a failure to perform this Agreement and shall be a basis for termination of the Agreement for defeult Americans with Disabilities Act Compliance: By signing this ‘Agreement the Project Sponsor certifies that it shall conform to the provisions of the Americans with Disabilities Act of 1980, a5, ‘appropriate, which is incorporated into this Agreement by reference. Generally, the Act requlres Project Sponsors to make “reasonable accommodations” in service provision and faclty design (o serve persons with physical, visual, hearing and/or developmental disabilities Publicity: The Project Sponsor shall make its materials and publications available in appropriate formats for visually or hearing impaired individuals to ensure their participation in the project. The Project Sponsor at its own expense shall obtain the minimum Insurance coverage set forth below prior to receiving funds. The Project Sponsor shall keep this insurance coverage in force throughout the duration of this Agreement. a) Employer's Liability Coverage: The Project Sponsor shall carry employer's liabiity coverage in an amount of at least $200,000 per person and $600,000 per occurrence. b) General Liability Coverage: ‘The Project Sponsor shall carry general abilly coverage of af least $1,000,000 per ‘occurrence, covering bodily injury, death, and properly damage, 2) Comprehensive Automobile Liability Coverage: The Project Sponsor shall carry comprehiensive automobile liablity insurance. The policy shall provide for bodily injury and property damage liabilly covering the operation of all automobiles used in connection with performing this Agreement. Policias covering automobiles shall provide coverage of atleast $200,000 per person and $500,000 per ocgurrence for bodly injury, and $20,000 per occurrence for property damage. d) Workers’ Compensation Insurance: The Project Sponsor ‘hall carry workers’ compensation insurance covering all Page 16 of 283.8.2 3.8.3 3.8.4 3.8.6 3.8.6 HOPWA Year 15 (FY07) Agreement between NVRC and RPJHOUSNG employees employed upon the premises and in connection with its other operations relating to this Agreement. The Project Sponsor shall comply at ell times with the provisions of the ‘workers’ compensation laws of the Commonwealth of Virginia, the District of Columbia, endfor the State of Maryland as, applicable All insurance required by this contract and provided by the Project Sponsor shall st NVRC as a certificate holder or additional insured. All insurance required by this contract shall be with insurers authorized to do business in the Commonwealth of Virginia, PROJECT SPONSORS MAY NOT PROVIDE SERVICES UNDER THIS CONTRACT UNTIL ALL REQUIRED INSURANCE HAS BEEN OBTAINED. All insurance polices obtained to meet the above requirements shall provide thal NVRC shall receive a minimum of 30 days ‘written notice prior to termination or material change of a policy. All insurance coverage required in this contract shall be in force throughout the term of the Agreement. 3.9 INDEMNIFICATION 3.9.1 3.40. Auorrs 3.10.1 To the extent permitted by law, the Project Sponsor agrees to indemnify and hold harmless NVRC from any loss, cost, damages, or expenses suffered, obligated, or incurred by reason of inlentional or wilful misconduct or negligence involving any unauthorized appropriation or misappropriation of funds, including but not limited to audit disallowances by HUD or the Office ofthe Comptroller General ofthe United States, or both, The Project, Sponsor assents fo NVRC exercising its rights of set off in any such situation. Access to Project Sponsor's Records: The Project Sponsor agrees thal NVRC, the District of Columba, HUD andior the U.S. Complroler General shall have access to all ofthe Project Sponsor's, records fr the purpose of making audits, examinations, reproductions, excerpts and transcripts. Aocess shall be available at any time during normal business hours. Access shall be available as Page 17 of 283.10.2 3.10.3 HOPWA Year 15 (FYO7) Agreement between NVRC and RPJ HOUSING often as deemed necessary by NVRC, the District of Columbia, HUD or the U.S. Comptoler General Annual Audits: in accordance withthe following regulations, the Project Sponsor shal retain independent auditors to perform an ‘annuel audi of the project covered by this Agreement: Government Agencies & Nonprofits = OMB Circular A133 The Project Sponsor shall also retain independent aucitors to perform audits at such other times as HUD or the District of Columbia shall require. Audit Corrective Action Plan: The Project Sponsor shall abide by NVRC's corrective action plan for audit report deficiencies. NVRC's corrective action plan for audit deficiencies is as follows 1, Remedying Audit Deficfencias: Within 30 days of recelving a formally issued audit report, the Project Sponsor shal ake immediate and appropriate corrective ation to remedy any deficiencies, The Project Sponsor shall continue to remedy any deficiencies until NVRC, the Distict of Columbia, HUD, or the USS. Comptroller General approves the disposition ofthe auelt findings. 2. Ault Record Retention: The Project Sponsor shall securely retain al records relating fo pending audi inings. All records shiall be securely retained until Federal or local action is taken lo resolve the deficiencies. 3. Notification of Disallowed Costs: If an audit shows that an unallowable cost has been charged to the project - or that the Project Sponsor has otherwise failed to property account for costs ~NVRC shall disallow funding for those casts. NVRC shall notily the Project Sponsor by lelter of the disallowance, ‘An expense is unallowable if it (1) does not conform to Schedule F: HOPWA Year 15 (FY07) Operating Budget and Narrative Detell or an approved amendment thereto, (2) is not allocable, of (3) is related to one of the categories of activities prohibited from funding with federal dollars, such as lobbying or politcal activity, 4. Payment of Aucit Disallowances: The Project Sponsor's Tunding is conditioned on the agreement fo: Page 18 of 28HOPWA Year 15 (FY07) Agreement between NVRC and RPJHOUsNE 'a) Repay NVRC for al final audit disellowances within 20 days aller receiving the disalowance notification letter informing the Project Sponsor of disallowed costs; and b)_ Ifthe Project Sponsor fails to repay NVRC for all lisallowed costs within 30 days afer revelving the disallowance notification letter, the Project Sponsor shall pay interest on the totel amount of disallowed costs at a rate of 6% per year, Interest shall be calculated from the dale ofthe disallowance feller. 5, Request for Informal Dispute Resolution of Auclt Disallowances: The Project Sponsor may request informal dispute resolution of any disallowance determination. The Project ‘Sponsor shall request informal dispute resolution by contacting NVRG’s HOPWA Program Manager within 30 days afler receiving the diselowance notification later, The disallowance determination shall be reviewed by NVRC's Executive Director, 6. Effects of Informal Dispute Resolution Decision on Obligation to Pay Interest: If NVRC’s Executive Director suslains or agrees with the disallowance determination, the Project Sponsor shall pay inlerest as ofthe date of the disallowance notification letter. 3.11. INTELLECTUAL PROPERTY 3414 314.2 3.11.3 Copyright: If this Agreement resuls in a book or olher copyrightable material, the author is free to copyright the work, but NVRG, the District of Columbia and HUD reserve the royalty-free, non-exclusive, anc irrevocable licenses to reproduce, publish, or otherwise use, and to authorize others to use, all copyrighted material and material which can be copyrighted. Patents: Any discovery or invention arising out of or developed in the course of work aided by this Agreement shal! be promptly and fully reported to NVRG end HUD for determination by NVRC and HUD as lo whether palent protection on such invention or discovery shall be sought and how the righ inthe invention or discovery, including rights under any patent issued thereon, shall be disposed of and administered, in order to protect the public interest. Products: Products prepared by the Project Sponsor become the properly of NVRC and may be used as it sees fin perpetuity. Page 19 of 28HOPWA Yeer 15 (FYO07) Agreement between NVRC and RPJHCUSWG 3.12, ENVIRONMENTAL REVIEW REQUIRENENTS 3.12.4. This Agreement is subject to the requirements established by HUD regulations 24 CFR Part 50, as amended by the Housing Opportunities for Persons with AIDS Program Interim Rule published December 28, 1992 at 67 FR 61740. The Project Sponsor agrees that (1) It shall supply NVRC with all avaiable, relevant information necessery for HUD (or its designated agency) to perform any required environmental review pursuant to these regulations for each property fo be acquired, rehabilitated, converted, leased, repaired or constructed with HOPWA funds; (2) it shall carry out mitigating measures required by HUD or select altemate eligible property; and (3) it shall not acquire, rehabiltate, convert, lease, repair or construct property, or commit HUD or local funds to such program activities with respect fo any such property, nti it tas received notice from HUD that the environmental review js complete 3,13 PROPERTY MANAGEMENT 3.13.1 General Provisions: The Project Sponsor is required fo comply with the standards prescribed for the acquisition and disposal of real and personal property thal are documented in OMB Circulars ‘A-102 and A-87 for municipalities and government entities and ‘OMB Circulars A-110 and A-122 for nonprofit entities, 3.13.2. Definitions: 3.43.21 Expendable Personal Property: Expendable personal property refers to all tangible property other than non-expendable property, 3.13.2.2 Non expendable Personal Property: Non- expendable personal properly means tangible personal property having a useful if of more than ‘one year and an acquisition cost of $500.00 or more per unit 34323 Personal Property: Personal property means property of any kind except real property. It may be tangible, having physical existence, or intangible, having no physical existence, such as patents, inventions, and copyrights. Page 20 of 283.13.3 313.4 3.13.6 HOPWA Year 15 (FY07) Agreement between NVRC and RPJHOUSNG 3.19.24 — Real Properly: Reel properly means land, land improvements, structures, and appurtenances, excluding movable machinery and equipment. Appropriate Use of Property: ‘The Project Sponsor may use property acquired under this Agreement, regardless of spectic kind, only for those purposes indicated in the Agreement unless anolher use has been specifically approved by NVRC and the District of Columbia Records and Inventory for Non-Expendable Personal Property: 3.3.4.1 Tha Project Sponsor shall provide an inventory of non- expendable property to NVRC within thirty (30) days of the expiration or termination of the Agreement. 3.13.4,2 The Project Sponsor shell maintain accurate and current non-expendable personel property records including as a minimum: identification, manufacture and model numbers; purchase cost; percentage of cost provided with Federal grant funds; current location; use; and property condltion. 3.13.43 THE PROJECT SPONSOR SHALL IMMEDIATELY REPORT TO THE APPROPRIATE AUTHORITIES (FOR INVESTIGATION) AND TO NVRC (FOR RETENTION OF AN INCIDENT REPORT IN THE FILE) LOSSES OF PROPERTY ACQUIRED WITH. PROJECT FUNDS. 3.13.44 Allnnon-expendable personal property shall revert to the Project Sponsor upon the expiration of this Agreement unless otherwise determined by NVRC. Records and Inventory for Real Property: The Project Sponsor shall maintain accurale and current real property records including a8 a minimum: 3.13.5.4 The seller's nama, address, and telephone number, appraisal report, sales contract, and settlement statement, Street address and legal description, i2., lot, block, subdivision, tax map, gr, property tax account number and election district, Type of purchase, e.g, land only or land and improvement. Purchase price including settlement cost. Current Page 21 of 28HOPWA Year 16 (FYO7) Agreement between NVC and RPI HOUSING property condition and use, i.e., renovated, leased, demolished, sold, etc. 3.13.5.2 If sold: the name, address, and telephone number of purchaser, sale price, value determination, sales ‘contract and settlement document, intended use by purchaser, and net proceeds to seller. 3.19.63 ldemolished: the name, address and telephone number of the demolition contractor, amount paid to the contractor, the procurement process used to obtain demolition services, and a copy of the Distt of Columbia authorization statement. 3.13.54 Ifrenovated: the name, address and telephone numberof the contractor, copy of work write up, procurement process used to obtain contractors, amount paid for renovation services and a copy of the District's authorization statement 3.1.6.5 An inventory of real property is 1o be provided fo NVR within thirty (30) days ofthe settlement of each property acquisition. 3.13.6.6 All acquisitions are subject to the project income requirements. 3.13.6 Real Property Acquisition and Relocation: All acquisitions of teal property, or interests in real property (such as easements and rights of way), and all cases involving relocation, shall be conducted in conformity with the provisions of the Uniform Relocation Assistance and Real Properly Acquis of 1979, as amended, and HUD Handbook 1376, Tenant Assistance Relocation and Real Property Acquisition, dated September 1990, 3.14 SPECIAL ConoITiONs: Any Special Conditions that apply to this contract are presented in Schedule J: Special Conditions. Page 22 of 284, TERMINATION Al 4.4 SUSPENSION: I the Project NVRC's HOP\ HOPWA Year 15 (FY07) Agreement between NVRC and RRJHOUSING ND SUSPENSION PROCEDURES Sponsor materially fais to comply with any term ofthis Agreement 'WA Program Manager may suspend this Agreement in whole or in part for 30 calendar days or take any other remedial action that is legally available, The folowing procedures shall govern suspension: 44d 442 443 4,2 TERMINATION: NVRC's HOP\ expiration dat Written Notice of Suspension: No later then 10 calendar days prior to the effective date of suspension, NVRC's HOPWA Program Manager shall provide written notice of suspension stating the reasons for the suspension, any corrective action requited of the Project Sponsor, and the effective date of suspension. Immediate Effectiveness of Suspension: The suspension may be immediately effective If a delayed effective date would be unreasonable in light of NVRC's responsibility to protect its interests, Reinstatement: NVRC's HOPWA Program Manager may, in his or her discretion, reinstate this Agreement ifthe Project Sponsor makes a good fath effort fo cure the noncompliance identitied in the written notice of suspension. WA Program Manager may terminate this Agreement before its te if (1) the Project Sponsor fails to comply with any term of the Agreement and fails o take any corrective action within 15 calendar days after receiving a writen notice of suspension, (2) the Project Sponsor fails to remedy its noncompliance within the 30 day suspension period, or (3) the fallure to comply with the terms of this Agreement Is so serious that immediate termination is in the best interests of NVRC, as determined by NVRC's HOPWA Program Manager. Th 424 422 following procedures shall govern termination: NVRC's HOPWA Program Manager shall provide the Project Sponsor written notice of termination 10 calendar days prior to the effective date of termination. The Notice of Termination shall specify the termination dale and the cause(s) forthe termination, This Agreement may be terminated at the request of the Project Sponsor. The Project Sponsor must notify NVRC’s HOPWA Program Manager, in writing, ofits request for termination 60 calendar days before the proposed effective date of termination. Page 23 of 28HOPWA Year 15 (FY07) Agreement between NVRC and RPJ HOUSING 4.2.24 The Project Sponsor must develop and submit, long with its letter of termination a trensition plan showing the anticipated disposition of HOPWA households affected by the program termination, 4.2.3. In the event of termination: 2) Within 30 calendar days after the effective date of termination, the Project Sponsor shall submit all inal financial, performance, and other reports required as a condition of this Agreement, NVRC shall not pay approved project costs documented in the Project Sponsor's final Invoice until after receipt ofall required reports b). Within 45 calendar days after the effective date of termination, the Project Sponsor shall submit a final Invoice documenting all unpaid allowable expenses incurred up to the date of termination ©) Within 15 calendar days after the effective date of termination, the Project Sponsor shall refund NVRC all unobligated funds or advances not authorized to be retained by the Project Sponsor. 5,INFORMAL DISPUTE RESOLUTION This section establishes an informal dispute resolution process to resolve disputes between the Project Sponsor and NVRC. 5.4 Informal Dispute Resolution shall apply to the following adverse determinations by NVRC's HOPWA Program Manager: a) Suspension or termination in whole or in part b) Refusal to reinstate after suspension; ¢) Disallowance of costs; d) Denial of a non-competing extension of this Agreement if the denial is for failure to comply with the terms of the award. 5.2 Notification of Adverse Determination: NVRC shall notify the Project Sponsor in writing of any adverse delermination and slate the reason for the adverse determination in sufficient detail to enable the Project Sponsor to respond. Page 24 of 28HOPWA Year 15 (FY07) Agreement between NVRC and RPJ Housing 5.3 Request for Review of an Adverse Determination: The Project Sponsor may request a review of an adverse determination by submitting a wrilen request for review according tothe following procedures: 2) The request for review shail be addressed fo NVRC’s Executive Director no later than 30 calendar days after receipt of the adverse determination; The request for review shall include a copy of NVRC's written adverse determination; ©) The request for review shall identiy the issue in dispute; )_ Tho request for review shall contain a full stalement of the Project Sponsor's, position with respect to the issue in dispute and the pertinent facts and reasons that support the Project Sponsor's position; and ) The request for review shall include copies of any documents supporting the Project Sponsor's position, 5.4 Right to an Informal Hearing: If the Project Sponsor requests a review of an adverse determination the Executive Director shall conduct an informal heating or appoint a knowledgeeble, impartial hearing officer fo conduct the hearing, 5.5 Notice of an Informal Hearing: At least 15 calendar days before a scheduled informal hearing, the Executive Director shall give the Project Sponsor notice of the Ume and place scheduled for the hearing, The notice shall be in writing by certified mail, return receipt requested. 5.6 Right to Representation at the Hearing: The Project Sponsor may be accompanied by or represented by or represented at the informal hearing by legal counsel or eny other person designated by the Project Sponsor. 5.7 Hearing Conducted by a Hearing Officer: If a hearing officer is appointed by the Executive Director to conduct the hearing, the hearing oficer shall make a \witlen recommendation to the Executive Director whether to sustain or overrule NVRC's adverse determination, 5.8 Decision of the Executive Director: After the informal hearing NVRC's Executive Director may take the following action: 2) Non:Binding Mediation: NVRC's Executive Director may require informal, non-binding mediation between the parlies before issuing a final decision if, due to the nature of the dispute, the Executive Director deems it fo be in the best interests of NVRC. The Executive Director shall appoint one or more Page 25 of 28HOPWA Year 15 (FY07) Agreement between NVRC and RPJHOUSING individuals who have not participated substantially in the matler in dispute to ‘conduct such mediation. b) Written Decisfon: If mediation is not deemed in the best interests of NVRC, NVRC's Executive Director shall make a firal written decision based upon NVRC’s internal file, other documents filed by the parties, and the testimony and evidence presented at the hearing. The Executive Director's final decision shall include: 4. Adeseription of the dispute; 2. Reference to the relevant terms of this Agreement, regilations or slatutes; 3. Asstatement of the factual areas of agreement and disagreement; 4, Adetermination sustalning or overruling the determination of the HOPWA Program Manager, in whole or in part, with the reason for the determination; and 5, fall or any part of the HOPWA Program Manager's determination has been determined to be valid, a determination of any monetary settlement, the grant adjustment to be made, or other relief to be granted. 