) clery Village. Z004 - Z-OS5 ®.. 2009 Federal Low Income Housing Tax Credit Program Application For Reservation Deadline for Submission ‘9% Competitive Credits Applications Must Be Rec: VHDA No Later Than 5:00 PM Richmond, VA Time On May 15, 2009 ‘Tax Exempt Bonds Applications should be received at VHDA at least one month before the bonds are priced (if bonds issued by VHDA), or 75 days before the bonds are isswed (if bonds are not issued by VHDA) ‘Virginia Housing Development Authority 601 South Belvidere Street VHDA Richmond, Vigna 2220-6500 wa200Low Income Housing Tax Credit Application for Reservation ‘a shown, will fcttate review of your lapplication. Pl ‘The inclusion of other Items atay increas the nomber of pols for which you are eligible under VDA's ola viem of ralagepplicatons, and muy ast, | HDA tn its determination of the appropriate amount of erodis chat it may: the development. You are therefore lencouraged to submit as much requested information asl available, but thelr fnclaon fs nat mandatory for review of your Electronic Copy of the Microsoft Excel Based Application (MANDATORY) Hoard Copy of All Application Pages With Signature (MANDATORY) Scanned Copy ofthe Tax Credit Application with all Attachments (excluding market study and plans & specs} (MANDATORY ‘$750 Application Fee (MANDATORY) Tab A: Documentation of Development Location: At Qualified Census Tract Certification Revitalization Area Certification Location Map Surveyor’ Certification of Proximity To Public Transportation Partnership or Operating Agreement, including chart of ownership structure with percentage of interests (MANDATOR Virginia State Corporation Commission Cersification (MANDATORY) Principals Previous Participation Certifiation and Resumé (MANDATORY) Nonprofit Questionnaire (MANDATORY for points or pool) ‘The following documents need not be submitted unless requested by VDA: Nonprofit Articles of Incorporation IRS Documentation of Nonprofit Status, Joint Venture Agreement (if applicable) For-profit Consulting Agreement (if applicable) Architect's Cenification (MANDATORY) PHA Section 8 Notification Letter Local CEO Letter Homeownership Plan Site Control Documentation (MANDATORY) Plan of Development Cerifcation Letter Zoning Certification Letter Copies of 8609s To Certify Developer Experience (Reserved) Plans and Specifications 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 — ae sex 0 lt a ‘A. Development Name and Location: 1, Name of Development (Colony Vil 2 Addeess of Development 10200 & 10220 Jefferson Davis iy, Cheserild Couny Virgin : 23108 iy ‘site Tapeh 3. Weomplete address is not available, provide longitude and nitude coordinate (x.y) from Jocation on ste your surveyor deems appropriate © Documentation from surveyor attached (TAB A) (Only cemessany W seca alas or Sree intersections are not available (Coordinates should be the same as thse listed on p13, if pplcable) 4. The Circuit Court Cle’ office in which the dee tothe property is o will be recorded CityrCouny of Chesterfield County {ies Richmond City, Chesterfield County; see application manual) 5. Does thesiteavelap oe oF more jurisdieonal Boundaries? Ove No yes, what other City/County isthe site locate in besides the one mentioned bows? 6. Is thedevelopment located in 8 Metropolitan Statistical Area? DY No 7. Census Tract the developments located in 1004.06 1s this a Qualified Census Tract Yes No dyes atch required form in TAB A) 8. _Isthedevelopment located ina Difficult Development Area? 9. Isthedevelopment located ina revitalization