5.9 Notice of the Executive Director's Decision: NVRC's Executive Director shall deliver or mail (by certified mail, return receipt requested) a copy of the final decision to the Project Sponsor. The Executive Director shall also provide a copy to NVRC's HOPWA Program Manager to be included in NVRC’s internal file. 5.10. Appeal of the Executive Director's Decision: The NVRC Executive Director's decision shall not be appealable to any judicial entity except on a claim of arbitrariness. PROJECT SPONSOR PROGRAM MANAGER INFORMATION: Name: Title: Address: Telephone Number: Facsimile Number: a Email Address: Page 26 of 28HOPWA Year 15 (FY 07) Agreement between NVRC and RPY Housing ‘The Project Sponsor shall notify NVR in wring of any change tothe Program Manager Information, NVRC PROGRAM MANAGER INFORMATION: Nam Michelle Simmons Tile: Director of Human Services ‘Address: ‘3080 Willams Drive, Sule 510, Fairfax, VA 22031 Telephone Number: 703 642-4632 Facsinile Number: “703 642-607 “Bebo Email Address: simmons @novaregion.o7g NRC end the Project Sponsor agree to notfy each otherin writing of any change to tis Information, Signed by: 6. Matk Gibb Hab CooppLevy Exebutivé Director Executive Director PJ Housing Northem Virginia Regional Commission 2666 Miltary Road 3060 Wiliams Drive, Suite 510 Arlington, VA 22207 Fairfax, Virginia 22084 708/528-5606 x 13 70916420700 Dato__/2.. 14.2007) Dee 0 qoc] Page 27 of 28HOPWA Yeer 15 (FY07) Agreament between NVRC and RPJ HOUSING Aitachments incorporated es par of this Agreement: Schedule A ‘Schedule B ‘Schedule C Schedule D ‘Schedule E Schedule F ‘Schedule G ‘Schedule H Schedule | ‘Schedule J AIDS Housing Opportunity Act, 42 U.S.C, 12001-12912 HUD Consolidated Submission for Community Planning and Development Programs, 24 CFR 91 Housing Opportunities for Persons with AIDS Program Final Rule dated Apri 4, 2007, 24 CFR 574 HOPWA Year 16 (FY 07) Project Work Plan HUD Feit Market Rents & Income Limits HOPWA Year 15 (FY 07) Operating Budget and Narrative Detal HOPWA Consolidated Annual Performance and Evaluation Report (CAPER) Monthly HOPWA Logs HOPWA Annual Grant End Report Special Conditions Page 28 of 28Project Sponsor Name: RPS Schedule D HOPWA Year 15 (FY 07) PROJECT WORK PLAN __ Roos ing Service fo be Provided ‘Number of Unduplicated Households fo be Served . Total # of Each Service Unit fo be Provided Tenant-based Rental Assistance —T_ Households I Ongoing Rental Subst Payments “Z- First Month's Renl/Securty DeposiiApplicaon Fees Short-term Rent, Mortgage & Utliies Households —— Rental Payments -| ___ Mortgage Payments — Ultity Payments Housing Information & Referral Households —__ Housing Counsaling Sessions provided _—— Information provided/referrals made —— Budget/Credit Counseling Sessioris provided _—— Empowerment Workshop Slots offered — Website hits received Operating Costs Households ‘Supportive Services Households | —— Benefits assessment counseling | sessions —— Legal representation —— Transportation to key medical & service appointments OtherSchedule D HOPWA Year 15 (FY 07) PROJECT.WORK PLAN, continued Month | Month End Aalvity Staff Responsible | — Household | Deliverables and Other Begin Families tobe | Progress to Date served MICK | pragainy | LEE YOnnsS ap Teery eee 2008 AeBAO APARMEMTS rr) NEWTON ei ALL ANDALA FEpAVARY lense | ust AT reek ; noos PNS%IN | roar myee neaermertts i | jyeustont ( Pamieg ARUN ETE MAReH LEASE =} UNIT AT Tee 2009 | PNGOINE | aes cua AtaRTAReNS Ind ca 1 Fame AXANDRIA oe Lense [unt Ar On GoING : ne penetmens | oe } Fase Love Longyy ew) SERENE ft NEWTONS‘Schedule F HOPWA YEAR 15 (FY 07) Operating Budget and Narrative Detail Project Sponsor Name Rei Voorn Service Area: KALINGA ASD A Ic {Clioose Tenant-Based Rental Assistance; Short-term Rent, Morigage & Utlties; Housing Information & ~ Referral; Operating Costs; or other title reflecting service area in which funding is awarded.) Categorical Line Item Program Cost Narrative Detail Salaries Fringe | Consultants ‘Occupancy TRAN BASED PONibe ASHTAME ‘Travel ‘Supplesitinor Equipment Capital Equipment Client Costs Communication Other Direct Costs TOTAL ‘Sighature of Project Spondgr: Printed Name: {erG Cooteel _ Tite: _execube “AweoloeHOPWA Year 15 (FY 07) Agreement bebveen NVRC and RPJ Schedule J: Special Conditions 41. The scope of services for this Agreement is as follows: RPJ will earmark seven ofits units for use, by HOPWA eligible individuals and familles for approximately 5 years. The units will include the following or other vacancies that exist at the lime this agreement is negotiated: + One 4-bedroom unit at Ft. Myer Apartments (Courthouse Road, Arlington) « Four efficiency units al Arbelo Apartments (Bashford Lane, Alexandria) (these four units wit be eligible for accessibiliy enhancements planned & funded by RPJ to assist mobllly Impaired tenants.) » One 2-bedroom unit at Lacy Court Apartments (Commonwealth & Nelson Aves., Alexandria) ‘* One 2-bedroom unit at Longview Terrace Apartments (Seay St, Alexandria) The five year period during which units will be set aside for HOPWA eligible individuals and families wil commence with the inception of the first lease on each unit and end approximately 5 years thereafter. l¥upon becoming avaitabe or vacant, the set aside unis) or their equivalents cannot be filed by HOPWA eligible persons within RPu's normal tumaround time, which is 30 days, RPJ may place a non-HOPWA indlvidual or family inthe unt, wth the next comparable unt going to the nex identified HOPWA-eligibe individual or family. RP. shall develop regulations to describe the circumstances under which exceptions would be made to this rue, due to hospitalization or other extenuating circumstances. NVRC shall not be responsible for paying rent on vacant units. clients must meet the following eligibility criteria: To be eligible o rent set aside unit ‘Bo a very low income (by HUD's definition) family or individual witha least one family member who is HlV-positve, HUD's income limits are included in Schedule E: HUD Fair Market Rents & Income Limits ‘Meet RPJ's renfor requirements, as determined by RPJ, and as described in its document: RPJ Housing Resident Selection Criteria, RPJ will use the Housing Cholce Voucher Program regulations as a guide for calculating tenant incomes and tenant portions of rents. NNVRC will designate and shall inform RP4 of the organization that will maintain the waiting list for use of the set aside units and fulfil requests for new individualsffamiles when notified by RPJ thal a vacancy has occurred. ‘Schedule J, Page tof 1TABR (Documentation of Operating Budget)Low-Income Housing Tax Credit Application For Reservation D. Operating Expenses 1 Adverightting 2. Of aaries’ 5. Of Supe 4 oneendee Apart (yee 5 Mangement Fe $000 of BOL sissies _rervat (cage eat eee! 1 StU (Cope) Step 9. ding 10, Bellerig/Aecouning Fes 1, Telephone Aso Service 12 Tax Crea Meno ee 13, Manso Adm Teal Adaintraive ates 1s, Hestety 16. War 1, Sener ‘Tota Uy 28 Jaethenig Supe 21, JmieCering Crmet 23. TaRemowt 24 Sey ParlCaotst 26 Grands apes 27. Grends Coast 2. Repel Sepa Cotzet 51, lotr MserneeConeast 32, Heating/Cooling Reps &Miinemace 532 Poo NateaneCoeSitt 534 Snow Remon 35, DeomatngPayellCone 36 Deeg Sepsin 537, Maas Operating & Maintenance Tots 34 Re Ete Toe 58, ayo Tanes, 41 pany & Cy surance ‘2. Py Bool 15, Workmars Canpenaon ‘4, Hah anzece & Enpyes Belts 45, Ober Isance "Total Taree & neraace Tol Operatiog Expeese DI, Tot Oper Pert Replcement Reserve (Tt # ais X S300 $250 Nw Cort Edy Mine) ‘Tota Expenses $5050 D2. Taal Oper x. As OT (om 3) si7igi0 395% 510200 sisigi0 2009 Page 16ins |e o0 sears eran rane sowie s—Fssrar sues +t acta canoe 10300 Sa RrTABS (@ocumentation of Project Budget)liminanyiestimate: oP Tene Bel Ee ee Unite 34 (GSP Existing 31,00 Jcomputed, joked cls Buildings 2 GSF New ual 31000 Burdened Labora Wiaterias Subsonic Subiotal | Units | sive [| sebsot | units ] sini | subsor | unite | siunit | Savor | Unis | sai | subtor ss00] co so] sod 14000] 200 70] 14,009 49.500) 925) | 43309 ‘Ast Sop Project Enno Project AssuCle “3a00) i] a) aoe Safety Diez Quality Coto Dieta (General Labr)Constnt Clans soo) 750 30) 22,504 Volunteer Corina [Geanap Dumpster -new constuetion oly 300} 32s) 6300 Fial intron 6.00) si] 200] ___ zoo [Temporary Uatiies cooing Wate Toile 1300] sso] 1300 ‘Winter Prteston 130) 1} 1,500] of Eleni Mean Femporary OlfcelCommanicaions Office Sup} snl 5| 2 srs Trsuppoa 1.100 2] sso] 1.209 tie Equipment Laas} s| 2s] ast Phones 050 s|___ 10] 1.050 aporary Sit Sones Roadways Parking Signage 09 1) sod 00} Storage Fal 2,000) 1} 2000] 2,00 Srowiee Contr Barriers, enclosure ‘ight Security Gara Sezuriy Fencing 000} s|___ soo] 4.000 PPocamentation ‘Avail Drawing} Copies Blueprints Spe 1,000 0} 100} 1,000 Test ood} 1] 000) 000 Operation & Maintenance Manus 509 i] “soo ‘00 Prowl 409) i) 400 [Cauipment Preliminary Estinate Pagel ofa Prepared By Constrstion Management Group LLCBurdened LaborSat Tera Subeontaet ‘AiorancePragitampSum Divison | subiort_| units | susie [” suotot [Units | sunie | Subiot | Uae | sae | sudo | vais | smn 7300) W230) 1300 2,00) 1] 2,000) .000 759 1] 7s 750 00} 3} 100 500 na] 1) nas ns sxe) sl 100) 300 Tae sas) s0sa5 Fao) Bas 3,835 4 5.4% Epa Tale select sidewalk, strandings, ateaways 2,800} a] 2800 Site Conte) ther Ste improvement [Baiaing Componcats aster, entry doors, cab, radios, Strs, 1,709 3a] sso 2400} 2] 1200] wm 3 aa 1.020 ul so] m0 3.95 208) as 3.960 36| 10 oa} 1a __ sso} soa} 1] 4300) 400 ae a Ec a0 Siunit-Sigs] 1312 y Setotacost| 2535 ‘Sewer Jearthwori Erosion and Sediment Conta 09 1 a09 100) Devateri lea and Gra Seletve wee removal an rimmi 2-00) a] 2,500) 2,509 emofaal existing aspal dcivenay] 2300} 1} 2800] 2809 Haul Spoil Fil Preliminary Bstinte ‘Avilo Apariment, Alexandria age? of 2 ate 5132009 Prepared By: (Constraston Management Group, LLCBurdened Labora Sobermiract AllowancoPlogibamp Sear Divison [ Subrout | Units | sUnit | Subtor units [ suai | subroe | units | svUait | subtor ‘BeswateBacil LL subyrado wal ‘ope +309} ol 0 aut 2st a0 on) Swale p rp PrepiCompact ley/Pcking Ped Shoving end Underpinning - Helical Pil [Reiataing Wale site Concrete Footings Retaining Walt 107 Inerlocking Block Retaining Wali ite Conerate dumpster pa 0g 1) 3300] 5700 ADA rampletuining walls on bldg - excavate 600 1] 6600) 6600 ‘epais entry stairs and prt ning 3,409 2} 700] 3.400} replace damaged sidewalk squares 5409 20} “270] sa] whee stop 1.500} 2s] col 1:50 spat Paving asses drivenay- 6 gravel base, 6 asphal wars zoo] ss] aos ‘ack cca and 112 parking lo toping} 12331 8600) 14s] 12331 ‘aT 2* base 2 wide parking lot ding dumyst iim sa] 1s] a7 stipes “cof 25 16| “sa [candscapingiinigation sigan} ‘Tops Mlowanee. landscaping and seeding 12009 3} 12000} 12,000 “Tree Prep ‘Ground Cover 107 tien sea} re, hyd son timber window wells partial 4.000 ol 00]___4.000 [Sie dicae StaisRamp Ral sa2o} so as} aso bollards at dumpster ‘o9} 4] 10] ‘09 Sis Fensingl Signage ‘Trai Sigsag] 309} a} 300] 300 Parking Signage ‘oof a} seo} 500 Projent Signage 1,000 1] 1,000] 1.000 Sie Uaiee Storm Water Management mae Storm Cope Backflow Preverters Pretiminay Etna PageSof2 Prepaeed By: ‘Arblo Apartnent Alexandtin patesA32 909 (Cootroston Management Group, LLC> Burdeecd LaborSiatt Divison Subtotal nits | staie | Subtot ‘AllowaneoPiag Camp Sam unis | Wait | subtot ‘Water a Sewer Lin Gas Lins rainwater harvest stem Fire Sprinkler Lines} lets Service Trough TViPhoe Cons) ‘Transformer Pel salads drsnage sytem ther Site Improvements beac tumpstr fencing bike sack - 10 bikes pegol 10) 2,500) “0 2,0) “59 “Total Siowor Sluait-Sis total cost “is9f nr) "Toil Division Tifa Conerate= pac 15am0 Structural slab repairs ADA plumbing omer Cemetitous Dek Topping} special achitetral fies ExpaasionJoint/Ceulkng Toai Division il Slant Si fStructuratVencen ‘Tuckpoating| enclose openings at ent landings 16200 Pretminay Estinate ‘Abele Apartments Aletandria red Bye ‘Contraction Manageteat Grup, LLCTurdened Labora Tinea Subtotal | Unite [| sine | Subiot ‘AlowanesPlugamp Sem suit [_Subtot [vais | suai [ subtot 1] 20.000] 20,000 ‘Masoary Cleaneg Moran Reinforcing Wie Reinforcing Stel Gro “TievConnectors ‘Metal Fishing Fabre Flashing “Toil Division IV] 36600] 3600 ‘Sluait- Sie toil east Tea TYE ructaral sceTancous Meal Arciecmral Meas ‘Str Ral 6,050} uo} 33] Fabricated Stairs repair ‘Window Security Bar Meta Species assembles “Tota Division rr ae) Slant Sis taal cost, mise rep 10209 34s laundry vet openings ‘sa | ial 250 ‘olet sheathing 250} sl 73} Roo Syste ‘ada fang} 3,609 y sed laminae ro 200) 1,800] 3,60 retininary Estimate Page Sof12 Prepared ‘Abele Apartment Alecadria pate s0372009 ‘Construction Management Group LLCTT iertened Tater Tara Division [Subst | Unite | si Tabsontat ‘AllowancePugiCamp Sam Unies | srtaie Units | svaie | subtot subtot_[ Units | stunit_[ Subior RepsitReplacement Exag Wall, Foos, Root light dy sel stu [stron then cabinets, vant 105,409 34] 3.109 ralPane 22} so 2} 200] | “300 xls 32] 209 3|__ 5 Phase mints counterions Plastic Railings Simulated Wood Trin} simulated wood de 25 ‘Total Division Vil 178200 Stunit-Sigs] 5.253 Yetoraeost| — e.48%| Scena Blown Issa) ‘Battalion Homasoe eynene Soand elation resoppng sealant] Green speciai sams] sa NaistarelWaterproofing Foundation Waterproofing Foundation Danpprootng Masonry Moisture Proofing} ‘Caulking and Seats (nl wwsding Root Sytem Shingle Tew Dunpsted lashings and Shot Met sheathing repair allowance Preliminary Etna Page Gof12 Abele Apariment Alena pee s32009 Prepared By: ‘Construction Management Group LLCBurdened Labora Taber ‘Allowance logitamp Sam Divison | subvotar | units [ srunic | Subiot [waits [sonic | subtot | Units | sat | Sabon | vats | siUnit | subtor Te paper, ese singe (515069 maf ridge vena 405 vs] 2} se 2250) 3} 430] 2259 cop 209) 3] 600} 320} 300) a] aaa 205} 387s) | aan uter!dounpous 4200) 30] nl 4280} Other Root Systems et) zs] 10s}. 2.660} 180 ua] 2,660} sal a) fal 259 Tepes] Bs 85 Beas 2.53 | Yotortest| 4285 | _ Le = 8 | ST m7] : fF Ts Front Eatry Deoc/enelosre «6.40 2] 3200) s.400 ire Dots in masonry 44200) sa] 1300) 44200) ‘Mesa Doors and Frame 200) 2|—xpo0] 2400 ADA Prohung/Trimmed Ini Doors 2.809 2} “soo] 1,0} ‘Repairs Existing Doos| 10200 34] 300] 10200 Sliding Glass Doo Seen ad Storm Door Aatooot Access Doors 1.700 2] sso} 1.09 ‘Garage/Overheed Door age7of12 Prepared Bye ‘Alo Aparent, Altandria Date S300 (Contraction Manageseat Group, LLC[rained tater Taera ‘AiowaneePingamp Sam Divison | subiota | units [ siunit | subtor [Unite | sivuit | subtor ‘Subiot_[ Unis | sai | subtot ‘eplce aiding doo T3329 13.529 Comm Hew - Lock, Tr, poop hole, W. STrip, Closures 1789 173889 "leewonic Lac Assembly ye -Inerioe Door Lack, Stops 13269 13269 Manufactred Window Uaitenap uz3aq 208] seo) 112,300 Storeicnveurtain wall ystems Shah} Minor Ciber Gling Specialy Window Hardware 209 2} 100 209} = “Lowvesivena Divison vitif —22350) 225,850 5} Slunit-Sigs] 6584) 1 - 111394 ee jo 2109} 2] 1050] 2a} 18,709 sa] sso) 8.700 3.00) 2] 1780) 3.300 11,309 se] 350) 900 22,509 34] 1250] 2,300 nae 208) oo] 2 ooring carpetvetithens ansig zon} 30] aria} All Flooring Preliminary love walk off maa 0 a asd 09} Weos| stairwell reps 100) 2} sof ,500 “Larsioate/Vinyt 1 units 2039} ui} 190] ___ 2.0 Acoust Tite Cetioes} Wale valcoveringaPan Walpape Paneing Wainso eariace (Ceamic Tle tb epi 1650} a4) aas] 1680 Preliminary Kstiate Page of12 Prepared By: ‘Avila Aparunest, Alexandria ates3709 ‘Construction Management Group LLEBoricecd aber Tena Senta Diviion | subwwat [Unis [ suai [ subior | ats [ sume | saben | vnis | sai | sober comers ‘nity a) ulus Mise pat iN Tota Division Do] — 15560) TBS io ‘Shanit-Sipq] 5.755 z A total cont pec Soe af a x Fis Eninguhen} Tas To) 15 Postal Equiomen| 221d us cnclosed Display Bos saa 2} asd sina 45 Seas Lomereresastr est Cons 5.90 sal ss ‘ati Aas Mal CiTTow Baap Hodes 0 3145] 4929 ADA Bathroom Hardware ‘00 2 aso) 00 acces dora 2559 | as] BatiShower Dora 2214 | os] ad ‘Mtl Stetina Laundey Aces Fire SefiagCaul Pet Sean Storege Assembly oar Disa XV Hs Ti Suni ttl cost e =x) eaipieat — zs oI rion re Retigeto| Ta] eso) 22.09 Divas oa} aso Garage Dispos Ranged sal as] sso Tizowa Range Hood 950 si] as} 590 WastesDyea] 300g 2] 500] 3,09 Rerseuble Ate Acces Stn ‘Toa Dra Gr 7 Snit- Si total on a arabs ye eam "Window 3) aso) 6309 Window Tames] Site Fish | “Total Devson xl] 3500] B50 7309 ‘Snips Pratininary Estate ‘Abela Apartment Alexandtia ‘sa fi aged of12 Prepared Bat ‘Ceastretion Management Group, LLCST ‘AlowaneoPleg Camp Sum swuait_[ subiot [vais | siunie [_Subot 0 Special Contraction Pre-Engineered Mal Stu “Tubs Founins Poo Lighting Proteton Solar and Wind Energy Equipment pl stations, bells, hone line o Fire Dei Security Sytem - Comers, DVR, Monitor ‘Spraller Sytem Burdened Labora —T Viaterate Divison | subiota [Units | suaix | Subsot | Units | suit gf 2} 3s 2|__13s0 Slunit-Sie os total cost _ 2 50 Keka Plame aR a a] | HE 4 i Plumbing Piping Systeme DWV System - replace laterals oa fixtures as] 2250] 76.50 Fspais Water System wiasulstion at Cold Lies si] 230) Video Existing Sewer Mains to Soa vate connections dishyasher a] ars) all new plumbing ada ui 2] r200) 14,400 repair sucks 2|__ 25500] __s.a0) [strasiractare Equipment ‘Water Cieation Purp C02 «ye 2200) 2200 now exterior lennox 2} “sol 0) ps, comnetons ada aun 2} x40] 2,09 Cena Hot Water estes 2] sscol ano} unit shutoff valve] aaa} ato] za aie shower 5209} 2] 2,600] 00} shutoff aves by te 100) 4) sso] a} Standard Water Hester “Tankless Water Heatest + Bathrom Sinks T Praininary state Page 100112 Prepared By pee s36009 ‘Construction Management Group, LLGBeriened Labora Maer Subeontract ‘AllowaneoPleg Lamp Sum Subtotal | Units | sitnit [| Sobiot_[ vaits | sruuic [subset | Unis | snit | Savor | Unis | swaie | Senor ‘wb 4350 7] soy sy sesurfice tbe s2si 1s] 350] sof itchen Sik 339 3627s] Faucet 25/09 36) 750) a0 Water Cosa 9.350} 34|__ 27s] “3350 "Foal Plambing| 195750] 195.790 155,799 Slunit-Sigs] 5.759) q Yorotaeost| 5.79% HYAC Ductwork Syste Insulin Fire Damper oat Top Unis Tin splis 94949} Tag 3] sam] 98,5) ‘Baseboard Radiator Piping Boil ventlaion- starve 4200) 2] 2100] 4.200) ‘Air Handles\Condens/ThermafLine Ses ‘Air Cleaner a Dehumidiers| Dactwerd Taso) Bath Fan/Vents eat mp} sso} 34] ars] 650 ange Hood Vent WashexrDryer Vets Toalnivac| 1075) — 210759 Tag Slant 6,99} 7 etal cost| 10484 Tota Division XV] —a0s.s40) 4650) aos.49) - ‘Slant 1135) of Yetotalcost| 20.225 on eicciieal oT RR REL Safer |peTa fe vaio 800 Amp Buldiog Service -Disconnowy 24000 2} 12,000] 24,00 200 Amp House Meter w/Disonne 1300) 2] “esol 1300 12S Amp Main Lug Only Pane w/Brealers 2500} 34] 150) 2's00 ‘Meter isc) 13309 36] 225] 15300 eathetheadlCondit (esume overhead servic) 3000} 2] 1,300] 3,000 Pei ‘5,00 tL 5300) 5000 Preininary stint Abele Apartments Alecia Page 11 of2 Daesiszmi5Barieacd aber Sat Tabet RiovaacePngiamp Sam Division [ Senet | unis | svat | subir | aie suwiet [ais [ sua [suitor | vais | sitie | suet To Ua Seniesa [00 31150] 39.100 aman Arca Orclry ihe Pag Ci scl a] 1a Devise ‘sa 3] 3s Enarpeneyfict Ligh Chest 5) a] a Cia ight Ouet Create RoxesDevie «a. si] 2030] .700 11300 x “330 aq ai] ars] aso 1300 a] 450 Motion Sensor st uniti reson Acs 8. ul aso] soo ‘ag 2} 300) og 09 2] «00|___ ecco [rare 2.600 2} 1300] 2600 bang a] 2500) ance r7850 sa] sas] rng u0) an Freitag 1009 4 Whelcandutaes Pole Ligh 09 4 [Somanaicrions Poo sq x| cae 759 x| Toni Dison Rvi] 332950) SSA] Sianit-sies] —o.77] to teiottcon| 6339 re ial Rabe et Re AAT oe al Be arm ale qT aes Toa teDisons| STASI) $1555.75] 720) Tsay Tara Tas Bended Mari Tax Rael 5.40 [Tost tei Texel 0 “Toul Mates waxes TET Tas] ‘sss 575635 | Savio F166 505 Bond] 1.0% ‘sinss BuidersRisktasuranee| 125% _ S248 a a T T mT Premier Estimate repent Prepare: ‘rile Agent Sexnda passe Construction Management Group, LLCTAB T (Documentation of Financing Sourees)Boston Capital May 12, 2009 Mr. Herb Cooper Levy Executive Director, RPJ Housing 8 West Nelson Avenue Alexandria, Virginia 22301 RE: ARBELO, LIMITED PARTNERSHIP (the “Partnership”) Arbelo Apartments, Alexandria, Virginia (the “Property") Dear Mr, Levy: On behalf of Boston Capital ("BC"), I would like to thank you for the opportunity to present a proposal for the equity financing of the Property. Cerlain capitalized terms are more fully defined in Exhibit A attached, Project Assumptions ‘Based on information we have received from you, we have made the following assumptions: Development Structure . ‘The Partnership will acquire, rehabilitate, own and operate the Property, which will consist of 34 units including 8 efficiency units, 6 one-bedroom units end 20 two-bedroom units. * BC will purchase a 99.99% limited partnership interest in the Partnership. An affiliate of BC will be the Special Limited Pariner, * The general pariners of the Partnership will be Robert Pierre Johnson Housing Development Corporation of National Capital Area, Ine (referted to as the "General Pariners” even if there is only one), * The obligations of the General Partners will be guaranteed by an entity and/or individual acceptable to BC ("Guarantor"), The Guarantor must demonstrate to BC, in its sole and absolute discretion, its ability to provide meaningful guarantees. * ‘The management agent will be an entity acceptable to BC. * The contractor will be satisfactory to BC. Construction will be fully bonded. In lieu of payment and performance bonds, BC will consider a 15% letter of credit. Development Schedule * BC’ agreement to purchase the limited partnership interest at the pricing, terms and conditions contained in this proposal are based on the assumption that the Partnership closing, and if applicable, the financing closing, will occur on or before December 1, 2009, AOS154058C Botton Capital Corporalen One Bosten Pare Boston, MAC2IO-4406 Phone: 67-624.0900 Faxc67-624-0999Mr. Herb Cooper Levy May 12, 2009 Page 2 Construction will begin in December 2009 and completion will occur in August 2010, * Initial lease up will begin in April 2010. * 100% qualified occupancy of the residential units will occur by September 2010. ‘* Permanent loan closing will occur by January 2011, * Rental Achievement will ocour by October 2011. inancing/Assistance * ‘The Property will receive construction financing in the minimum amount of approximately $4,000,000. + The Property will receive permanent financing in the amount of $2,650,000. $650,000 of this will have an interest rate of approximately 8,00%, a 35-year amortization schedule and a 35-year tem, The remaining $2,000,000 of permanent financing will have an interest rate of approximately 3,75%, a 35-year amortization schedule and a 35-year term, The maximum amount of mortgage financing will be subject to a 1.15 DSC utilizing BCs underwritten rents, other income, operating expenses, replacement reserves and a 7% vacancy factor. + The Property will aso receive secondary financing totaling $1,685,000. All of the secondary loans will have 30-year terms with interest at 0.00% and no required debt service, although cash flow (afler payment of the BC asset management fee) may be used to pay accrued interest, All of the loans will be non-recourse during the compliance period. Reserves + Anoperating reserve in the amount of $175,000 will be funded ftom capital sources at or before the time of the permanent loan closing. ‘The operating reserve will be held by BC. The operating reserve will remain available until the latest of (I 60 months after Rental Achievement, (ji) 115% debt service coverage for each of the six consecutive months occurring immediately prior to release of the reserve, or (iif) the date permitted by the lenders + Ateplacement reserve will be fimded in the amount of at least $300 per unit per year, or such greater amount as may be requited pursuant to applicable loan documents. * A construction contingency in an amount of not less than 10% of the construction contract amount will be budgeted for the sole use of the Partnership. ‘Tax Credits * The Property will receive a reservation of tax credits for the year 2009 in the amount of $466,245 (*Projected Credit") from Virginia Housing Development Authority. Based upon the projected development costs, the applicable fraction of the development with tax credit-qulified units and the overall qualified basis of the development, itis anticipated that the final cost certification will support full use of this reservation amount. Please note that BC will purchase 60% or $279,747 of the tax credits and the remaining 40% or $186,498 of the tax credits will be exchanged through the Virginia Housing Development Authority. ‘The resulting source of exchanged tax credits will boa financing source of $1,585,074. * ‘The Property is not eligible for the 130% basis stepup. ASIST Ean Race Boston, MA 02100-4806 Fone: 617-4604.8300 Foc 61764-8999Mr. Herb Cooper Levy May 12, 2009 Page 3 * Tax credits will be generated from the Property for the Partnership as follows: $161,814 for 2010 $279,747 per yeat for each of the years 2011 - 2019 $117,933 for 2020 Other Assumptions + Wohave assumed 40-year depreciation for building improvements, 15 years for land improvements and 5 years for personal property. * "The tax credits, depretiation and operating profits and losses of the Partnership will be allocated 99.99% to BC and .01% to the General Partners. * Pricing is based on the material assumptions detailed in the proposal, Any change in these sumptions will have to be evaluated based on the yield to BC. * BC reserves the right to reach satisfactory resolution of the 704B/Capital Account, in order to maintain yield on this transaction, Investment Terms Capital Contributions Based upon these and other assumptions contained in the materials you submitted and subject o the satisfactory completion of BC's due diligence, BC will use its best efforts to raise equity to make capital contributions to the Partnership in the aggregate amount of $1,874,117 ($0.67 per dollar of tax credit) in the installment amounts and subject to the conditions set forth below: Conditions, _ Amoimt | Percent Ist | on the latest to occur of (i) the tax credit reservation, (i) | $187,412 | 10% closing of the construction financing, (ji) receipt of a commitment acceptable to BC for the permanent financing, (jv) receipt of a final and approved set of construction drawings or (v) admission of BC; 2nd | on the latest to occur of () the Completion Date, (i) Cost | $1,499,294 | 80% Certification, (ii) updated insurance certificates, (Iv) updated ttle insurance policy satisfactory to BC, which polioy in no event shall contain a survey exception, (v) Permanent Mortgage Commencement, (vi) Fanuary 1, 2011 ot (vi) satisfaction of all of the conditions to the payment ofall prior Installments; and ASSIS Eon Pace Bonton MA 02100-4405 Fone 6174240900 fa a7 cn.0999Mr, Herb Cooper Levy May 12, 2009 Page 4 3rd | on the latest to occur of () State Designation, (ii) Initial | $187,412 | 10% Full Occupancy Date, (if) receipt of satisfactory tenant file compliance review, (iv) Rental Achievement, (¥) October 1, 2011 or (vi) satisfaction of all of the conditions to the payment of all prior Installments ‘The first installment shall be held by the construction lender and disbursed upon submission of draw requests and site inspection reports, in forms approved by BC, as construction progresses. Aausters ‘The capital contributions shown above shall be subject to adjustment based on the following circumstances, Reductions in capital contributions will be affected by reductions in future installments and then, if necessary, by a payment by the General Partners back to BC at the time of determination of any excess: Initial Basis Shortfall Adjuster — In the event that the annual fax credit which will apply for eath year in the credit period, as determined at cost certification, the issuance of 8609s or at anytime thereafter by the accountants or the IRS, is less than the Projected Credit, the capital contributions will be decreased by $.67 per dollar of the total credit shortfall aggregated forall ten years in the credit period. Upward Basis Increase Adjuster - In the event that the annual tax credit which will apply for cach year in the credit period, as determined at cost certification or the issuance of 8609s by the ‘accountants, is greater than the Projected Credit, BC shall use its best efforts to raise equity to mike additional capital contributions, payable atthe time of the fital installment, in an amount equal to the then current prevailing market price for the increased credit, as determined in its sole and absolute discretion, up to a maximum increase of 10% of the total capital contribution. Initia Timing Adjuster ~In the event that, resulting ftom delayed lease-up, there is an annual eredit shortfall in the first year which is deferred and causes a corresponding increase in the credits to be delivered in the 11th year, the capital contributions will be decreased by §.67 per dollar of the total amount of the deferred credit. Performance Adjuster -In the event that there is a credit shortfall or recapture of credits for any year beginning within five years after the Completion Date, to which the initial timing adjuster does not apply, the capital contributions will be decreased by the sum of (1) $.67 per dollar ofthe credit shorifall for such year, plus (2) the amount of any applicable recapture, interest and penalties. If such credit shortfall or recapture applies to any later year, instead of a capital contribution decrease the amount wll be deemed to be a loan (a "Credit Recovery Loan") by BC to the Partnership, which witl bear simplo interest at 9% per annum and be repaid from cash distributions, AOS1S4RSSE eon Pace Berton, MA 02108-4406 Phone: 6174624.9500 617-624-0999Mr. Herb Cooper Levy May 12, 2009 Page $ General Partners Obligations In addition to the Adjuster obligations noted above, the General Partners will have the following obligations: Development Obligation, The General Partners will guarantee delivery of a completed, lien-free ‘project (Including all final certificates of occupancy), in accordance with plans and specifications approved by BC. The General Partners will be obligated to fund without reimbursement any overruns or development deficiencies incurred to achieve project delivery and Permanent Mortgage . ‘Commencement and to pay the full development fee (provided that a portion of the development fee, up fo the amount projected for deferral at investment closing, may be deferred and pald from cash flow). Operating Obligation. If the Partnership incurs an Operating Deficit for any period prior to Rental Achievement, the Genéral Partiers will furnish funds to cover the Operating Deficit on a rnon-reimbursable basis. Thereafter, Operating Deficits incurred after Rental Achievement will be ‘met by General Partner advances ("Operating Deficit Loans") up to a maximum outstanding amount $250,000, This operating obligation will be released 60 months after Rental Achievement, provided thatthe project has averaged 115% (based upon audited financials) debt service coverage for the twelve consecutive months occurring immediately prior to the release of this obligation Operating Deficit Loans will bear no interest and will be repayable from future available cash flow or sale proceeds, Repuichase Obligation. Heeriain development, operational or tax credit benchmarks (such as placement in service, issuance of 8609s, Permanent Mortgage Commencement or Rental Achievement) are not achioved by outside dates to be specified in the partnership agreement, the General Partners will be obligated to repurchase BC's interest in the Partnership for a price equal fo the excess of BC’s Invested Amount less capital contributions not yet paid by BC to the Partnership. Fees Development Fee. The developer shall earn a development fee in the amount of $840,000. Any portion ‘thereof which is permitted to be deferred shall be paid from cash flow, provided that the General Partners shall be obligated to pay any deferred amount outstanding on the tenth anniversary after the Completion Date Partnership Management Fee, The General Partners shall receive an annual fee in the amount of $3,400 for each year starting with 2011, payable from cash flow for such year if availablo. ‘Assot Management Fee, BC or its affiliate shall receive a guaranteed annual fee in the amount of $3,400 for each year starting with 2011 (which fee shall increase based on any annual consumer price index increases and shall be cumulative). AOS T5453 Gon Poe Beton, MA 0208-406 Prone: 617504:9500 Fas 617-64.6999‘Mr. Herb Cooper Levy May 12, 2009 Page 6 Allocatton and Distributions Cash flow from operations after payment of operating expenses, required mortgage debt service and funding of required replacement reserves shall be distributed as follows: First, To the payment of any Credit Recovery Loans; Second, ‘To BC as payment of the Asset Management Fes for the curtent and any prior years; To the developer as paytnent of the deferred development fee if any; ‘To the General Partners as payment of the Partnership Management Fee for the current year} and ‘hid, Fourth, To the General Partners to repay any Operating Deficit Loans; Fifth Sixth, The remainder, 70% to the General Partners and 30% to BC. Nevertheless, BC shall receive a minimum of ten percent (10%) of remaining eash flow after repayment ‘of any Operating Deficit Loans in item Fourth above, ‘The net proceeds of sale or refinancing shall be distributed as follows: First, _To the payment of any Credit Recovery Loans; Second, To BC.as payment of the Asset Management Fee for the current and any prior years; Third, To the payment of all debts and liabilities of the Partnership not otherwise provided for, first those due to BC and then those due to the General Partners or their affiliates; Fourth, To the General Partners to repay any Operating Deficit Loans; and Ei 70% to the General Partners and 30% to BC. Disposition of the Property If equested by BC after the fourteenth year ofthe compliance period, the Genere! Partners shall request the eredit agency to find a purchaser for the Property pursuant to a “qualified contract” or to terminate the ‘extended use agreement, and if acceptable to BC the Property shell be sold to such purchaser. If the General Partners are otherwise unable to arrange a sale of the Property efter the tax credit compliance period on terms satisfactory to BC, then the General Partners shall have the right o purchase ‘BC's interest based on the appraised value of the Property, If that purchase by the General Partners does not occur then BC will have the tight to either yurchase the interests of the General Partners based on appraised value or to sell the Property. AOS SAS Eon Pace foram, MA 02108-406 Prone 67248500 Fe 61742.0999Mr. Herb Cooper Levy May 12, 2009 Page 7 Reporting and Other Provisions ‘The Partnership shall furnish BC with quarterly unaudited financial statements and annual audited financial statements and tax returns prepared by an independent firm of certified public accountants, approved by BC, who are familiar with reporting requirements applicable to tax eredit properties, under a timetable to be specified inthe partnership agreement. Due Diligence and Closing Process Upon receipt of an executed copy of this Proposal Letter and the Due Diligence Documents, the parties will agree upon a mutually acceptable due diligence period and closing schedule. Admission of BC to the Partnership is subject to a customary due diligence review, which includes, but may not be limited to, the following: a) Satisfactory due diligence, including a review of plans, specifications, scope of rehab work, asbestos and lead assessments/remediation plans and related construction documents. b) Satisfactory Phase I environmental report (ASTM Stendards), addressed to the Partnership, dated ‘within six months of admission and/or within six months of property conveyance, if prior to admission, and with a reliance letter in favor of BC. ©) BC market study that will evaluate the Property's suitability and marketability a a tax credit property 4) Satisfactory financial statements of the General Partners, Partnership, Guarantor and affiliates ©) Satisfactory review of the backgrounds and credit worthiness of the General Partners and Guarantor: f) Site inspection by BC. 2) Approval by BC Investment Committee in its sole and absolute discretion. h) Receipt of satisfactory commitment for construction and permanent finanting and rental assistance, i) Receipt of a satisfactory insurance policies. J) ALTA owner's policy of title insurance. ¥) Receipt of an acceptable partnership and local law opinion, to be provided by your counsel, and ‘an acceptable tax opinion, to be provided by our counsel, 1) Negotiation and execution of satisfactory partnership documentation. A085 BES on ace Aston, MA 2108-4406 Phone 674-8500 01404-8999Mr, Herb Cooper Levy May 12, 2009 Page 8 Costs and Expenses ‘The Partnership will reimburse BC in an amount not to execed $50,000 for costs incurred by BC to conduct its due diligence, specifically reimbursement for costs of BC's own market study, its counsel (including tax opinion) and any third party professionals hired to aid it inthe performance of ts duc diligence, BC will deduct this amount from its first capital contribution, If the General Partners accept and approve the terms set forth in this letter, please have the authorized party indicate by signing below. By executing this agreement, the Goneral Partners are confirming to BC ‘hat the Partnership and its afiliates and agents will undertake the transaction set forth herein with BC, ‘will use their best efforts to meet the conditions set forth herein, end will suspend discussions with other parties with respect to their acquisition of this investment. This agreement may only be terminated ifthe conditions set forth herein are not met and such termination will be effective only upon the provision of written notice by BC or the Partnership. Please execute and return to us a copy of this leter agreement, The terms herein shall expire 10 business days after the date of this letter if your signed copy has not been received by us. Please note that this letter is provided on a best efforts basis and BC reserves the right to revise the price as the market dictates and to reevaluate the feasibility of this investment. ‘We look forward to working with you on this exciting project. ‘Thank you very much for your consideration. Sincerely, “Jeannine Ranaghan ‘Assistant Vice President, Acquisitions ACCEPTED ON THE __DAY OF 2009 FOR ARBELO, LIMITED PARTNERSHIP ‘as General Partner A085 ABS Eon Pace exon MA 0108-4406 hove: 17404-8900 Fe 617-424-9999Mr. Herb Cooper Levy May 12, 2009 Page 9 Defined Terms “Completion Date” means the date upon which the Property has been completed as evidenced by (i) the issuance by the inspecting architect and by each governmental agency having jurisdiction of certificates of substantial completion and certificates of occupancy with respect to all units in the Property, and Gi) receipt of lender estoppel letters and a contractor's payoff letter. “Cost Certification” means the receipt by BC of certification of the accountants as to the itemized amounts of the construction and development costs of the Property and its tax credit eligible basis and applicable percentage, “Initial Full Occupancy Date” means the first date, after BC has received documentation evidencing that tax ctedits have begun to flow for all units, on which at least 95% ofall units are leased and physically occupied. “Invested Amount” means for BC, an amount equal to its total capital contribution divided by 0.90, and for any other Partner, an amount equal to its capital contsibution, “Operating Deficit” means any shortfall in operating revenue and funds available ftom the operating reserve necessary to pay all operating expenses (including full payment ofthe asset management fee to BC, replacement roserve deposits of at least $300 per unit per yeer or any greater amount required by the permanent lender) and debt service, “Partial Completion” means partial completion, atthe specified percentage of hard costs, of construction of the Property. “Permanent Mortgage Commencement” means occurrence of the Completion Date, closing of the permaneattfinaneing and commencement of permanent loan debt service payments. “Rental Ackiovement” means the first time, based upon three consecutive full calendar months of operation after Permanent Mortgage Commencement, with each month taken individually, that debt service coverage (based on the greater of actual or projected future operating expenses) equals or exceeds, 115%, “State Designation” means the date upon which the Partnership receives the final tax credit allocation for the Property pursuant to Form(s) 8609, AOS1S4B SS ron Pace Bown, MA 07108-4406 Phone: 617-524:9500 Fe 174.8999LOAN AGREEMENT BETWEEN (TY OF ALEXANDRIA AND ROBERT PIERRE JOHNSON HOUSING DEVELOPMENT CORPORATION OF ‘THE NATIONAL CAPITAL AREA THIS AGREEMENT (Agreement) is made this_Z’“4 day of une, 2006, by and between ROBERT PIERRE JOHNSON HOUSING DEVELOPMENT CORPORATION OF ‘THE NATIONAL CAPITAL AREA, a Virginia nonprofit corporation, (Borrower), as Borrower, and the CITY OF ALEXANDRIA, a Virginia municipal corporation, (City or Lender), as Lender, for the purposes hereafter set forth, RECITALS: ‘WHEREAS, the City has established the Housing Opportunities Fund (the “Fund”) for the purpose of providing funds for affordable housing, and for programs and services that contribute to the delivery of housing services for low snd moderate-income houscholds within the City; "WHEREAS, the Borrower is a housing development organization, which has been i ia nonprofit, nonstock corporation for the purpose of developing, owning, operating, and maintsining affordable housing and sustaining quality communities for low and ‘moderate-income persons in Northern Virginia; ‘WHEREAS, Tho City has been asked to provide a loan of $3,500,000 in Housing Opportunities Fund monies to assist the Borrower in acquiring the Arbelo Apartments, located at 831 and 833 Bashford Lane in the Northeast area of the City; WHEREAS, the Borrower, through a plan to retain curent low and moderate income households and, through attrition, replace market rate houscholds with income eligible residents, proposes to preserve34( thirty-four) apartments at Arbelo Apartments as rental units serving households at or below sixty percent (60%) of the Washington, D.C. Metropolitan Atea Family ‘Median Income, as determined by the United States Department of Housing and Urban Development; WHEREAS, the Borrower’s request is consistent with the City’s strategic goal of creating a caring community that is diverse and affordable, by increasing the number and availability of affordable housing units with emphasis on Iow and moderate income city workers, seniors, individuals with disabilities and others; WHEREAS, the City desires to provide funds to the Borrower for the above stated purpose relating to the development and preservation of affordable housing units for low and moderate income households; ‘NOW, THEREFORE, in consideration of these premises, and in consideration of the ‘mutual covenants and obligations hereafter set forth, together with the mutual benefits to be derived fiom entering into and performing this Agreement, the parties hereby covenant and agree as follows: DEFINITIONS AND INTERPRETATIONS ‘The following definitions and interpretations shell apply for the purpose of clarifying certain terms and conditions of this Agreement: 1. PROPERTY. ‘The property covered by this Agreement is that property generally known as Arbelo Apartments, located at 831 and 833 Bashford Lane in the Northeast area of the Page 1 of 13City of Alexandria, Virginia, Tax Assessment Map Numbers 044.04-02-06 and 044.04-02-07, and as described in that certain deed, recorded as Instrument Numbers 040033918 and 040033919, among the land records maintained in the Office of the Clerk of the Alexandria Circuit Court, and more particularly described in Exhibit B attached hereto and incorporated herein. Property shall mean all land, buildings, fixtures, appurtenances or other improvements located on the PROPERTY as defined hereafter in Paragraph 3 of the Terms of Agreement, and generally known as Aibelo Apartments. 