area? CT Yes No (ifyes, attach required form in TAB A) 10. Is the development an existing RD or HUD S87236 development? C)-Yes_1_ No (If yes attach required form in TAB Q) Note there ian deny of interest betwen the pina dhe ele inthis pops andthe applicants sseking pins in this category, then the applicant mt ihr waive dsr ight the developer ae rather fees associated with aquistion an rehabiidas fon waver of hs rauiement rm VHDA pri appiation submis oreccve these pois, 4 Applicant agrees to waive al rights to any develope’ feo other fes associated with acquisition andr rehab. Oye Goa e@ Applicant has obtained a waiver of this requirement from VHDA prior to the application submission deadline. Oye Gna 11. Isthe development located in census ct with poverty rate . Allunits will have an emergency cll system Cc. Alfbathrooms will have an independent or supplemental heat source 1 4 Altentrance doors have two eye viewers, one a 48" andthe other at standard height, For all rehabilitation and adaptive reuse projects, upon completion of construction or or rehabilitation: (Optional Point tems) a 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 distiet, andthe rehabilitation wil be competed in ch a manner a o be eligible for histori rehabilitation tax credits Accessibility (Check one or none of the following point categories, as appropriate: (_—_Forany nonseldry property in which the greater ofS or 10% ofthe units (provide fede project based rent subsiies or ‘equivalent assistance in order o ensure occupancy by extremely low-income persons; (i) conform to HUD regulations interpreting accessibility requirements of section 304 of the Rehabilitation Act, and (i) are actively marketed ro poople with special needs in accordance with a plan submitted as pat ofthe Application. (If special neds include mobility impairments ‘the wits described above must include rollin showers an roll under sinks an front controls for range). 1 Forany non-elderly propery in which the greater of § oF 10% ofthe units (i) have rents within HUD's Housing Choice ‘Voucher (“HCV”) payment standard; (i) 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 holdes, in accordance with a plan submitted as part the Application. For any non-elderly property in which at least four percent (4%) 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 with plan submitted as part of the Application, Earthcraft or LEED Development Certiflcation Applicant agrees to obiain Fartheralt or LEED certification prior to issuance of TRS Form 8609. Architect certifies in the Architect Certfieation thatthe development's design will meet the criteria for such certification Yes - Eartheraft ( Yes- LEED If Yes o either, atach appropriate documentation 3t TAB F L One ar more members ofthe design team is a LEED accredit D Accredited Design Team Member professional Yes [TD No Ht Yes, attach appropriate documentation at TAB F Universal Design - Unis Meeting Universal Design Standards a. The architect of record cetities that units will be constructed to meet VHDA's Universal Design standards, Yes T) No It Yes, attach appropriate documentation at TAB F ’b, Number of Rental Units constructed to meet VHDA's Universal Design standards: 50 Units 3 VEDA Certified Property Management Agent Owner agrees to use a VHDA Certified Property Management Agent to manage the property. Yes O No Ove Ono TAN:A The market-rate unite amenities are substantially equivalent to those ofthe low-income units. Ifno, explain differences: 2009 Page 9‘Low-Income Housing Tax Credit Application For