2, — CONTRACT DOCUMENTS, The Contract Documents consist of this Agreement, Exhibit A (Memorandum), Exhibit B (legal description of the Property), Exhibit C (copy of Residual Receipts Promissory Note), Exhibit D (copy of Deed of Trust), Exhibit E (copy of Declaration of Resttictive Covenants and Deed of Easement) and Exhibit F (Housing Conversion Assistance Policy). In the event of a conflict among the above referenced documents, the following order of priority shall take precedence: the Agreement, Exhibit A, Exhibit C, Exhibit D, then Exhibit E. All of the Contract Documents are entered into as part of one and the same transection, and are intended to be construed in a complementary fashion so 23 to give fll force and effect to each, 3. THE LOAN shall mean the sum of $3,500,000 in general obligetion bond funds to be secured by the City. 4. _ BUDGET YEAR shall mean each period of July 1 to and including June 30 commencing July 1, 2006. 5. OPERATING RESERVE means a reserve amount set up to provide supplemental finds for operations and debt service, 6. RESIDUAL RECEIPTS shall be as defined, on an annual basis, as, () the gross income from the Property, less (i) the sum of (a) operating expenses, and in accordance with this follows deposit reserves, audit expenses, capital expenses, and fees, Agreoment, (b) the amount of debt service payments and debt service administration fees with respect to the documents evidencing and securing a first deed of trust loan in the approximate amount of $2,373,880 provided by Mercantile Potomac Bank, to be replaced, within approximately forty-ejght (48) calendar months with construction and permanent financing in the approximate amount of $3,565,000 from one or more lenders, (all of said Toans being referred to herein as the “Senior Debt”, to which Lender agrees to subordinate its security interest upon request of the Borrower). All operating income from the property shall be used to pay for eligible expenses in the following order of priority: i. Expenses attributable to fiscally sound and efficient operations of the property as provided for in the annual operating budget (subject to reasonable and necessary revisions thereto), subject to review by the City, including deposits to reserves required to be maintained pursuant to the documents governing the Senior Debt. Debt service on the Senior Debt when due and payable in accordance with the ii, document governing the Senior Debt. Page 2 of 13.iii, iv. Distribution of net cash flow to the Borrower as authorized in the Promissory Note, to include payment of any deferred developer's fee amount camed by Borrower or its subordinate entity through Year 13 following settlement on permanent financing. Debt Service on the City Loan. TERMS OF THE AGREEMENT 1 a Recitals. The recitals are incorporated herein by this reference. Nature of loan. The City agrees to lend to the Borrower the sum of $3,500,000 from general obligation bond proceeds secured by the City for the acquisition of the Arbelo Apartments. Interest will accrue on the unpaid loan balence ‘throughout the life of the loan, however, initial interest payments will be deferred until such time as any deferred developer's fee eamed by Borrower or its subordinate entity is paid to Borrower or its subordinate entity, but not later than ‘Year 13 following seiflement on permanent financing, and thereafter with one hundred percent of the residual receipts from the property to be dedicated to repayment of the accrued interest and principal until these amounts are fully paid. The loan will be evidenced by a Promissory Note, and shall be secured by a Deed of Trust given to the City by the Borrower for such Property. Purpose of Loan and Scope of Services. The Loan Funds shall be used ‘exclusively to fill a financial gap for the acquisition of the Property, for the purpose of providing low and moderate-income rental housing in the City, Amount and Source of Funds. The $3,500,000 is a loan of non-federal funds provided through the sale of City of Alexandria general obligation bonds. Effective Date of Agreement. The Borrower may obligate and expend the ‘proceeds of this Loan as of the date this Agreement has been fully executed by all parties, and contingent on the Borrower's ability to secure adequate bridge financing from other sources for the remainder of the acquisition cost. This Agreement shell not become effective until it has been executed fully by authorized representatives of ell the parties and one of the accompanying duplicate copies of this Agreement is returned to the City’s Office of Housing within ten (10) days from the date of the receipt of such document from the Borrower (or such Ister date as the City may approve). The Borrower further covenants and agrees to execute such additional documents as may be necessary or desirable, at the sole discretion of the City, to carry out the purposes of this Agreement, Disbursement of Funds. The City shall disburse loan funds to the Borrower as of the effective date of this Agreement, but in no event prior to execution and Page 3 of 13,delivery of the Deed of Trust and in no event prior to the closing of the purchase ofthe Property. The Borrower must provide to the City all documentation required by paragraph 5 above and all documentation which evidences receipt of funds ffom other sources. ‘The City reserves the right to determine whether the documentation provided by the Borrower is adequate to substantiate compliance with this Agreement. Repayment required. In exchenge, the Borrower agrees to repay the Loan of $3,500,000 in good funds together with interest on the unpaid principal amount at ‘the rate of two percent (2.0%) per annum, compounded annually as called for in the Promissory Note. Interest on the loan shall begin to acerue upon disbursement of the finds or any portion thereof from the City as described in the Promissory Note, Prior to receipt of any funds, the Borrower agrees to (i) execute the Promissory Note payable to the order of the City of Alexandria, Virginia that incorporates the above terms for repayment of the City Loan plus interest at the above stated rate and any other charges due and (fi) execute, acknowledge and deliver the Residual Receipts Deed of Trust. The first of the annual payments of interest and principal on the Loan (to include interest accrued through the date of such payment) shall commence beginning on July 1, 2022 in an amount equal to one hundred percent (100%) of the Borrower's Residual Receipts, ifany. In the event no residual receipts are available, no payment shall be due, however, Borrower shall open its records for the property and for its organization at large so that a determination regarding the property’s capacity for future performance may be made by the City, Subsequent annual payments of the remaining interest and principal shall be made at the same rate of one hundred percent (100%) of the Borrower's Residual Receipts, if any, until the interest and principal are fully paid. ‘Notwithstanding any other provisions to the contrary, at any time the property may berefinanced or ownership transferred to another entity and/or if the City Ioan is not fully paid in twenty (20) years from the date of this Agreement, the ‘Terms of the Agreement shall be renegotiated, giving the City reasonable opportunity to revisit the conditions and to request any adjustments it considers warranted at that time, contingent on the approval of the Senior Debt Lenders. Borrower shall pay no penalty ifthe loan is not repaid in twenty (20) years from the date of this Agreement, and payment of one hundred percent (100%) of Borrower's Residual Receipts shall continue to be made until the loan is paid in full. Property rehabilitation, The Borrower proposes to acquire and rehabilitate the property. 2, The Borrower shall rehabilitate and maintain the property, in accordance with the applicable City Zoning Ordinance, IFnecessary, the Borrower shall apply for and obtain a parking waiver to comply with the requirements of the City Zoning Ordinance. ‘The Borrower shall obtain or canse to be obtained all required permits for Page 4 of 13said work before commencement of the work. All work shall be performed in accordance with, and comply with, all applicable federal, state and local regulations, ordinances, laws and mules and statutes governing said work. Upon completion of the work, all leased units must, at minimum, meet the federal Housing Quality Standards for the Section 8 /Housing Choice Voucher Program, and all applicable local codes, regulations, rehabilitation standacds, ordinances, and zoning ordinances. ‘The Borrower hereby imevocably and unconditionally guarantees for the benefit of the City the acquisition and completion of the rehabilitation of the property as described above. This construction completion guarantee is direot and immediate and may be enforced without prior resort by the City to any right of foreclosure or other remedies it may have against the Borrower or any other person or against any security or collateral, This guarantee is absolute and is not conditioned in any way upon the genuineness, validity, regularity or enforceability of any other document and shall survive termination of this Agreement, Low and moderate-income benefit, The Borrower agrees to rent the units in the property under the following terms and conditions: a Borrower shall maintain at least twenty eight (28) of the thirty-four (34) units as rental units affordable to and occupied by low and moderate income houscholds at or below sixty (60%) of the Washington, D.C. Arca Family Median Income for as long as the Borrower owns the property, but in no event less than forty(40) years. Over time, the Borrower shall replace market rate residents with income-cligible tenants so that beginning not Inter than Year 16, all thirty-four (34) units will be rental units affordable to and ocoupied by low and moderate income households at or below sixty (60%) of the Washington, D.C. Area Median Income for as long as Bonrower owns the property, but in no event less than the original forty (40) year period of affordability. Borrower shall establish and maintain rents at a level not to exceed the maximum rents under the Low Income Housing Tax Credit Program as published by the Virginia Housing Development Authority (VHDA) at thirty percent (30%) of income for households at sixty (60%) of the Washington, D.C. Area Family Medien Income The borrower shall develop and submit, to the satisfaction of the City’s Office of Housing, a plan for phasing in rent increases. In recognition of the fact that the Property being acquired by Borrower may have existing tenants that exceed the maximum income requirements, Borrower shall replace such tenants with income eligible households Page 5 of 13through attrition. Income qualified tenants who subsequently become over-income will be allowed to remain in residence at the property to the extent allowed under the requirements of the Low Income ‘Housing Tax Credit Program, whether or not that program is used at the Property, 10. Right of First refusal, In the event the Borrower elects to dispose of the property, it shall offer the City or its designee, the right of first refusal to purchase the property. This right of first refusal shall be subordinate to the right of first refusal of an entity designated by Grantor to purchase the property from Grantor upon the end of the tax credit period. 11. Compliance with the City’s Housing Conversion Assistance Policy. Borrower shall comply with the provisions of the City’s Housing Conversion Assistance Policy, including the provision of relocation payments to any tenants in good standing who may be displaced. 12, Non-Discrimination, a. The Borrower shall not, in the selection of tenants, in the provision of services, or in any other manner, discriminate against any person on the grounds of race, color, creed, religion, sox, disability, femilial status, national origin, or sexual orientation, or discriminate in violation of any applicable aw or regulation. b, The Borrower agrees not to discriminate against prospective tenants because they receive or are eligible for housing assistance under any Federal, State, or local housing assistance program; ‘The Borrower shall not discriminate in the employment of employees or in the selection of contractors or contract workers because of race, color, creed, religion, sex, disability, age, familial status, national origin, or sexual orientation or discriminate in violation of any applicable law or regulation. 13. Reporting Requirements. ‘The Borrower understands and agrees that the City will monitor and evaluate the Borrower’s efforts in performing the Borrower's obligations hereunder, agrees to cooperate fully with the City’s monitoring efforts, and agrees to submit to the City the items of information listed below, and such other items of information reasonably requested by the City from time to time: a, The Borrower agrees to submit to the City for review and written approval all development related items including the plans and specifications, construction schedules, and implementation schedules. The Borrower farther agrees to submit on an annual basis Borrower's income and expense statements, rent rolls, projected arinual operating budgets, including annual operating statements, capital expenditures, fee expenses, financial statements reviewed by an independent certified public accountant including an income statement, a balance sheet and a cash flow statement, and progress reports at intervals and in formats as e Page 6 of 13,the City may require for review and approval, as defined under the Paragraph entitled Residual Receipts in the Definitions of this Agreement, ’, The Borrower shall develop and submit, to the satisfaction of the Office of Housing, a plan for phasing in rent increases over time, ©. The Borrower shall re-examine the gross income, rent schedule and utility allowance of each tenant at least annually in order to determine if the income and rent limitations of this Agreement are being met, to be ‘determined in accordance with the requirements of Section 42 of the IRC (the Low Income Housing Tax Credit Program). A report on the annual re-examination together with the maximum monthly rent will be recalculated by the Borrower annually and submitted to the City for review and approval. 4. The Borrower agrees to maintain such financial records and other records as may be required by the City and by applicable laws, rules and regulations, These records shall be made available for examination, ‘transcription, and audit by the City, its designees and other authorized bodies at all reasonable times. All such books, records and other documentation required by this Agreement shall be maintained by the Borrower for a period of not less then four years from their date of creation, The restrictions in this Agreement, including (without imitation) the Declaration of Restrictive Covenants and Deed of Easement, which is to be recorded before the release of any funds, shall remain in effect as covenants running with the land for as long as Borrower owns the property, but in no event less than 40 years, 14, Additional Covenants of The Borrower. The Borrower agrees to execute, acknowledge, and record among the land records in the Clerk's Office of the Circuit Court of the City of Alexandria, an instrument in the form of that document entitled "Declaration of Restrictive Covenants and Deed of Basement " attached hereto as Exhibit B, wherein it agrees to satisfy the income and rent restrictions set out in Paragraph 9 of the Terms and Conditions of this ‘Agreement. Said instrument, valid for the greater of (i) 40 years or (i) that period of time the Borrower owns the property, shall be recorded among the land records of the City of Alexandria, ‘Virginia prior to the disbursement of finds. 15, Maintenance of Property/Insurance of Property. ‘The Borrower agrees to perform or cause to be performed normal maintenance and repair on the property during the term of this, Agreement and shall expeditiously make each rental unit habitable end available to a new tenazit after any vacancies occur. The Borrower shall maintain the Property in compliance with all applicable ordinances, statutes, rules, regulations, and codes. The Borrower agrees to permit the City to conduct inspections of the property from time to time to assure compliance with this section. The Borrower agrees to provide and to deliver to the City evidence of fire, liability and extended coverage insurance in emounts satisfactory to the City prior to disbursement of any Page 7 of 13City Loan funds. Such insurance policies shall designate the City as an additional insured party and shall provide for 30 days advance notice to the City of cancellation or non-renewal of the policy. Insurance must be maintained at all times and all insurance policies shall be made available for review by the City. The amount of such insurance shall, be at least equal to the total amount of all outstanding indebtedness secured by the Property, and no less than the value of the improvements. 16, Provisions Applicable to Senior Debt. The City acknowledges that its Deed of Trust is subordinate fo the lien of a conventional Senior Debt for the Project, and further acknowledges the obligation of the Borrower to perform as and when required all terms, covenants and conditions of the security instrument securing the Senior Debt, or any other documents relating to the Senior Debt. In furtherance of these acknowledgments, the Borrower’s compliance with requirements under the Senior Debt shall be deemed to satisfy comparable covenant requirements of the City. No covenant under the Contract Loan Documents shell be construed or deemed to impose any requirements which interfere or conflict with those of the Senior Debt requirements conceming the development or operation of the Project. The City shall be provided copies of all documents evidencing the Senior Debt and shall be advised in advance of any change in the status or character of the Senior Debt. 17. Default. The following acts and omissions shall constitute a default of this Agreement by the Borrower: a. Failure to use the loan funds for the purposes stated in this Agreement or use of the funds for some other purpose which has not been authorized in writing by the City; Failure or omission to perform any covenant, term, condition or obligation of this agreement; Failure to comply with all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to the following i, Non-compliance with conditions restricting the use of such funds for the benefit of low and moderate-income households. ii, Failure tomeet the Federal Housing Quality Standards for the Section 8 /HTousing Choice Voucher Program, and all applicable local codes, regulations, rehabilitation standards, ordinances, and zoning ordinances. iii, Discrimination, in the selection of tenants, in the provision of services, or in any other manner, against any person on the grounds of race, color, creed, religion, sex, disability, familial status, national origin, or sexual orientation or discrimination otherwise in violation of any applicable law or regulation. iv. Non-compliance with all requirements imposed by Title VI of the Civil Rights Act of 1968, and any related rules and regulations, Page 8 of 13¥. Discrimination against prospective tenants because they receive or are eligible for housing assistance under any Federal, State, or local housing assistance program. vi. Discrimination in the employment of employees or in the selection of contractors or contract workers because of race, color, creed, religion, sex, disability, age, familial status, national origin, or sexual orientation, or discrimination otherwise in violation of any applicable law or regulation.If the Borrower defaults and said default is not cured by the Borrower within 30 days after receipt of vwaritten notice of the default from the City, then the Borrower shall repay to the City, upon demand, all ofthe loan funds. ‘The Borrower agrees to pay to the City all reasonable attorney's fees and costs, if the City is required to seck legal advice or initiate any legal proceeding to enforce the terms, obligations or covenants of this Agreement, Upon the happening of an Event of Default, the City may, a its option, pursue any one or more of the following remedies: i. Suspend any or all ofits obligations under this Agreement uatil such time as the City determines that the events or conditions constituting the default have been corrected. ii, Terminate or rescind this Agreement, but such termination or rescission shall not relieve the Borrower of liability for breach of and/or defanlt under the Agreement. Upon termination or rescission of the ‘Agreement the City may, at its option, declare immediately due and payable all outstanding amounts, together with any interest accrued thereon. After such declaration, interest on the City Loan and/or any outstanding amount shall immediately begin to accrue interest charges at the rate of 8% per annum, compounded monthly, until paid to the City. ‘Any partial payment made shall be applied first fo outstanding interest and then to principal due on the Promissory Note. iii, Pursue any of its remedies under this Agreement or the Promissory Note or any other agreement executed in connection with this loan. iv, Pursue any other remedy allowed by law or equity. 18, Termination of Agreement. The City agrees not to terminate this Agreement unless it determines that the Borrower has failed to perform in accordance with the provisions of this ‘Agreement and has not corrected such failure to the City's sole satisfaction within 30 days of the date on which written notice is received by the Borrower. At such time as any and all written notices related to this Agreement are presented to the Borrower, a copy of the written notice will be sent to the holder or holders of the Senior Debt who may elect fo cure any failures to the City's satisfaction. ‘The written notice of termination of this Agreement following expiration of Page 9 of 13the 30-day cure period shall be effective upon receipt. In the event that the City terminates this Agreement, (i) Borrower agrees that it will pay on a timely basis any valid unpaid bills incurred prior to termination by Borrower, and (ii) Borrower agrees to return to the City any monies advanced by the City under this Agreement but not yet expended, and (iii) Borrower agrees to ‘commence repayment of the City Loan. The City may rescind the termination of this agreement only if the Borrower has, prior to the effective date of termination, repaid all amounts received from the City, including principal, interest, and any other amounts accrued. 19. Right of Access: Inspection, The City and its agents shall have the right of free access after giving reasonable notice to the Borrower to all books, contracts, subcontracts, and records of the Borrower related to the expenditure of the fands. Any inspection by the City of records or other documentation shall be for the sole benefit of the City and neither the Borrower, nor any other party shall be entitled to rely upon such inspection or the results therefrom for any purpose ‘whatsoever, including, but not limited to the assertion of: (a) any claim or defense with respect to any failure by the Borrower to perform in accordance with the terms of this Agreement or (b) any waiver or modification of the rights of the City or the obligations of the Borrower under this Agreement. 20. Responsibility for Penalties. The Borrower shall be responsible for all penalties imposed by any entity based on the Borrower's failure to comply with any federal, state or local law or regulations. 21. Indemnification. The Borrower shall protect, indemnify, and hold harmless the City, its elected officials, officers, employees and agents to the extent permitted by law, from and against all demands, liabilities, obligations, claims, damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, disbursements and reasonable attomey’s fees) imposed upon or incurred by or esserted against the City, or the elected officials, officers, agents or employees of the City by reason of (a) any disbursement of sums of money under this Agreement; (b) any accident to, injury to or death of persons or loss of or damage to property occurring on or about any site identified for the project under this Agreement or the adjoining, sidewalks, curbs, streets or ways; (c) performance of any labor or services or the fumishings of any materials or other property in respect of the project under this Agreement or any part thereof for construction, maintenance or otherwise; or (d) any omission by the Borrower. Ir the City suffers any damage, loss or liability, or if any legel proceedings are instituted (whether frivolous or otherwise) against the City, its elected officials, officers, employees and/or agents with respect to this Agreement or with regard to the acts set forth in (a) through (d), above, the City shall promptly give written notice thereof to the Borrower which shall, at its own expense, pay for or defend with counsel acceptable to the City, all such actions and pay for all damages, losses, liabilities, costs and expenses (including reasonable attomeys’ foes and costs) to the extent permitted by law, in defense of such legal proceedings. The Borrower shall pay all judgments, costs, expenses and reasonable attorneys” fees incurred by the City and the parties herein indemnified from such legal proceedings. The indemnification provisions set forth in this Page 10 of 13paragraph shall survive the termination of this Agreement, 22, ‘Third Parties. Itis understood and agreed that the provisions of this Agreement are not intended, and shall not be construed, to benefit or protect any person or entity other than the parties hereto and their successors and assigns or to provide any such person or entity with any tights or remedies against the parties hereto. It is further understood and agreed that no such ‘person or entity shall be entitled to rely upon the implementation or enforcement of any provision of this Agreement by the parties hereto. 23. Governing law. This Agreement is entered into under and shall be construed in accordance with, the laws of the Commonwealth of Virginia, and the ordinances of the City of Alexandria, ‘Any and all disputes arising under or related to this Agreement shall be brought only in a court of competent jurisdiction located in the Commonwealth of Virginia, 24, No Joint Venture or Partnership. Nothing contained in this Agreement and no other aspect, of the relationship between the City and the Borrower shall be construed as creating a ‘partnership, joint venture or other relationship of or between the City and the Borrower other than the relationship of lender and borrower. All rights and obligations granted to or undertaken by either of the pasties hereto shall be construed as incidents of the lender/borrower relationship. Inno event shall the City be held liable for any of the debts, obligations, losses or liabilities of the Borrower, The Borrower hereby agrees to indemnify and hold the City harmless from and against any loss, damage, liability, cost or expense, including without limitation court costs and reasonable attorneys” fees, arising from any claim by any third party against the City based upon the contention or allegation that the City is a partner or joint venturer with the Borrower or that the City has any other relationship to the Borrower other than that of a lender-grantor with respect to the terms of this Agreement. The indemnification provisions set forth in this, paragraph shall survive the termination of this Agreement, 25, Assignment. The Borrower and the City agree that this Agreement is not assignable in whole or in part to any third perty without both parties’ prior written cons 26. Notification, Unless otherwise designated in writing, all notices required or permitted hereunder to be sent to the Borrower shall be given in writing to: Herbert Cooper-Levy(or successor), Executive Director 2666 Military Road Aslington, VA 22207 Unless otherwise designated in writing, all notices required or permitted hereunder to be sent to the City shall be given in writing to: Mildrilyn Stephens Davis (or Successor), Director Office of Housing Page 11 of 13421 King Street, Svite 200 Alexandria, Virginia, 22314 All notices shall be deemed served if hand-delivered or sent by United States registered or certified mail, return receipt requested, or by a nationally recognized overnight delivery service with signed evidence of receipt. Notices shall be effective upon receipt. 27. Promissory Note; Contract Documents Incorporated; Entire Agreement; Amendment, ‘This Agreement, all attachments thereto, including all Contract Documents, represent the entire Agreement between the City and the Borrower and supersede all prior negotiations, representations or agreements, either written or oral, This Agreement and the Contract Documents may only be amended in writing, signed by both parties. 28, Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be folly severable; this ‘Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in fll force end effect and shall not be affected by the illegal, invalid or unenforceable provisions or by its severance from this Agreement, 29, Forbearance by City not a Waiver. Any forbearance by the City in exercising any right to remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver or preclude the exercise of any such right or remedy. 30, Captions for Convenience. ‘The titles of the sections, subsections and paragraphs throughout this Agreement are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid the interpretation, construction or meaning of the provisions of this Agreement, Page 12 of 13IN WITNESS WHEREOE, the above parties have duly exeouted this Agreement and hereby agree to perform fully all covenants and agreements as set forth herein. CITY (OF. ALEXANDRIA, TOF G15 1 comporatiog of Virginia Title: RPS Youside STATE OF VIRGINIA(Cit)/County of Ct 22-Lorw 2 to wit: ‘The foregoing document Was acknowledged before me in my jurisdiction aforesaid by James K. ‘Hartmann, City Manager of the City of Alexandria, a Municipal Corporation of Virginia, on behalf of the City. Given under my hand and seal, this A day of Gara 2006, WY arerg 0. Caeile Notary Public My Commission expires: | 3-31-2008" STATE OF VIRGINIA, Cityleoumyof Aleyau der , to wit: ‘The foregoing document was acknowledged before me in my jurisdiction aforesaid by Hab Levy whoisthe C20 of ROBERT PIERRE JOHNSON HOUSING DEVELOFMENT CORPORATION OF THE NATIONAL CAPITAL AREA Given under my hand and seal, this <2. day of ou , 2006. Ylluis Mane Ler ‘Notary Public iy cn [20/04 ‘My Commission expires: Page 13 of 13EXHIBIT D TO CITY OF ALEXANDRIA LOAN AGREEMENT DEED OF TRUST ‘THIS DEED OF TRUST is dated as of the 5* day of June , 2006 and is made by and between ROBERT PIERRE JOHNSON HOUSING DEVELOPMENT CORPORATION (“Grantor”), + ;‘Trustee, of the City of Alexandria, Virginia (“Trustee”), and the Beneficiary, the CITY OF ALEXANDRIA, a municipal corporation of Virginia (‘Beneficiary”). _ Grantor, in consideration of the indebtedness herein recited and the trust herein created, hereby grants and conveys to Trustees, in trust, with General Warranty and English Covenants of Title, with power of sale, the following described property located in the City of Alexandria, Virginia: SEE EXHIBIT B (Legel Description) attached hereto and incorporated herein. ‘Together with all the improvements now or hereafter erected on the property, and all easements, rights, privileges, appurtenances, rents (subject however to the rights and authorities given herein to Grantor to collect and apply such rents), and fixtures now or hereafter attached to the property, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the property covered by this Deed of Trust; and all of the foregoing, together with said property are herein referred to as the "Property." The Property is also described as set forth in Exhibit B hereto. ‘This conveyance is made to secure to the Lender the repayment of the indebtedness in the principal sum of up to Three million, five hundred thousand United States Dollars Page 1 of 15($3,500,000.00), in accordance with the covenants and agreements herein contained and/or as set forth in the Loan Agreement of even date herewith. ‘The Deed of Trust shell also secure reimbursement to the Lender for any and all reasonable costs, atfomey's fees and other verifiable expenses of whatever kind incurred by the ‘Trustees or the Beneficiary in connection with enforcement of Grantor's obligations under this Deed of Trust or related documents, including (by way of illustration and not limitation) obtaining possession of the Property, the protection and/or preservation of the Property, the collection of any sum or sums secured hereby, any litigation conceming the Property or this Deed of ‘Trust, releasing this Deed of Trust, representation of the interests of Beneficiary and the Trustees in any bankruptcy proceeding involving the Grantor or the Property, and any additional examination of title or execution of further assurances or physical survey of the Property which may be required by either the Trustees or the Beneficiary for any reason in good faith, all of which costs and expenses shall be the obligation of and shall be paid by the Grantor. Itis firther covenanted by the Grantor as follows: 1. Charges; Liens. Grantor shall pay all taxes, assessments and other charges, fines and impositions attributable to the Property, which are capable of attaining a priority over this Deed of Trust. Grantor shall promptly furnish to Beneficiary all notices of obligations referred to in this paragraph, and in the event Grantor shall make payment directly, Grantor shall promptly furnish to Beneficiary receipts evidencing such payments. Grantor shall promptly discharge any lien which hes priority over this Deed of Trust; provided that Grantor shall not be required to discharge any such lien so long as Grantor shall agree in writing to the payment of the obligation secured by such lien in a manner acceptable to Beneficiary, or shall in good faith contest such lien by, or defend enforcement of such lien in, legal proceedings which operate to prevent the enforcement of the lien or forfeiture of the Property or any part thereof. Page 2 of 15‘Upon default in any such payment or obligation, the debt hereby secured shall immediately become due and payable; or, at the option of the Beneficiary, Beneficiary may make such payment and the expense shall be a charge hereby secured and bear interest at the rate of eight percent per annum (the “defeult rate") fiom the date of such payment; provided, that in the event the Beneficiary demands reimbursement from the Grantor for any such advance, and reimbursement be not immediately made, then the entire debt secured hereby shall immediately ‘become due and payable at the option of the Beneficiary. 2. Protection of Beneficiary's Security. If,Grantor fails to perform the covenants and agreements contained in this Deed of Trust, or the loan agreement, or if any action or proceeding is commenced which materially affects Beneficiary’s interest in the Property including, but not limited to, proceedings for eminent domain, proceedings for insolvency, actions to enforce applicable laws, or arrangements or proceedings involving bankruptcy, then Beneficiary at Beneficiary's option, upon notice to the Grantor, may make such appearances, disburse such sums and take such action as is necessary to protect Beneficiary's interest, including, but not limited to, disbursement of reasonable attorney's fees and entry upon the Property to make repairs. Any amounts disbursed by Beneficiery pursuant to this paragraph, with interest thereon at the default rate, shall become additional indebtedness of Grantor secured by this Deed of Trust. Unless the Beneficiary agrees to other terms of payment, such amounts shall be payable upon notice from Beneficiary to Grantor requesting payment thereof, and shall bear interest from the date of disbursement at the default rate set forth in Paragraph 1 above. Nothing contained in ‘this paragraph shall require Beneficiary to incur eny expense or take any action hereunder. 3. Hazard Insurance, Grantor shall keep the improvements now existing or hereafter erected on the Property insured against loss by fire and such other hazards, casualties and contingencies as Beneficiary may require and in such amounts and for such periods as Page 3 of 15Beneficiary may require, but at no time shall such hazard insurance be in an amount less than the total of all secured indebtedness on the Property or the maxinmum insurable value thereof. Such insurance policies shell designate the Beneficiary as an additional insured and shall provide for 30 days advance notice to Beneficiary of cancellation or non-renewal of the policy. ‘The insurance carrier providing the insurance shall be chosen by Grantor and approved by Beneficiary. All insurance policies and renewals thereof shall be in a form acceptable to Beneficiary. Beneficiary shall have the right to hold the policies and renewals thereof, and Grantor shall promptly furnish to Beneficiary all renewal notices and all receipts of paid premiums. In the event of loss, Grantor shell give prompt notice to the insurance carrier and Beneficiary. Beneficiary may make proof of loss if not made promptly by Grantor, If Grantor fails to maintain the required insurance coverage, the Beneficiary may, at its option, obtain the insurance in any form and amount and with any insurance cartier Beneficiary chooses, Any such sums expended shall become additional indebtedness of the Grantor, secured by this Deed of Trust. Unless Beneficiary and Grantor otherwise agree in writing, insurance proceeds shall be. applied to restoration or repair of the Property damaged, provided such restoration or repair is economically feasible and the security of this Deed of Trust is not thereby impaired. If such restoration or repair is not economically feasible or if the security of this Deed of Trust would be impaired, the insurance proceeds shall be applied to the sums secured by this Deed of Trust, with the excess, if any, paid to the Grantor. In the event of foreclosure under this Deed of Trust, any right, title and interest of the Grantor in and to any insurance policy then in force, or the proceeds of any insurance policy resulting from damage to the Property prior to the foreclosure sale, or any refund of unearned Page 4 of 15premium, shall pass to the Beneficiary who may receive on behalf of the Grantor the cancellation value or proceeds and may apply the same to the extinguishment of the indebtedness secured by this Deed of Trust. If the Property is abandoned by Grantor, or if Grantor fails to respond to Beneficiary within 30 days from the date notice is sent by Beneficiary to Grantor that the insurance carrier offers to setlle a claim for insurance benefits, Beneficiary is authorized to collect and apply the ‘insurance proceeds at Beneficiary's option either to restoration or repair of the Property or to the sums secured by this Deed of Trust. All sums due and collectible by the Beneficiary under this paragraph will not exceed the total indebtedness secured by this Deed of Trust. Unless Beneficiary and Grantor otherwise agree in writing, any such application of proceeds to principal shall not extend or postpone the due dete of the annual installments or change the amount of such installments. 