Reserv IV. TENANT INFORMATION Set-Aside Election: UNE ELECTED BELOW IN BOTH COLUMNS DETERMINE POINTS FOR THE BONUS POINT| CATEGORY (Note Tv arder to quali for any fax crit, « development mist mest one oF tivo minimum tresold cosupancy tts Eile () at last 20% of the unis must be rentresrcted and cccopic ty persons whose incomes ae 50% or lee ofthe area median income ase for family size (hii ale the 2059 es or (i) atleast 40% ofthe units mast be rent-estictd and ccupied by persons whse incomes are so es ofthe area median income aust for family size (his called the 4060 test) all as described in Seton 42 ofthe IRC. Rene-and income restricted unis ac known as low-income unis. 1f yo Ihave more fowincome uit than required, you qualify for more credits. If you serve lower incomes then required, you receive more points under the ranking system. ERROR: Check # of Low Income Rental Units p.7_ ERROR: Check # of Total Rental Units p.7 Units Provided Per Household Type: Tncome Levels Rent Levels |For Units 9% of Units Tor nits ° 0.00% 40% Area Median B 10.24% 40% Area Median [rH 50%4 Area Median [TT BBTERE 50% Area Median [173 TOUR 60% Area Median [<3 BOR 60% Area Median [=o 500% © Non-LMI Unis THD “Non L Mt Units Cos 00 Total HH _Total B. Special Housing Necds/Leasing Preference: 1. 1 100% of the low-income units will be occupied by either or both of the following special needs ‘groups as defined by the United States Fair Housing Act, so indicate: O Yes Elderly (age $5 or above) O ves Physically or mentally disebled persons (must meet the requirements of the federal e@ ‘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: 25 Number of units 20% _of total low-income units 3._ If the development has existing tenants, VHDA policy requires that the impact of economic and/or physical displacement on those tenants be minimized, in which Owners agree to abide by the Authority's Relocation Guidelines for LIHTC. properties, 4. Ifleasing preference will be given to applicants on public housing waiting list and/or Section 8 waiting list, so indicate: Yes O no I Locality as no such waiting list Ifye, provide de following information Organization which hold such wating list Chesterton Heights Department of Social Services Contact person (Narne and Til) Robin Suto, Superior Phone Number 804.717.6832] Required documentation tached (TAB Ht) 5. leasing preference will be given to individuals and families with children, {Less than or equal to 20% of the units must have of 1 or less bedrooms). Gl Yes No 2009 Page 10Low-Income Housing Tax Credit Application For Reservation y. LOCAL NEEDS AND SUPPORT e. B. Provide the name and the address of the chief executive officer (City Manager, Town Manager, or County Administrator) of the political jarisdietion ia which the development will be located Chief Executive Officer’ Name James JL Stegmaier Chief Executive Office’ Title ‘County Administrator Stret Address P.O. Box 40 Phone SO TART City Chesterteft sae VE Zip BERE ‘Name ad title of local oficial you have discussed this project with who could answer questions for the local CEO. Arthur Ware, Chasm of he Board of Supervisors Ch Lanter ron CEOatached (TAB CEO later to Be wid aparTey By Hane T, 2007 VHDA notification letter to CEO submitted prior to 5:00 PM 3/5/09: (9% competitive credits only) | Yes C1 No Ifthe property overlaps another jurisdiction please fll inthe following: (Chief Executive Oficers Name Chiof Executive Oficers Title Street Address cn City 5 Zip ‘Name and tite of locl official you have discussed this project with