4, Preservation and Maintenance of the Property. ‘The Grantor shall keep the Property in good repait, and shall not commit waste or permit the impairment or deterioration of the Property. Grantor shall not cause, permit or suffer the Property to be used for any illegal, immoral or nuisance activity. Grantor shall not take or permit any action which impairs the Beneficiary's security, nor through inaction allow the impairment of Beneficiary’s security. 5, Inspection, Beneficiary may make or cause to be made reasonable entries upon and inspections of the Property, provided that Beneficiary shall give Grantor notice prior to any such inspection. 6. Event of Default, If any payment with respect to any obligation secured under this Deed of Trust, together with any related Inte charge, is not paid within 15 days of its due date, Grantor shall be in default. In addition, each of the events set forth below shall constitute an Page 5 of 15event of default under this Deed of Trust if not corrected within 30 days after Beneficiary notifies Grantor in writing that it considers any of the following to have occurred: (@) Grantor has failed to meet or perform any of its obligations secured by this Deed of Trust; (©) Grantor has ftiled fo meet or perform any provision or covenant of the Contract Documents as defined in the loan agreement between Grantor and Beneficiary, (©) Any provision, agreement or covenant of this Deed of ‘Trust is not met or performed as provided herein; (@ Any material representation or warranty given by or on behalf of the Grantor proves fo have been false when given, including (without limitation) any statement made in Grantor's "Application for Funding" and all attachments to said Application; or (© Grantor defaults in payment or performance of any obligation secured by a lien that is superior to or may obtain priority over this Deed of Trust. 7. Acceleration; Remedies, Upon Grantor's breach of any covenant or agreement of Grantor in this Deed of Trust, including the covenants to pay when due any sums secured by this Deed of Trust, Beneficiary prior to acceleration shall mail notice to Grantor specifying: (1) the breach; (2) the action required to cure such breach; (3) a date, not less than thirty (30) days from the date the notice is mailed to Grantor, by which such breach must be cured; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Deed of Trust and sale of the Property. ‘The notice shall further inform Grantor of the right to reinstate after acceleration and the right to bring a court action to assert the nonexistence of a default or any other defense of Grantor to acceleration and sale. If the Page 6 of 15breach is not cured on or before the date specified in the notice, all sums secured by this Deed of ‘Trust shall be immediately due and payable without further demand, and Beneficiary may invoke the power of sale and any other remedies permitted by applicable law. Beneficiary shall be entitled to collect all reasonable costs and expenses incurred in pursuing the remedies provided in this paragraph 7, including, but not limited to, reasonable attomey's fees, If Beneficiary invokes the power of sale, Beneficiary or Trustee shall give to Grantor a copy of the notice of sale in the manner prescribed by law, If Beneficiary chooses not to exercise its option to purchase the Property as specified in Paragraph 21 herein, then Trustee shall give public notice of sale by advertising, in accordance with applicable law, once a week for two (2) successive weeks in a newspaper published or having general circulation in the county or city in which the Property or some portion thereof is located, and by such additional or different form of advertisement as the ‘Trustee may deem advisable, if any. Trustee, without demand on Grantor, shall scil the Property at public auction to the highest bidder at the time and place and under the terms designated in the notice of sale in one or more parcels and in such order as Trustee may determine, Trustee may postpone sale of ell or any part of the Property by public announcement at the time and place of any scheduled sale or by advertising in accordance with applicable law. Beneficiary or Beneficiary's designee may purchase the Property at any sale, Trustee shall deliver to the Purchaser a Trustee's Deed conveying the Property so sold with special warranty of title. The recitals in the Trustee's Deed shall be prima facie evidence of the truth of the statements made therein, Trustee shall apply the proceeds of the sale in the following order: (1) to all reasonable costs and expenses of the sale, including, but not limited to: Trustee's fee of five percent (5%) of Page 7 of 15the gross sale price, reasonable attomey's fees and costs of title evidence; (2) to the discharge of all levies and assessments on the Property, if any, as provided by applicable law; (3) to all sums secured by this Deed of Trust; and (4) the excess, if any, to the person or persons legally entitled thereto, including, if any, holders of liens inferior to this Deed of Trust in order of their priority, provided that Trustee has actual notice of such liens. Trustee shall not be required to take possession of the Property or to give possession of the Property to the purchaser at such sale. If the property is advertised but not sold for any reason, including reinstatement, Grantor shall pay a ‘Trustee's fee of two and one-half percent of the unpaid balance, together with all costs and expenses, including reasonable attomey's fees. 8. Grantor's Right to Reinstate. Notwithstanding Beneficiary's acceleration of the sums secured by this Deed of Trust, Grantor shall have the right to have any proceedings begun by Beneficiary to enforce this Deed of Trust discontinued at any time prior to the earlier to occur of (1) the fifth day before sale of the Property pursuant to the power of sale contained in this Deed of Trust, or (2) entry of a judgment enforcing this Deed of Trust if (a) Grantor pays Beneficiary all sums which would be then due under this Deed of Trust, the Note and notes securing future advances, if any, had no acceleration occurred; (b) Grantor cures all breaches of any other covenants or agreements of Grantor contained in this Deed of Trust; (¢) Grantor pays all reasonable expenses incurred by Beneficiary and Trustee in enforcing the covenants and agreements of Grantor contained in this Deed of Trust and in enforcing Beneficiary's and ‘Trustee's remedies as provided in paragraph 9 hereof, including, but not limited to, reasonable attomey's fees; and (d) Grantor takes such action as Beneficiary may reasonably require to Page 8 of 15assure that the lien of this Deed of Trust, Beneficiary's interest in the property and Grantor's obligation to pay the sums secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure by Grantor, this Deed of Trust and the obligations secured hereby shall remain in fall force and effet as if'no acceleration hed occurred. 9. Remedies. In any event of default, the Beneficiary may declare any one, several or all obligations secured under this Deed of ‘Trust to be in defwult, and all monetary obligations shall then be declared to be immediately due and payable in full. In addition, upon declaration of default, the Beneficiary or the Trustees, upon the demand of the Beneficiary, by agent or in person, shall be entitled: to take immediate possession of the Property; to enter upon or into the Property with or without force or process of law; to manage or hire another person to manage the Property; to collect all rents of the Property, including those past due; to rent the Property at such rental rates and for such terms and upon such conditions as the Beneficiary or Trustees, whoever is acting, shall deem proper; to make any reasonable and/or necessary repairs to the Property or to replace all or any part of the same; and to apply any rents actually collected to the amounts due under this Deed of Trust. ‘The Trustee, upon demand by Beneficiary, may sell all or any portion of the Property and apply the proceeds of such sale or sales as provided in Title 55 of the Virginia Code, as amended from time to time. 10, Waiver and Forbearance, Any forbearance by Beneficiary in exercising any right or remedy either hereunder or otherwise afforded by applicable law, shall not constitute a waiver of or preclude the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by Beneficiary shall not be a waiver Page 9 of 15of Beneficiary's right to accelerate the maturity of the indebtedness secured by this Deed of ‘Trust, Any waiver by the Beneficiary or Trustees will be effective only if in writing executed by the Beneficiary or Trustees and only for the specific purpose and instance granted, and delay in the enforcement or requirement of any provision will not be a waiver or preclude the exercise of any such right or remedy or event of defaull. Such waiver shall be effective only for the specific instance and duration given, and shall not apply to any other instance or longer period unless new consent is given by Beneficiary or Trustees in writing. Acceptance by the ‘Beneficiary of any payment will not be deemed a waiver of any default, including any failure to make such payment oa time, unless the Beneficiary expressly states in writing that the particular event of default is waived. 11, ‘Transfer of the Property; Assumption. If all or any part of the Property or any interest therein (or any interest in the Grentor) is sold or transferred by the Grantor without Benoficiary's prior written consent (excluding the grant of any leasehold interest permitted under any agreement with the Beneficiary or any interest in more than 10% of the stock of the Grantor), Beneficiary may, at Beneficiary's option, declare all the sums secured by this Deed of ‘Trust to be immediately due and payable. 12, Compliance with Laws, Grantor shall maintain the premises and improvements thereon in compliance with all applicable statutes, municipal laws, building codes and such other rules, regulations, legally binding conditions or contracts, and orders as may from time to time be issued (all of which are collectively referred to as “laws") by proper public authority. Upon Grantor's failure to do so or to make such changes or repairs to the property as may be required by such laws within the time allowed or presoribed by such laws, or such extensions thereof as may be granted by proper public authority, the debt hereby secured shall Page 10 of 15,‘immediately become due and payable; or at the option of the Beneficiary, Beneficiary may have said changes or repairs made at the Grantor's expense. ‘The expense of all changes or repairs shall be a charge hereby secured, and bear interest at the rate of 8% per annum from the date of such payment; provided that if Beneficiary demands reimbursement from the Grantor for ay such advance, and reimbursement be not immediately made, then the entire debt hereby secured shall immediately become due and payable. 13. Chattels. All awnings, door and window screens, mantels, cabinets, stoves, shades, mechanical systems, reftigerators, oil and/or fuel buming systems and equipment, water heaters, radiator covers, and all plumbing, heating, lighting, cooking, ventilating, cooling, air conditioning and reftigerating apparatus and equipment and each and every one of the interior improvements and fixtures, movable or immovable, of every kind and description whatsoever in and upon said land and premises or used in connection therewith, and all additions and replacements thereto, are and shall be deemed to be fixtures and shall be an accession to the freehold and a part of the realty, and same are covered by this Deed of Trust and included in the terms "Property," "Premises" and "Land wherever used herein. 14, Substitute Trustee. Beneficiary may fiom time to time in Beneficiary's disoretion remove any Trustees and appoint a successor trustee or trustees to any Trustee appointed hereunder. The successor trustee or trustees shall succeed to all the title, power and duties conferred upon the Trustees herein and by applicable law without conveyance of the Property. 15, Suecessors and Assigns Bound. The covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective successors and assigns of Beneficiary and Grantor. Page 1] of 15,16. Remedies Cumulative. All remedies provided in this Deed of Trust are distinct and cumulative to any other right or remedy under this Deed of Trust or afforded by law or equity, and may be exercised concurrently, independently or successively. 17. Release, Upon payment of all sums secured by this Deed of Trust, and fulfillment of all other obligations secured by this Deed of Trust, Beneficiary shall request ‘Trustees to release this Deed of Trust and shall surrender all notes evidencing indebtedness secured by this Deed of Trust to Trustees, Trustees shall release this Deed of Trust without ‘charge to Grantor. Grantor shall pay all costs of recordation, if any. 18. Future Advances, Upon request of Grantor, Beneficiary, at Beneficiary's option prior to release of this Deed of Trust, may meke Future Advances to Grantor. Such Future Advances, with interest thereon, shall be secured by this Deed of Trust when evidenced by promissory notes stating that said notes are secured hereby. 19. Condemnation, The proceeds of any award or claim for land or any interest therein, or for damages, direct or consequential, in connection with any condemnation or other taking of the Property, or any part thereof, or for conveyance in lieu of condemnation, are hereby assigned and shall be paid to the Beneficiary. The Beneficiary shall pay any funds in excess of the outstanding principal balance and accrued interest thereon to the Grantor. 20, Assignment of Rents; Appointment of Receiver; Beneficiary in Possession. As additional security hereunder, Grantor hereby assigns to Beneficiary the rents of the Property, provided that Grantor shell, prior to any event of default or abandonment of the Property, have the right to collect and retain such rents as they become due and payable, Upon any event of default or abandonment of the Property, Beneficiary in person, by agent or by judicially eppointed receiver, shall be entitled to enter upon, take possession of and manage the Property and to collect the rents of the Property, including those past due. All rents Page 12 of 15collected by Beneficiary or the receiver shall be applied first to payment of the costs of ‘management of the Property and collection of rents, including but not limited to receiver's fees, premiums on any receiver's bonds, and reasonable attomey's fees, and then to the sums secured by this Deed of Trust. Beneficiary and the receiver shall be liable to account only for those rents actually received. 21. Additional Covenants; Option to Purchase. Notwithstanding any other provision of this Deed of Trust or of the Promissory Note secured hereby, Grantor hereby covenants and agrees as follows: 2. Grantor may not add any additional debt secured by the property unless it is specifically for the purpose of capital improvements on the property, including soft costs. b. If Grantor ceases operations at the property, the Beneficiary or its designee shall enjoy a first refusal to purchase the property. This right of first refusal shall be subordinate to the right of first refusal of an entity designated by Grantor to purchase the property from Grantor upon the end of the tax eredit period. c. If Grantor ceases operations at the property and the Beneficiary docs not exercise the option to purchase the property, then Grantor will repay the Beneficiary’s loan secured hereby immediately upon demand. Page 13 of 15NOTICE: THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL OR THE ‘TERMS THEREOF BEING MODIFIED IN THE EVENT OF SALE, CONVEYANCE OR CHANGE IN USE OF THE PROPERTY CONVEYED. WITNESS the following signature and seal: ROBERT PIERRE JOHNSON _—_-HOUSING DEVELOPMENT CORPORATION OF THE NATIONAL CAPITAL AREA (SEAL) STATE OF VIRGINIA, City/County of AULKAMAL AL _ to-wit: ‘The foregoing Deed of Trust was acknowledged before me this. day of Aut, 2006, by Hel Crpea-l. ev who isthe C20 of Robert Pierre Johnson Housing Development Corporation of the National Capital Area, on behalf of said entity, Notary Publ Luu fae ‘My Commission Expires: 7-20-04 : Poge 14 of 15ACCEPTED BY: CITY OF ALEXANDRIA, municipal cgrporatipn of Virginia eis ASSSTANTCTY ATORNEY STATE OF vinaINtACGity bounty of, OSes tanblrns , to wit: ‘The foregoing document was acknowledged before me in my jurisdiction aforesaid by James K. Hartmann, City Manager of the City of Alexandria, a Municipal Corporation of Virginia, on behalf ofthe City. Given under my hand and seal, this 2. day of Gem Page 15 of 15EXHIBIT ETO CITY OF ALEXANDRIA LOAN AGREEMENT DECLARATION OF RESTRICTIVE COVENANTS AND DEED OF EASEMENT THIS DECLARATION OF RESTRICTIVE COVENANTS AND DEED OF BASEMENT is given this and day of “June 2006 by ROBERT PIERRE JOHNSON HOUSING DEVELOPMENT CORPORATION OF THE NATIONAL CAPITAL AREA, (“Grantor”) or (“Declarant”) for the benefit of the CITY OF ALEXANDRIA, a Virginia municipal corporation (the "Grantee") or (“City”). RECITALS ‘The Declarant is a corporation organized for the purpose, among other things, of providing decent, safe and sanitary housing for low and middle income families and individuals. ‘The Declarant is the Owner of a parcel of land located in the City of Alexandria, Virginia, ‘as more particularly described in Exhibit B attached hereto and incorporated herein by this, reference (the "Property"). The Property is improved with certain apartment buildings containing, thirty-four (34) apartment units, Pursuant to that certain Loan Agreement of even date herewith, the City of Alexandria, a Virginia municipal corporation, has agreed to provide to the Declarant part of the financing for the acquisition of the Property and the Declarant has agreed to use apartment units within the Property for the purpose of providing housing to persons of low and moderate income as defined in said Agreement. ‘The Declarant and the City wish to assure by the execution and recordation of this Page 1 of 8instrument that the Property will be used for such purpose in accordance with the terms of said Agreement. Now, therefore, in consideration of these premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Declarant ‘hereby subjects the Property to the following covenants, and grants to the City of Alexandria the following easement on the Property identified in Exhibit B attached hereto: 1 CONTINUOUS OPERATION AND USE AS RENTAL HOUSING. The Property shall be owned, managed and operated continuously as a rental housing as provided for in the Loan Agreement, copy of which is attached hereto as Exhibit A and is incorporated herein by this reference. 2. RENT. AND INCOME LIMITATIONS. Declarant hereby covenants and agrees for itself its successors end assigns that the rent limitations and income requirements as specified herein and in said Loan Agreement shall be observed for the greater of (i) 40 years or (i) the period of ownership by Robert Pierre Johnson Housing Development Corporation of the National Capital Area. 3, RESERVATION OF UNITS. ‘The Declarant and its successors and assigns, agrees to ‘maintain at least twenty-eight (28) units as affordable rental housing under the terms of this subparagraph for the greater of (i) 40 years or (ii) the period of ownership by Robert Pierre Johnson Housing Development Corporation. Beginning in Year 16, all thirty-four (34) units will be maintained as affordable rental housing under the terms of this subparagraph for the greater of (i) 40 years or (ii) the period of ownership by Robert Pierre Johnson (RPI} Housing Page2 of 8Development Corporation In recognition of the fact that the Property being acquired by Borrower may have existing tenants that exceed the maximum income requirements, Borrower shall have a transition period until the project is “placed in service” under the Low Income Housing Tax Credit program to see that any such households are relocated, Income qualified tenants who subsequently become over- income will be allowed to remain in residence at the property to the extent allowed under the requirements of the Low Income Housing Tax Credit Program, whether or not that program is cused at the Property. 