who could answer questions forthe local CEO: OF Later soit CEO atached (TAB 1) CEO Tater o be subniied separately By une, 209 ‘VHDA notification letter to CEO submitted prior to 5:00 PM 3/5/09: (9% competitive credits only) [] Yes [J No Project Schedule ACTUAL OR NAME OF activiry ANTICIPATED PERSON DATE, RESPONSIBLE Tie Option'Contact os-a006 Phit Roper Site Acquisition Ia3000 Phi Roper Zosing Approval [s277008 [Phi Roper Site Pl Approval fwi2009 [Phi Roper Financing A. Construction Loan, ‘Loan Applicaton ls2009 Daniel B. Heatwote ‘Conditional Commie r12009" [Daniel 6. Hearwote Fem Carntment Tos 2005 [Denied 6 Heatwote Permanent Loun Fira ‘Loan Application le2008 basic B. Meatwote Copatonal Commie foiuo [Daniel 6: Heatwote Fim Commineat 012005 [Daniel 6 Hestwote ‘Permanent Loan-Second Lien T ‘Lom Appicaton Coional Commit Finn Commitment B-Other Loans & Grants Typed Source Lis _ Application Ard Commies Formation of Owner [aoa [Cami E Caper TRS Approval of Nonprofit Satis ‘Closing anid Transfer of Property to Owner [ru Pai Rape Plans and Specifications, Working Drawingy [72000 Ph Roper Building Permit Issued by Local Government [a Phi Roper Start Construction Pavoni Pai Roper Begin Lease-up razon Melanie Boles ‘Complete Construction Ison Pi Roper Complete Leave-Up 123.2077 Melanie Bole ‘Credit Placed in Servee Date jsuo0r Danie B Hearne 2008 Pape TTLow-Income Housing Tax Credit Application For Reserv eS: SITE CONTROL, (Rots; Sie contol by the Owner hove herein fa mandatory precondition of review of tis apcaton, Documentary evidence oft] in the form of either x ded, option, purchase contract, o lease fra term longer than the period of time the property will be sujcc | joccupancy restrictions must be inched herewith. (0% Competitive Credits - An option or contraet must extend beyond the pplication deadline by a minimum of four months) lwvarning: Site conrol by an catty ther han the Owner, oven ite aelosely related party, is not sufTiciont. Aniipaod future transfers lo the Owner are not sufficicnt, The Owner, as identified in Subpart I-A, must have site control atthe time this Applica | submitted. INOTE: 1¢ the Owner receives ease) the Owner before the all servation of credits, the property mist e tied inthe name of of leased by (pursuant wo a Jonge sion of credits ie made this yer. {Contes before you submit his aplication you have any questions about this requirement, A. Type of Site Control by Owner: Applicant controls sce by (select one and attach docurnent - Mandatory TAB Kk) Dood - attached Long-term Lease - attached (expiration date: 2 Option - attached (expiration date: ) Purchase Contract - attached (expiration date: 10115109 B. Timing of Acquisition by Owner: Select one: Owner already contos site by either deed of longrter lease ot D_ Owners to acquire property by deed (or lease for period no shorter than period property willbe subject to occupancy restrictions) no later than 1OV1S/09___(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 onthe site, ifany, and expected date of acquisition of each site by the Owner. C. Market Study Data: ‘Obiain the following information from the Market Study conducted in connection with this tax credit application and enter below Project Wide Capture Rate = LINTC Units 4.60% Project Wide Capture Rate - Market Units 0.00% Project Wide Capture Rate - Al Units 4.60% Project Wide Absorption Period (Months) 2 2009 Page 12Low-Income Housing Tax Credit Application For Reservation oe. 1 Bact are often acres set 2. Has locality approved a nal site plan rp of development? Yer No 11 Required documentation formattached (TABL) 3. ssiteproprty ane fer the proposed developmen? ves Ono. © Required documentation form hed (TAB) ‘Wal he proposal seck to qualify for points associated with proximity to public transportation? Yer GINo 1B Required documen in form attached (TAB A) Photographs Include photographs of hee and any existing strstr) in TAB. For bition poets, Provide terior pictures Which documeat the necessity ofthe proposed work E, Plane and Species Minin ubmisson requlremeuts fr all properties (new construction, rehabilitation and adaptive reuse) 1. A location map with property cel defined @ 2 heel siestowme vent anenin oi ug). raat cme (ee. patkng lcs and location of existing lies, and water, sever, loci, 4s in he streets adjacent to the site). Contour lines and elevations are not equi 3 Skeich plans of main bling) resting overall dimersions of, 8. Typical oor plans) showing apartnet types an plsememt ', Ground tor plan() showing emma areas © Sketch flor plas) of types dwelling unite 4. Typical wal sections) showing footing foundation, wall and Noor sitar "Noes mus indicate basic materi instruct, flor and exterior itis {In addition: required documentation for rehabili ion properties Aanitby-ant wrk write, [2 Plans and speificatonsnit-by-unit work writeup tached (TAB P) oF (Tans and spesificationsuntby-unit work witeyp submited separately 2009 Page 13Low-Income Housing Tax Credit Application For Reservation ._OPERATING BUDGET A. Rental Assistance |. Do or will any low-income units receive rents assistance? Dye @ No 2. Ifyes, indicate type of rental assistance: 1D Section 8 New Constuetion Substantial Rehabilitation 1D sections Moderate Rehabilitation OD Section 8 Certtistes Section Project Based Assistance CRD S15 Rental Asistance G) Sesion 8 Vouchars 1D State Assistance OF ote: 3, Number of units receiving asistance: o ‘Number of years in rental assistance contact [Expiration date of contract: Contractor other agreement sitached (TAB Q) B. Utilities 1, Monthly Us ity Allowance Caleulations bare 2. Source of Utility Allowance Caleulation (Attach Document O ww sty Company (Estimate) Local PHA Utility Company (Actual Survey) Other: VEDA, 2000 Page 142008 come Housing Tax Credit Application For Reservation Revenue “Tool Nankera? Teal Monty Uae he __ Texte te encore i 7 % 1 Belo it “ seats 2 Bedroom Unie 8 si 240 3 Beco Units 2» S210 {Bedroom Unis 0 0 us Ot Inca Sou i ending he ule Tta! Monty rome Tere Monts ute Anool Gros Poel aoe tas Vaconey Allowance (20% ‘Equals Annual Eetve Geos lace (EGH)-Lew Larose Units Beginning at Row 7S enter he pp lat eta fr bothered markate its Inthe yellow shaded ees 2. nd eat mony income rth Maria Rae Uno = Taal ber oF Ta aa Lt pe Maer Ua Rena come Tey Uae ° o {edt Unie ° 2 2 Besos Uni ° 2 3 nese Unis ° 2 4 Hed Unit ° 2 Toi Naber of Markt aie ae Pa Os tc Some: o guns Tos! Moni ome: 50 Tele Monte a als Al Gros Poet ame so Less Vaeaoy Allowance (om so qlals Anna fetve Gross Income (FST Marke Rave Units 1D Documentation in Suppor of Operating Budget atic CTAB R) st numberof uals by type: TOTAL UNITS. Teoma || seomam |] saommam |] earn] sume [some List number of units by type: TAN CREDIT UNITS i ERcinay Uae Mumtesunis — SauaaFeet Pac Mert Ron z aa ie . @ oc 5 8 fiery 40% @ coco IL 5 age 15209 efclncy 0% inc 40% cioncy 40% ney 0% oy 10% ony 10% eiooy 40% EMiieny 50% Money 50% fen £05 tiene 505 Money 0% Mery £05 fone 20% ‘ene 60% crey 20% Ecirey 60% ine 50% rey 20% rey “80% cre -o0% ney 60% ney 50% rey 50% = 5 5 s = ‘ = 8 = s = + 5 + 7 a 5 : a 5 : a 5 é 5 s 5 ‘ = s © 5 = 5 = s = 5 5 5 = s 5 5 = 5 = 5 = 5 s 5 = 5 = 5 = 5 = 5 = 5 5 5 : 5 5 . 