4. NONDISCRIMINATION. a, The Declarant shall not, in the selection of tenants, in the provision of services, or in any other manner, discriminate against any person on the grounds of race, color, creed, religion, sex, disebility, familial status, national origin, or sexual orientation or discriminate in violation of any applicable law or regulation. b, The Declarant shall comply with all requirements imposed by Title VIII of the Civil Rights Act of 1968, and any related rules and regulations. c. The Declarant agrees not to discriminate against prospective tenants because they receive or are eligible for, housing assistance under any Federal, State, or local housing assistance program, and shall not discriminate against or deny occupancy to any tenant or prospective tenant because that tenant has a minor child or children who will be residing with the tenant. d. The Declarant shall not discriminate in the selection of contractors or contract. Page 3 of 8workers because of: a. race, b. religion, color, d. sex, e, familial status, £ national origin, gor sexual orientation or discriminate in violation of any applicable law or regulation. 5, REPORTING REQUIREMENTS. The Declarant understands and agrees that the City will monitor and evaluate the Declarant's efforts in performing the Declarant's obligations hereunder, agrees to cooperate fully with the City monitoring efforts, and agrees to submit to the City the items of information listed below, and such other items of information reasonably requested by the City fiom time to time: a. The Declarant agrees to submit to the City for review and written approval all development related items including the plans and specifications, construction schedules, and implementation schedules. The Declarant further agrees to submit on an annual basis, Declarant's income and expense statements, rent rolls, projected annual operating budgets, including annval operating statements, capital expenditures, fee expenses, financial statements reviewed by an independent certified public accountant including an income statement, a balance sheet and a cash flow statement, and progress reports at intervals and in formats as the City may require for review and approval, as defined under the Paragraph entitled Residual Receipts in the Page 4 of 8Definitions of the Loan Agreement. b. The Declarant shall re-examine the gross income, rent schedule and utility allowance of each tenant at least annually in order to determine if the income and rent limitations of this agreement are being met. A report on the annual re-examination together with the maximum monthly rent will be recalculated by Declarant annually and submitted to the City for review and approval. ©. The Declarant agrees to maintain such financial records and other records as may be required by the City and by applicable laws, rules and regulations. These records shall be made available for examination, transcription, and audit by the City, iis designees and other authorized bodies at all reasonable times, The restrictions in this Declaration of Restrictive Covenants and Deed of Easement, which is to be recorded before the release of any funds, shall remain in effect in perpetuity as covenants running with the land, 6. COVENANTS RUNNING WITH THE LAND. The covenants set forth herein shall be deemed covenants running with the land and shall be an encumbrance on the Property. Such covenants shall be binding upon the Declarant and its successors and assigns, including any successor in ttle to the Property. ‘This declaration may be amended only by written agreement signed by the Declarant and by the City of Alexandria, Page 5 of 8IN WITNESS WHEREOF, the Declarant has caused this instrument to be executed as an instrument under seal as of the date first above written, ROBERT PIERRE JOHNSON HOUSING DEVELOPMENT RATION OF THE NATIONAL CAPITAL AREA (SEAL) Title_Cep 22S Woosise STATE OF VIRGINIA, City/Gounty of ({ CexAuwdien, to wit: The foregoing document was acknowledged before me in my jurisdiction aforesaid by dew Conger Levy _inriscapaciyas_ CL © of RobertPierre Johnson ‘Housing Development Corporation of the National Capital Arca on behalf of the said corporation, Given under my hand and seal, this. day of Junf —, 2006. ph beue Mhrae Bow lotary Public ‘My Commission expires: afzopi Page 6 of 8CITY OF ALEXANDRIA, ‘A Municipal Corporation of Virginia OF lel NameSames 1” Haatmayhl Its: City Manager ' STATE OF vincwntagGispComty of O84 cudrato wit: ‘The foregoing document was acknowledged before me in my jurisdiction aforesaid by 7 ne » in his capacity as Cut Wins -A_ of City of Alexandria, nada» pee ‘a municipal corporation of Virginia, on behalf of the said corporation. Given under my hand and seal, this .) day of aa 2006. Notary Public lenge Cans My Commission expires: /.~2/~ 68 ACCEPTED BY:EXHIBIT A TO THE DECLARATION OF RESTRICTIVE COVENANTS DEED OF EAS! Legal Deseription:TAB V (Nonprofit or LHA Purchase Option or Right of First Refusal)PURCHASE OPTION AND RIGHT OF FIRST REFUSAL AGREEMENT ‘THIS PURCHASE OPTION AND RIGHT OF FIRST REFUSAL AGREEMENT (“Agreement”) is made and entered into as of May 14, 2009 by and among ARBELO LIMITED PARTNERSHIP, a Virginia limited partnership (“Partnership”) and ROBERT PIERRE JOHNSON HOUSING DEVELOPMENT CORPORATION OF THE NATIONAL CAPITAL AREA, a Virginia nonprofit corporation (“Grantee”). WHEREAS, the Partnership has been formed to acquire, develop, finance, rehabilitate, own, maintain, operate and sell or otherwise dispose of a multifamily apartment complex {intended for rental to low-income families, commonly known as Atbelo Apartments, and located in the City of Alexandria, Virginia (the “Apartment Complex”) on the land (the “Land”) more particularly desoribed on Exhibit A eltached hereto, which land is expected to being leased to the Partnership by the Grantee pursuant to a long-term ground lease; and WHEREAS, the Apartment Complex is or will be subject to one or more governmental agency regulatory agreements (collectively, the “Regulatory Agreement”) restricting its use to low-income housing (collectively, the “Use Restrictions”); and WHEREAS, Grantee and the Partnership desire to provide for the continuation of the Apartment Complex as low-income housing upon termination of the Partnership by Grantee or its Permitted Assignee (as hereinafter defined) by purchasing the Apartment Complex at the applicable price determined under this Agreement and operating the Apartment Complex in accordance with the Use Restrictions; and WHEREAS, as a condition precedent to the formation of the Partnership pursuant to the ‘Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”), Arbelo ‘Associates, LLC, the general partner or the Partnership (the “General Partner”), has negotiated and required that the Partnership shall execute and deliver this Agreement in order to provide for such low-income housing, and the partners of the Partnership have consented to this Agreement in order to induce General Partner to execute and deliver the Partnership Agreement. ‘NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows: 1. Grant of Option, The Partnership hereby grants to Grantee an irrevocable option (the “Option”) to purchase the improvements, fixtures, and personal property comprising the ‘Apartment Complex, located on the Land and owned by the Partnership at the time of purchase (fhe “Improvements”), after the close of the fifteen (15) year low-income housing tax credit compliance period for the Apartment Complex (the “Compliance Period”), as determined under Section 42()(1) of the Intemal Revenue Code of 1986, as amended (the “Code”). 2. Grant of Refusal Right. In the event that the Partnership determines it desires to sell the Improvements, Grantee shall have a right of first refusal to purchase the Improvements (the “Refusal Right") after the close of the Compliance Period, on the terms and conditions set forth in this Agreement and subject fo the conditions precedent to exercise of the Refusal Right specified herein. Notwithstanding the foregoing, the Refusal Right may only be exercised under 1terms and conditions that satisfy the requirements of Section 42(i)(7) of the Code. In addition to all other applicable conditions set forth in this Agreement: (a) the foregoing grant of the Refusal Right shall be effective only if Grantee is a qualified nonprofit organization, as provided for in Section 42(h) of the Code currently and remains so qualified until (i) the Refusal Right has been exercised and the resulting purchase and sale has been closed or (ii) the Refusal Right has been assigned to a Permitted Assignee as described in Section 8 hereof and (b) any assignment of the Refusal Right permitted under this Agreement and Refusal Right so assigned shall be effective only if the Assignée is at the time of the assignment and remains at all times thereafter, a Permitted Assignee as described in Section 9 hereof, as determined in its judgment by counsel to the General Partner. Prior to accepting any bona fide offer to purchase the Improvements, the Partnership shall notify Grantee and the partners of such offer and deliver to each of them a copy thereof. The Partnership shall not accept any such offer unless and until the Refusal Right has expired without exercise by Grantee under Section 6 hereof. Neither a foreclosure by nor deed in lieu of foreclosure transfer to any mortgagee holding a security interest in the Improvements shall be considered a sale, purchase or transfer for the purposes of this Agreement. The Grantee shall have the right to disapprove any refinancing of the Project prior to the exercise and closing or termination of the Refusal Rights. 3. Purchase Price Under Option. The purchase price for the Improvements pursuant to the Option shall be the greater of the following amounts: (@ Debt and Taxes. An amount sufficient (i) to pay all debts (including partner loans) and liabilities of the Parinership upon its termination and liquidation as projected to occur immediately following the sale pursuant to the Option, and (ii) to distribute to the partners of the Partnership cash proceeds equal to the taxes projected to be imposed on the partners of the Partnership as a result of the sale of the Improvements pursuant to the Option; or (b) Fair Market Value. The fair market value of the Improvements. 4. Purchase Price Under Refusal Right. ‘The purchase price for the Improvements pursuant to the Refusal Right shall be equal to the sum of (a) an amount sufficient to pay all debts (including partner loans) and liabilities of the Partnership upon its termination and liquidation as projected to occur immediately following the sale pursuant to the Refusal Right, and (b) an amount sufficient to distribute to the Partnership cash proceeds equal to the taxes projected to be imposed on the partners of the Partnership as a result of the sale pursuant to the Refuusal Right. In no event shall the purchase price as calculated hereunder be less than the minimum purchase price as defined in Section 42()(7) of the Code. The Grantee shall have the right to disapprove any refinancing of the Project prior to the exercise and closing or termination of the Refusal Rights. 5. Conditions Precedent. Notwithstanding anything in this Agreement to the contrary, the Option and the Refusal Right granted hereunder shall be contingent on the following: (® Requisite Approvals, All required approvals and consents of lenders, including, without limitation, the City of Alexandria (the “City") as a lender, and any other lenders, if any, shall have been obtained (the “Requisite Approvals”); and(b) Regulatory Agreement. Hither (i) the Regulatory Agreement shall have been entered into and remained in full force and effect, and those Use Restrictions to be contained therein shall have remained unmodified as to material terms affecting the affordability of the Apartment Complex or income eligibility standards therein, or (ii) if the Regulatory Agreement is no longer in effect, such Use Restrictions shall have remained in effect by other ‘means and shell continue in effect by means of covenants recorded against the Land. If any or all of such conditions precedent have not been met, the Option and the Refusal Right shall be voidable by the Partnership, and the Apartment Complex may be sold or transferred in the sole diseretion of the Partnership as otherwise provided in the Partnership Agreement, subject to the rights of lenders, if any, to the Partnership. 6. __ Exereise of Option or Refusal Right, The Option and the Refusal Right may each be exercised by Grantee by (a) giving written notice of its intent to exercise the Option or the Refusal Right to the Partnership and the General Partner in the manner provided herein, and (b) complying with the contract and closing requirements of Section 7 hereof. Any such notice of intent fo exercise the Option shall be given not earlier than the last twelve (12) months prior to the end of the Compliance Period nor later than the end of the forty eighth (48%) month following the end of the Compliance Period. Any such notice of intent to exercise the Refusal Right shall be given within sixty (60) days after Grantee has received the Partnership's notice of its intent to sell the Improvements. In either case, the notice of intent to exercise the Option or the Refusal Right shall specify a closing date that will be no later than ninety (90) days from the date of the notice of intent to exercise; provided that such date is not prior to the end of the Compliance Period. If the foregoing requirements (including those of Section 7 hereof) are not met as and when provided herein, the Option or the Refusal Right, or both, as applicable, shall expire and be of no further force or effect. Upon notice by Grantee of its intent to exercise either the Option or the Refusal Right, the remaining unexercised right shall be voidable by the Partnership. 7. Contract and Closing. Upon exercise of the Option or the Refusal Right, the Partnership and Grantee shall exercising best efforts and good faith to enter info a written contract for the purchase and sale of the Improvements in accordance with this Agreement, which contract shall contain such other terms and conditions as are standard and customary for similar commercial real estate transactions in the geographic area in which the Improvements are located and provide for a closing not later than the date specified in Grantee’s notice of intent to exercise the Option or the Refusal Right, as applicable, which date shall not be inconsistent with the requirements of Section 6 hereto, In the absence of any such contract, this Agreement shall be specifically enforceable in accordance with its terms upon the exercise of the Option or the Refusal Right, as applicable. The purchase and sale hereunder shall be closed through a deed- and-money escrow with the title insurer for the Improvements or another mutually acceptable title company, 8. Assignment, Grantee may assign all or any of its rights under this Agreement to (@ a qualified nonprofit organization, as defined in Section 42(4)(5)(C) of the Code, (b) a ‘government agency, or (¢) a tenant organization (in cooperative form or otherwise) or resident management corporation of the Apartment Complex, that demonstrates its ability and willingness to maintain the Improvements as low-income housing in accordance with any Use Restrictions and that otherwise meets the requirements of Section 42()(7)(4) of the Code (each a “PermittedAssignee”), subject to any Requisite Approvals; the prior vitten consent of the City and the partners, which shall not be unreasonably withheld if the proposed Permitted Assignee demonstrates that it is reputable and creditworthy and is a capable, experienced owner and operator of residential rental property; and if such assignment causes no adverse legal or tax consequences to the partners of the Partnership; and subject in any event to the conditions precedent to the Refusal Right and the Option set forth herein, Prior to any assignment or proposed assignment of its rights hereunder, Grantee shall give written notice thereof to the Partnership and the General Pariner. Upon any permitted assignment hereunder, references in this Agreement to Grantee shall mean the Permitted Assignee where the context so requires, subject to all applicable conditions to the effectiveness of the rights granted under this ‘Agreement and so assigned. No assignment of Grantee’s rights hereunder shall be effective unless and until the Permitted Assignee enters into a written agreement accepting the assignment and assuming all of Grantee’s obligations under this Agreement and copies of such written agreement are delivered to the Partnership. Except as specifically permitted herein, Grantee’s rights hereunder shall not be assignable. 9, Suocessors and Assigns, Termination, This Agreement shall be binding on the parties hereto, their heirs, successors, and assigns. However, this Agreement may not be assigned by any party hereto without the consent of the Partnership, nor may it be terminated without the consent of the General Partner, which consent shall not be unreasonably withheld. 11, Defined Terms. Capitalized terms used in this Agreement and not specifically defined herein shall have the same meanings assigned to them in the Partnership Agreement. 12. Severability of Provisions. Bach provision of this Agreement shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purposes 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 which are valid. 13. Counterparts, This Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties shall not have signed the same counterpart. 14, No Continuing Waiver. ‘The waiver by any party of any breach of this Agreement shall not operate or be construed to be a waiver of any subsequent breach, 15. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia. 16. Survival. This agreement shall not survive the foreclosure by or deed in lieu of foreclosure to any mortgagee holding a security interest in the Improvements.ee 1034592 PARTNERSHIP: ARBELO LIMITED PARTNERSHIP, a Virginia limited partnership By: Arbelo Associates, LLC, a Virginia limited liability company and its general partner By: Robert Pierre Johnson Housing Development Corporation of the National Capital Area, a Virginia oration, its sole and §Director/CEO GRANTEE: ROBERT PIERRE JOHNSON HOUSING DEVELOPMENT CORPORATION OF THE NATIONAL CAPITAL AREA, a Virginia nonprofit corporationcounty or _\ 14 Ima fe “fox 88 COMMONWEALTH OF VIRGINIA 7 Before me, the undersigned Notary Public in and for the aforesaid Commonwealth, personally appeared Herbert Cooper-Levy in his capacity as Executive Director/CEO of Robert Pierre Johnson Housing Development Corporation of the National Capital Area, the Sole and Managing Member of Arbelo Associates, LLC and being duly sworn, acknowledged the execution of the foregoing Purchase Option and Right of First Refusal Agreement. Witnose my hand and notarial seel this [2h day of May, 2009. Pie Notary Public O2- 24- Q012. My Commission Expir COUNTY OF Giofex ) COMMONWEALTH OF VIRGINIA ) Before me, the undersigned Notary Public in and for the aforesaid Commonwealth, personally appeared Herbert Cooper-Levy in his capacity as Executive Director/CEO of Robert Pierre Johnson Housing Development Corporation of the National Capital Area, and being duly sworn, acknowledged the execution of the foregoing Purchase Option and Right of First Refusal Agreement. Witness my hand and notarial seal this lath aay of May, 2009. Notary Public My Commission Expires: _O2- 24 ~ 20/2 6Exhibit A Legal Description PARCEL ONE: Being part of the Easterly one-half of Lot numbered Two (2), as shown upon “Plat showing property of John W. Beckley Heirs’ atlached to and made a part of Partition Deed of record in Liber 118, Page 195, Arlington County, Virginia land records and being more particularly described as follows: to-wit: BEGINNING at a point in the Northerly line of Bashford Road (which is 40 ft. wide) said point marking the present Southeasterly comer of original Lot 2; thence running with Bashford Road S. 88 degrees 51’ West 74,82 feet to a point; thence leaving Bashford Road and running N. 1 degrees 09" W. 247.01 feet to a point; thence running parallel to Bashford Road N, 88 degrees 51’ E, 74,82 feet to a point; thence running 8. 