3 5 : 3 5 : 5 5 : = 5 = 5 x 5 = 5 = 5 x 5 = 5 z 5 "al worn 0 Taccreatone s 5 5 5 5 s 5 s s s s s s 5 =] s 000 Teta Monty et Maret Ron Mandate NeReatie Moni Rare ‘Sum Fest eerust840% eR oR 108 0 108-0 18-20% 108-0 108-08 188-6 108 eo 10R 6s 1 9 sae 1 OR - ana 188 ke 188 ket ole|-lolel=folel--lofol-fo-| 4 470800 Talay oR “ot Monty s = 5 0 s 1360 5 0 5 s 5 s s 5 5 s 5 5 . 5 : . s s : ‘ $ : s s s 5 : s ‘ : s ‘ 5 52009 s10RRet § ‘BBercom Uae BecTeoiina — Aumberints Suet 20R 40% PBR 40% PBR 40% 2BR 0% 2R 0h 20R-t0% 20R-s0% 20R-20% 26R-s0% 20R 50% 20R-s0% 26R-e0%, 28% 28R 8% 26R-0% 26R-m% 000. 200, 00 00 Toohey 28 2390 160 4500 70permet [3 a, = Ts - 2BR- Marat 3 200) 5 E]s 2BR Market 2 000, 5 Zs : eat te ° 009 Tet Moe DeRManstRee S$ - oa 208 Unt: o Tomi2ennot $420 Beacon tne T NetRemabe Mort Re Ted among tunbernts Saas Fast pated anny Rest 38R-<0% oa z 5 38R--0% 20 5 5 30R-40% 2 = 5 35R-c0% 300 5 5 38R-a0% 20 5 5 30R-40% ‘00 s 5 : 38R-a0% ‘00 3 5 38k 0% 00 . s BR aO% 00 5 5 38-0 ‘00 . 5 30R-a0% 0 5 5 38R- 0% ‘0 © $ 38R- 0% 000, s 3 39R-a0% o = s 38R-a0% 00 © 5 : 30R-s0% me] s sco 30R-2% ose [6 ‘ 10 38R- 60% tameo || 5 600 30R-s0% ne20 || $ 180 3BR-cOm 199800 I 5 1980 38R-20% 139000 [s 5 susco BR 0% sssre. || s 1690 S8R-s0% 10200 || s sco 30R-2% rear | Ts s 33e0 SBR-20% souoo | 5 120 S8R-s0% 3800 15 s 1.80 230R-co% 000, = 5 38R- 50% Dae. s s 238R-60% Bae s 5 : SBR 10% a0. = 5 26R-c0, oe s 30R-eox Doe 5 30R-60% 72 5 30R cox 300 § eR em B00 5 eRe, 200 5 SER -60% 208 5 2ER-eo% oa s 36R-eom 00 5 3BR-00% ‘ace. 5 BR 6 oc s SBR 00% 7 eae on re ise 2s 23100 “Tm Oude 21000 20R Manat a oH = s 36h tet ° eao—_|[ Ws2009 Ria a8 s BBR Maat ‘00 s 7 38R- Marat ‘00 5 388 -Miret ‘800 5 38R- Maret ‘000 5 SBR-Meret 200 5 SBR Nace 000 8 BRM oso. 5 28R-aet Bao, s 2R alae a0. 5 aac te * oro “on Monty oR Marat Ret ‘oats ut » Torsannen $ __2u0eo “Sicroon Ur T NetRermbe Meni Rest Tot Senlammca — thuchernks © Sam st act ont Rers saR-40% 306 5 488-0 00 5 saR-208 300 5 49R 40% 208 5 4aR-40% 000 5 49R 08 200, 8 aR 40% a0. 8 ‘aR 40% 200, 8 BR 40% a0. s BR 40% a0, 5 aR 0% ea. s BR 0% 200, s 48-60% oo 8 nn 20% B00. 5 : BR 60% a0. $ 40-50% 0s, $ 408 20% or s 4BR-c0% ax 3 : 45-60% ose 5 40-60% a. s 488-20% ace s 4e8-e0% aia s 458 60% oc $ 488-60 O. s 408-606 0 5 ABR eo 2. s 40R-c0% O00 5 40R-60% oo 5 40-60% ont 5 40R-e0% 200 5 488. €0% oot 5 R60 oot s 498-€0% ot 5 Page tsfoie [seer oreees) [were uct] [serreenere) - ‘as -88 “nor 48 BR Maret ae {OR Maat 00, BR Meret 000) BR Maret 000, {BR Meret 000) “OR - Met 000) BR Meret 000 “OR Meet 000) Marat te 000 Teta ony Page tsLow-Income Housing Tax Credit Applic: 1D. __ Operating Expenses e ‘Amina 2 Office Stres 3 Oe Spies 4 ofice Model Armee ype) * samen ee saat) (pe) 1 Booey Aco Fes 1 Teton & Awering Sense 13, Miscellaneous Adcinstative Total Administra 18 Ft on 1s Bey You Uaty 2. anoeClenngSoplis 22 Eeraing 35 Gram Pall 2 Matteroce Reps Pal e 530. Repis Conoct 51 Heat Coln Rapes & Matera 34. Soom Removal 35 Desert Payal Conaet 36 Decent Sep: 37 Macstaeoue 3 Rea Ente Tae 8 rope & shay 2 Paaly ood {5 Works Conperein 4 abe pce en “Teel Operating Fxpeue sssis Di, Tea Oper Pert 93.58 D2, Toa Oper As 1 EG Hom placement eer (Tl # Ute X $300 65250 New Coe, ty Mies) 9000 2009 Page 16Lo Income Housing Tax Cr E. Cash Flow (First Year) “Annual EGI Low-Income Units from (C1) S10375 ‘Angual EGI Market Units (from C2) + 3] Total Effective Gross Income ‘Total Expenses (from D) Net Operating Income ‘Total