1 running parallel to Bashford Road N. 88 degrees 51’ B. 74.82 feet to a point; thence running S. | degree 09° E, 247.01 fect to the point of beginning, containing 18,481 square feet. PARCEL TWO: Being the West one-half of Part of Lot numbered Two (2) as shown upon “Plat of Property of John W. Beckley Heirs’ attached to and made a part of partition Deed duly of record among the Arlington County, Virginia land records in Liber 118, page 195, and being more particularly described according to survey of Edward §. Holland, C.L.S., as follows: BEGINNING at a point in the northerly line of Bashford Road (40 fect wide) said point being in the westerly line of Original Lot 2 of John W. Beckley, Sr. Estate and running thence with westerly line N. 1 degree 09° West 247,01 feet to a point; thence parallel to Bashford Road N. 88 degrees 51° East 74.83 feet to a point; thence S. 1 degree 09° Hast 247.01 feet to a point in the said northerly line of Bashford Road; thence with said line S. 88 degrees 51” West 74.83 feet to the point of beginning. Containing 18,434 square feet. LESS AND EXCEPT that certain portion conveyed to the Dept. of Highways recorded in Deed Book 738 at Page 652, to which reference is hereby made for a more particular description thereof, For derivation of title see Deed Book 040033918 at Page 1184 & Deed Book 040033919 at Page 1187.TAB W (Original Attorney’s Opinion) y's OpiM45 Teron Steet 1275 Stet Suite 40 Suite 200 Boston, MA 2111 Washington, 20005 Tatr724osoo 1 202.82 905 Farrzzogn 202823936 Klein Hornig ue May 14, 2009 Virginia Housing Development Authority 601 South Belvidere Street Richmond, Virginia 23220-6500 RE: 2008 Tax Credit Reservation Request Name of Development: _Arbelo Apartments ‘Name of Owner: Arbelo Limited Partnership Gentlemen: This undersigned firm represents the above-referenced Owner as its counsel. It has received a copy of and has reviewed the completed application package dated May 14, 2009 (of which this opinion is a part) (the "Application" submitted to you for the purpose of requesting, in connection 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 authority hereinafter collectively referred to as the “Regulations") Based upon the foregoing reviews and upon due investigation 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 of such cost items or portions thereof, as set forth in Parts VIII and IX of the Application form, complies with all applicable requirements of the Code and Regulations. 2, The calculations (a) of the Maximum Allowable Credit available under the Code with respect to the Development in Part VIII of the Application form and (b) of the Estimated Qualified Basis of each building in the Development in Part IX of the Application form comply with all applicable requirements of the Code and regulations, including the selection of credit type implicit in such calculations. www leinhornig.com >IMay 14, 2009 Page 2 The appropriate type(s) of allocation(s) have been requested in Subpart ID of the Application form. ‘The information set forth in Subpart VII-C of the Application form as to proposed rents fies all applicable requirements of the Code and Regulations. The site of the captioned Development is controlled by the Owner, as identified in Subpart ILA of the Application, for a period of not less than four 4) months beyond the application deadline, The type of the nonprofit organization involved in the Development is an organization described in Code Section 501(c)(3) ot 501(¢)(4) and exempt from taxation under Code Section 501(a), whose purposes include the fostering of low-income housing. ‘The nonprofit organizations’ ownership interest in the development is all the general partnership interests of the ownership entity of the development as described in Subpart II- Dof the Application form. It is more likely than not that the representations made under Subpart LF of the Application form as to the Development’ compliance with or exception to the Codes minimum. expenditure requirements for rehabilitation projects are correct. ‘After reasonable investigation, the undersigned has no reason to believe that the representations made under Subpart I-E of the Application form as to the Development's compliance with or eligibility for exception to the ten-year "look-back rule" requirement of Code §42(4)(2)(B) are not correct. Finally, the undersigned is of the opinion that, 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(1)(1)(B), the Owner would be eligible under the applicable provisions of the Code and the Regulations to an allocation of Credits in the amounts) requested in the Application. This opinion is rendered solely for the purpose of inducing the Virginia Housing Development Authority ("VEIDA") to issue a reservation of Credits to the Owner. Accordingly, it may be relied upon only by VEDA and may not be relied upon by any other party for any other purpose. D|May 14, 2009 Page 3 This opinion was not prepared in accordance with the requirements of Treasury Department Circular No. 230. Accordingly, it may not be relied upon for the purpose of avoiding U.S. Federal tax penalties or to support the promotion or marketing of the transaction or matters addressed herein, La Hlomigy LUP Kiein Honig LLP "Tele. By: “0 Aaron O'Toole Its: Partner Title)TAB Y (Marketing Plan for units meeting accessibility requirements of HUD section 504)‘Arbelo Limited Partnership TabY ‘Marketing Plan for Accessible Units MARKETING PLAN FOR UNITS MEETING ACCESSIBILITY REQUIREMENTS OF HUD SECTION 504 Arbelo Limited Partnership will create a brochure and an electronic apartment listing that include a list of the basic accessibility features of the units that meet the accessibility requirements of HUD Section 504 regulations (“504 units"), ‘This brochure and listing will be available in altemative formats upon request, including large print, computer diskette, and audiotape, Once all accessibility renovations are completed, the brochure and listing will be distributed via mail and email to: 1. Access Virginia (Statewide accessible housing registry) htip//www.accessva.org 2, Endependence Center of Northern Virginia (the local independent living center) 2300 Clarendon Blvd Suite 305 Arlington, VA. 22201 (703) 525-3268 V (703) 525-3553 TTY (703) 525-3585 FAX 3. Coalition for Housing Opportunities In the Community for Everyone (703) 851-5257 V choicenova@comcast.net 4, Disabled Action Committee dac4va@aol.com 5, Alexandria Commission on Persons with Disabilities 421 King Street #400 Alexandria, VA 22314 (703) 519-3357 V mike.hatfield@alexandriava.gov 6. Alexandria Community Services Board 720 N Saint Asaph St Alexandria, VA 22314 (703) 838-4455 V 7. The Arc of Northern Virginia 98 North Washington Street Falls Church, VA 22046 (703) 532-3214 V (703) 532-3398 FAXTab Y Arbelo Limited Partnership ‘Marketing Plan for Accessible Units 8. 10. i. 12. 13. 14, Easter Seals of Norther Virginia ‘The Walter Reed Community Center 2909 16th Street Arlington, VA 22204 703-228-0964 V 703-228-0946 FAX United Cerebral Palsy of Washington, DC & Northern Virginia 1818 New York Avenue, NE, Washington, DC 20002 202-526-0146 202-529-5205 FAX Spina Bifida Association of the National Capital Area P.O, Box 523415 Springfield, VA 22152-5415 (703) 455-4900 V HOPWA Waiting List Contact: Michelle Simmons Northern Virginia Regional Commission 3060 Williams Drive, Suite 510 Fairfax VA 22031 (703) 642-0700 (703) 642-5077 Northern Virginia AIDS Ministry 803 W. Broad Street, Suite 700 Falls Church, VA 22046 Phone (703) 533-5505 Fax (703) 533-5506 Northem Virginia HIV Resources Project 3060 Williams Drive, Suite 510 Fairfax VA 22031 (703) 642-4627 SERAS (Hispanic AIDS Organization) 929 Broad St. Route 7, Suite 203 Falls Church, VA 22046 Phone (703) 533-9881 Fax (703) 533-9882 serasva@hotmail.comArbelo Limited Partnership Tab Y ‘Marketing Plan for Accessible Units 15. Wholistic Agape Family Ministries 2423 Mount Vernon Ave Alexandria, VA 22301 (703) 519-9129 ‘After an additional week, if an eligible applicant does not emerge, the property manager will expand outreach efforts to broader governmental organizations and local rehabilitation hospitals, including: Alexandria Department of Human Services 2525 Mt. Vernon Ave. Alexandria, VA 22301 703.838.0700 V 703.836.2355 FAX Social Security Administration 6295 Edsall Road Alexandria, VA 22312 (703) 274-0145 V Virginia Department of Rehabilitative Services 5904 Old Richmond Hwy # 410 Alexandria, VA 22303 (703) 960-3411 V Virginia Department of the Blind and Visually Impaired Fairfax Regional Office (703) 359-1100 V. Virginia Department of the Deaf and Hard of Hearing Suite 203 1602 Rolling Hills Drive Richmond, VA 23229-5012 1-800-552-7917 (Voice / TTY) frontdsk@vddhh. virginia.gov Woodbine Nursing Home 2729 King St Alexandria, VA 22302 (703) 836-8838 V INOVA Mount Vernon Rehabilitation Center 2501 Parkers Ln, Alexandria (703) 664-7190 VArbelo Limited Partnership Tab Y Marketing Plan for Accessible Units Woodrow Wilson Rehebilitation Center Department Name, Box W P.O Box 1500 Fishersville, VA 22939-1500 (540) 332-7000 V (540) 332-7132 FAX ‘The property manager will be trained to use the Virginia Relay Service (dial 711 or 1- 800-828-1140 V), to promote effective communication with prospective applicants with hearing or communication impairments. Likewise, the property manager will offer reasonable accommodations to prospective applicants during the application process, including but not limited to: * reading the rental application to someone with a vision impairment or learning disability « assisting a person with a cognitive disability in filling out an application + mailing an application to someone who does not have accessible transportation # conducting a home visit if necessary (¢.g., for individuals currently in nursing homes) The unit will be held vacant until an eligible applicant is found who requires some or all of the unit's accessibility features and that applicant signs a lease.‘VHDA Locality Notification Information Form‘Aibelo Aporiments / Alexcnctia sae Locality Notification Information Form VHDA. PART! - INSTRUCTIONS: Section 42 (m)(1)(A)f of the intemal Revenue Code requires allocating agencies to notify “the Chief Executive Officer [CEO) or equivalent of the local jurisdiction within which the building is located and provide such individual a reasonable opportunity to comment on the development.” \VHDA uses information you provide in this form to comply with this requirement. IFyour. evelopment overians hwo or more jurisdictions, you are required to submit this form for each. New in 20091 In addition to contacting the Locality CEO, VHDA will cso be contacting the Mayor of Chaliman of the Board of Supervisors. It's probable that each position will have @ separate mailing address. Allhough VHDA prepares the documents sent fo each locailly, we rely on you, the developer/Appiicant, to provide us with key information, including the name of the locality having Juisciction over the development, names, addresses and salutations, as well as a summary of basic development information. Ifyou already have a local support letter, you can include it with the application at TABI However, you must sill complete this form and submit it 10 VHDA or the application for this development will be penalized 50 points! For information about additional points associated with receiving a Suppor Letter from the local juisdiction, please refer to the Application Manual. Developers seeking tax-exempt bond 4% credils or Non-Competive 9% credits, should submil this form at least 30 days prior to submission of the tax credit application, 50-Polnt Penalty: Failure to complete and submit this forrn prior to 5:00 p.m. EST time on March 25, 2009 wil result in a. '50-point penaity (-50 points) for any appication submitted in connection with the 2007 competitive tax credits Delivery of Electronic Copy ofthis form fo VDA: via e-mail fo TaxCreditApps@VHDA.com. E-mail only one form at a time! I you use this e-mail option, you willreceive an auto reply message confirming "message received." The system DOES NOT confirm that an allachment has been received. vig regular mail (on CD} to: VHDA Tax Credit Allocation Department c/o Debbie Griner 601 S. Belvidere Street Richmond, VA 23220-8500 \VHDA Contact Information: Call Debbie Griner at 804-343-5518 If you have questions about completing this form. Locally Notification information Form‘elo Apariments / Aloxancki. PART Il - CEO & JURISDICTION INFORMATION Please tead INSTRUCTIONS above careully before comploting the folowing sections ‘A. Chief Executive Officer (CEO) Information Nome of CEO: domes k Horan Fist Na die aor Test Name {Wisi the fa nam of he Cy Manager Town Manages County Adina, hot Acnntroive Ofte fxeevve Ofer, fe Job Tite: Cy Manager (29. "Cly Manager Town Manager, Coury Adrirstaor, Bculve Offeor “Chiot Narinreve Ofer ce Local Jutsletion: ity of Alexei 2g Oly ol.7 Townehro] 1 Conv Malling Addtess/P.0, 80x; 301 King Stroe! TWsis he moling eds of he CEO and may not akvay Ba ha some athe [hysicat adcres of te courthouse, own hak muntlpa buldng, cy hl, sc Foor doubve check he odds betore enna, Suite/Room # jrapezcees Rm 3500 iy ‘Aexonetia state: va Tip: 223i Thisap code must corespond fo he P.O. Boxer sreot adres thot you a wa. Note 2p codes fr P.0. boxes ex uvaly ferent em ep codes forthe set odsrenes. Me Salutation: ‘2.0 The Hanger Mis Rowe 8. Mayor or Chairman of he Board of Supervisors Information Name! Watom D. Euile Trai Name ‘nie ah ToetName Job Title Mayor "Hajar 6 Chaiman athe aaa oT Spar Local Jusction: Coy of Alexa Maling Address/P.0. box: 301 King Skeet ‘hie the stoot ode forthe Aribotor, are ileret tom CEO ee Plate double chock he adcrrs bears ene Suite/Room # wore; Rm 2300 ity: ‘Aexandtia State: VA mai ‘swe the vo code you pick up carespondsto the P.O. Boxe stoot access hat YoU ae ing Nate! tp codes fr #0, bones ee sua ero fom ea ‘ode orth soe acess Salutation: The Honerable (9g. he Honerobiot WET Ws" Ns Rowe Locally Notifcation Information Form‘Abele Aporiments —/ Aloxancria . Juttdction Detail Circuit Court Clr’ office in which the deed fo the property is or willbe recordect Alexa ‘aiicouniy oh (200s he se overtap one or move urtaictional boundaries? C1 ves tyes, odd the nomes ot ‘he other juisdcton(s) neve: ‘GaiGomivar ‘Gavicomivar Development islocated in a Mettopotlan Sttisicat Area (MSA)? Yes (No Developments Census Tract 201801 lethie« Quoted Census Tract? O Yes Gano Is the development located ina bificull Development Area? O Yes Isthe development located in arevitaiation area? yes C1No Congressional Disict e nnd sotavausdconqes/001PDFs/chonrIab pat Planning Distict 3 hiioUdview vande.crafaboulndes himsPOCK2OMen Slate Senate Dict w r " e/2O) POF Chonda et Slate House District % indicate vous/Howe/7onIHexsePDELCRaPLICR AG Local Planning/Zoning Contact Ino: BettPeontoContact Farol Homer Tess the parson wih whom youve provi spoken about the velopment ons ‘whom con answer oniipoted quests fom the CEO. Job ite: Director of Planning ‘8g, Diector of Panning? Manny AMTWaRaTOr TOG ATTN Contact Phone: 703 838-4656 PART Il - DEVELOPMENT INFORMATION Proposed Development Nome: ‘Arbolo Aporiments Tiss ho merkoing name olyou davelopmont Proposed Development Address 831-833 8oshford tone ___Alevandtia___VA 22314 ‘Sree Adcrest Giiy State ip \VHDA Tox Cred Poo! Nonproft In the space below. give abet description o the proposed development. SRPSHEEEOTAESESBATTHNSHEOETRORUEREOD|TDRAOENESHRSTERDUOTRTODPORATOTTORRORERDD Development Type: Family or Eide) Family Describe Architectural ive: “Heder aie wih ATDEco entrances Deseroe Exterior Fh Dick Describe Commuriy Facies (qunaiy rooms in each Bulan, 1. Units ‘Number offowincome urits 34 bedrooms _ 4 %lowincome Unie Tae Number of new units ° bedrooms ° Number of doplivereuse units, 0 #bedooms = 0 Number of eatin uns 3 # backoome Bi Total numberof a uit: = Tolal # becrooms 3a 2. Floor Aree: Gross ResdentialFloorarea (28,028.79 sat ‘Commercial Floor Aves owall Lewincome Fleer Area 2sGT9 sat lowincome Unit ocr Area “#VALUEL 8. Number/Age of buldings Number of fudings 2 Age of aulingts) = Number ofstores: 4 4. structural Features (check oll hat apply) Drow House/towrhouse ‘Garden Apartrnonts O sicb on credo 1 Detached singlefamly Detached Two-fomiy DD Basement O eevater 1B crews space 5, building Systems: Describe Heatina/AC system: Lecalty Nottcation|‘belo Apariments / Alexanckia PART IV - OWNER & SELLER INFORMATION ‘A. Owner Information ‘owner Name: ‘Abela Uiited Pevinership Phone: 709-549-7170 Bett Person fo Contact: eb Cooper! Skeet Address ‘BWeal Neon Ave (iy, Sate & Zp: ‘Aexonaria Va ZT cy ste 7 Type of entity: United Parinenstio other: D1 indivvais 1 Compecatin stot Pincipals Use the folowing os « guide to Ising pencipas. 1.t1Parinership (owner or otherwise) cll GPs, regards OF Rin 2. Wan Lic al members regardless of & ntrest 3.11 Corporation (public or private), Organization or Governmental Ent - offices who are drecilyresponsibie to ‘he Board of Brectors (or equivaleni| and any stockholder having 0 25% or more interest 4:tla Trust all pesons having 6 25% or more beneficil ownership incest i the oieols ofthe ust eatin CP 5. tan Individual (owner or otherwise) - anyone having @ 25% oF more awnestip interest of the nomed individual 6:IfAny Person that Directly or indirectly Controls or Has he Power Control a Principal Names Phone Type of Ownership % Ownership ‘Abela Asociates, UC gene pariner Herb Cooperiewy, ewcuive manage TO-HPTIOxE F ober Flere Jonnson Houiing Development Corp. ined pamner Herb Coopertevy, executive dteciorGtO 703SATV7OXTS B. Seller information: Seller Nome: Robert Pie Johnson Housing Development Corporation Seller Phone: ‘Sheet Address: City, Sate & ip Va Zar sole te Is thore an idenity of interes! between the selerond owner/applicant? TZ] Yes CINo _ttyes.complete the folowing: Noture of identity of interst (1) yenera partner ‘8.9. goneta prinar managing maibar conWang whaeholde, lc, Nome Arbeto Associates, UC Stoo! Adress ‘Best Nelion Ave iy, Ste & 2: Alexonavia Ve 7 ‘Gly sale 7 Nature of ienyof interest (2 a ‘3 genera pares aap TreMbar ConTang Tarek el. Nome ‘Shoot Adress City, Site & Zp: co Tae % Locally Notileation information FormTAB Z Market Study (Provided in Electronic Format)HP Robert Pierre Johnson. Housing Development Corporation Celebrating over 25 years of service to the community! nn www.tpjhousing.org cfc #8178 cve #3128 February 1, 2008 Jim Chandier Director of LIHTC Programs 601 South Belvidere Street Richmond, Virginia 23220-8525 Dear Mr. Chandler: Robert Pierre Johnson Housing Development Corporation (RPJ Housing) is currently preparing an application for low income housing tax credits to perform extensive rehabilitation of the Arbelo Apartments, which our organization acquired on June 5,2006, I am writing to request a waiver of the requirement in the 2008 Application Manual on page 23 which states “No developer's fee will be allowed on the acquisition basis in cases where the seller(or an entity in which the seller has an identity of interest) retains a general partnership interest and/or retains any cash flow or residual value.” PJ Housing’s intention in purchasing this property was to renovate and preserve it as affordable housing in an extremely high-cost area by pursuing tax credits to support the acquisition and rehabilitation of the property. Therefore, RPJ Housing secured these properties by purchasing them outright utilizing a private acquisition loan and a $3,5M foan fiom the City of Alexandria’s Housing Opportunities Fund. RPJ Housing plans to sell Arbelo Apartments to the Arbelo Limited Partnership for the purpose of obtaining tax credit equity to perforin major renovations on the property. As the sole member of the ‘general partner, Arbelo Associates, LLC, RPJ Housing will retain 99% of the general partnership interest. ‘However, our intent is to buy back these properties at the end of the compliance period and arrange for low interest financing to ensure Arbelo Apartments will continue to provide affordable housing to low income families. Given the need to obtain site control through immediate purchase and the aim to preserve these properties as affordable rental housing beyond the compliance period, we respectfully request that you waive the prohibition against allowing a developer's fee on the acquisition basis in this case. This fee will support our efforts as managing general partner to make the necessary financing arrangements to preserve the property as long term affordable housing. I appreciate your consideration, and would be glad to answer any questions you may have. Please advise me in writing of your decision by February 6th, so we can proceed with our application for low income housing tax credits. Rt er Levy B rect eadqui Property Management Property Management Volunteer Home Repair 2666 Mitary[Roed, Headquarters Fleld Sito Winchester Branch ‘Arlington, VA'S2207 7447 Fordson Road 343 Kendrick Lane, #18 P.O. Box 2470 Phone. 703.528.5606 ‘Alexandre, VA. 22308 Front Royal, VA 22630 ‘Winchester, VA 22604 Fax 703.351.9754 Phone: 703.765.1361 Phone: $40.635.3043 Phone: 540.888.9367 Fae $40,635,.9669 Fax: 540.888.9367 Fae 703.765.5249VHDA. February 5, 2008 Mr. Herb Cooper-Levy Robert Pietre Johnson Housing Development Corporation 2666 Military Road Arlington, VA 22207 Re: Arbelo Apartments Developer Fee Dear Mr. Cooper-Levy: ‘This letter is in response to your letter dated February 1, 2008, VHDA will allow the acquisition developer fee for your acquisition/rehabilitation development given that you have just acquired the project in the last year and a half. This requirement was meant for developers that have owned a property for the minimum 10 year look back rule and are looking to the tax credit program for funds to renovate a poorly managed development. IF you have any questions please call me at (804) 343-5786, Sincerely, Tames M. Chandler Director of LIHTC Programs Viva HOUSING DEVELOPMENT AUTHORITY 601 SOUTH BELVIDERE STREET { RICHMOND, VIRGINIA 23270 | PHONE: 377/VHDAI23 | TOD: 604/783-6705 | WWWEVHDA.COM