Annual Debt Service (from Page 21 B2) : 68.70 Cash Flow Available for Distribution = 70530 F. Projections for Financial Feasibility - 15 Year Projections of Cash Flow Stabilized Year| Year2 | Year3_| Year4 | Years Eff. Gross Income 1,031,575| _1,062,522[ 1,094,397| 1,127,229] 1,161,046 Less Oper. Expenses 492545|512,247| 532,737] 554,046| 576,208 Net Income 539,030| _550.275| 561,661] 573,183] 584.838] Less Debt Service 468,700] 468,700] __468,700[ 468,700, 468,700 Cash Flow 70,330 81,575 2961] 104.483] 116,138 @ Ce sHe Rao 1s 117 7.20 12 125 Year6 | Year? | Year8 | Year9 | Yearl0 Eff. Gross Income 1,195,878|__1,231,754| 1,268,707] 1,306,768] 1,345,971 Less Oper. Expenses 599,256] 623,227| 648,156] __674,082| __701,045| [Net Income 596,621] 608,527 620,551| 632,686] 644,926 Less Debt Service 468,700] 468,700] 468,700[ 468,700] 468,700 Cash Flow w27s2i] __139,827[_151,8si[ 163,986] _176,226 Debt Coverage Ratio 127 130 132 135 138 ‘Year il | Yearl2 | Yeari3 | Yearl4 | Year is Eff. Gross Income 1,386,350[ _1,427,941[ 1,470,779] 1,514,902] 1,560,349] ‘Less Oper. Expenses 729,087] 758,250|_788,580[ _820,124| 852,929 Net Income 657,263] 669,690 682,198| 694,778] 707,421 Less Debt Service 468,700] 468,700] _468,700[ —_468,700| 468,700] Cash Flow 188,563] 200,990] 213,498] 226,078] ___238,720] Debt Coverage Ratio 140 143 146 «ABST Estimated Annual Perventage Increase in Revenue 3.00% (Must be _< 3%) Estimated Annual Percentage Increase in Expenses 4.00% (Must be > 4%) 2000 Page 17Low-Income Housing Tax Credit Application For Reservation VII, PROJECT BUDGET Qo consivttssnnm atowabie cre ‘Complete cost column and basis column(s) as appropriate through A12. Check if the following documentation is attached at TAB S: Executed Construction Contract Executed Trade Payment Breakdown, O Appraisal D1 Other Cost Documentation 1D Environmental Studies [SOTE: Attomey must opine, among other things, as o comectaess of the i lof credit and numerical calculations of this Part VII sion oF each cost Kem in eligible basis, Ope “Rinount of Cost op To TOFS TaeTodubTe Hr Eligible Basie~Use Applicable Clumo(s) "HOBs Present Valve Cri” © ten (A) Cost BH Aeqition CO) Rehab "700% Presen New Consmtion | Value Cre Ii. Contractor Cowt Of Site Improvements Site Work Other Unit Stracares (New Unit Structures (Rehab) 2 Accessory Building (8) 0 Asbestos Removal o Demelition o ° @ ‘Commercial Space Coss Stretured Parking Garage Subtotal A: (Sum 14.1) ‘General Requirements Builder's Overhead (18% _ Contract) N. Buikier Profit (83% Contract) ©. Bonding Fee PB Other —7 Q — ContraciorCost Subiotal (Sum IK..1P) grmhomomegoee Z Owner Conte A. Building Pemit 30,000 0 0 B._Arch/Engin, Design Fee 700,000 a a $63 Unity C.Arch. Supervision Fee (156 Ait) D. TipFes: E. Soil Borings 2009 Page 18Low-Income Housing Tax Credit Application For Reservation e “Amount of Cost up t 100% Includable tm “ligne Basis Aga Colma "30% Present Valve Credit” (Dy) tem «arcos reste (Ona 70% rset navemaneice | _Vatue Cra 7 Owe Cana Conon F. Consuston Lon 46,900 Oninaton Fee 6, Const erst 215,000 (00% fr mont) H, Taxes During Construction 15,000 o o 15,000 1 Insnse Daring enstwcten | ————s000| ————-r ° 20,000 2. Con Centon Fe 2 Toata K. Tae and Reortng ° 23.000 1 Legal es fr Clesing 3 50.000 M, Pemanent Laon Fe 3 z (00% ) ¥, ote Permanent Loan Fes a ° ©, Crt Eahcemen 3 n Morzoe Banker a 0 6, Envenmena Sy a 00 Sect ecto Sxl o 3 S._Appatal Pee 3 oo 1 Mater saly 7 a 5 , Operating Re oe a a ° ¥. Tor crete 27580 a a ° Wormer 3 a e (SEE PAGE 194) X. OwnerCon Sit Sm 28.2%) suena #0 so 1524800 Subouat 142 sax so % 12439239 (Owner + Contactor Cos) 3. Developers Fees 163251 0 a 25 4. Owner's Acquistion Coss Land 250,900 Esttngnprovemens a ° Sebo sian ws 5. Tota Development Costs Saboul T2304 s1s635578 s so 513.782490 1 this application secks 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 0 Land (Attach documentation at Tab K) 30) Building 2009 Page 19Low-Income Housing Tax Credit Application For Reservation tem (a) Cost Amount oF Cost up > 100% incladable fe ligible Basis-Use Applicable Colum) 108 Present Value Credit” (©) Reba ewe Conston ) "70% Present Value Credit” W, OTHER OWNER COSTS ‘Contingency Reserve 0 6 (Rehab or Adaptive Reuse only) LIST ADDITIONAL ITEMS o 0 0 0 0 0 0 @ o 0 0 @ o 0 o @ o 0 0 o o 0 o @ o 0 0 @ o 0 o o o o @ o o o 0 0 o o o 0 @ ° o 0 @ o 0 0 o 0 o a 0 0 0 0 o 0 2 o Subtotal (Other Owner Costs) 50 so so so 2009 Page 194,Low-Income Housing Tax Credit Application For Reservation lem cay cost (B) Acquistion “Ranoant of Coa ap to TO Eligible Basis-Use Applicable Columns) ou eae ee (O) Rehab New Construction Tacladale te ‘© 770% Preset Valu Crit” &_Teial Development Costs Subtotal 124344 15,635,578 o 13,782,490] 6. Reductions in Eligible Basis Subtract the following: ‘A. Amount of federal rani(s) used to finance ‘qualifying development costs B. Amount of nonqualfied, onrecourse financing ©. Costs of nonqualfying units of higher quality (oe excess portion thereo} D. Historic Tax Credit (residential portion) 7. Total Eligible Basis (5 minus 6 above) 8, Adjustment(s) co Eligible Basis (For non-seqistion cost inelsible bass) (Fer Earheraft or LEED Cenification AND 69 Bons Points (i) For QCT or DDA (Eligible Bass x 30 ‘Total Adjusted Eligible basis ‘9, Applicable Fraction 10. Total Qualified Basis (Same as Part IX-C) (Eligible Basis x Applicable Fraction) 11, Applicable Percentage 12, Maximum Allowable Credit under IRC §42 (Qualified Basis x Applicable Percentage) (Gare as Par IX-C and equal to oF more than credit amount requested) 2009 o o 13,782,490 ° ° 0 0 © 13,782,490 100.0000% Lo0.0000%% o o 13,782,490 0.009% 9.00% 50 30 $1,280,424 Sa Page 20‘Low-Income Housing Tax Credit Application For Reservation B. Sources of Funds 1, Construction Financing: ist individually the sources of construction financing, including any such loans financed through grant sources Dawot | Dacor Tawa Sowee fonds | Appteation | Commitment Funse ame of Conta Person Tanabe Boas sso 000 b so b. | Commitments or ltter(s) of intent atached (TAB T) 2, Permanent Financing: List individually the sources ofall permanent financing in order of lien positon: wee | pecor | anomet onatnen | tact | emer at Soncsttois | smptcice| comminas | “Fane SemcCox | ‘teen | wears | Lom gen i Tote ons sssasg0d saral—osef od d b | ee d bh | so] oom 1 d Is | | oa] a d bs | 2] oom! 10 d e Toss 1.25000 4s Commitments or leter(s) of intent atached (TAB T) 3, Grants: Listall grants provided for the development Souceoftards | Appeaton | Cemmminent Fund Name of Const Peo rh = b so b si ls si fs si [Tear Ia wa sism23 ‘Total Permanent Grants: [__s1.s82.204] C) Commitorents or tetter(s) of intent attached (TAB) 2009 Page 21Low-Income Housing Tax Credit Application For Reserv 4, Portion of Syndication Proceeds Attributable to Historie Tax Credit @ Amount of Federal historic credits $0_x Equity % $0.00 30, ‘Amount of Virginia historic credits 30" x Equity % $0.00 30 6. Bauity that Sponsor will Fund Cash Investment so Contributed Land/Building TST eet tt (FA Deferred Developer Fee ar Other: ‘Operating Reserve sr aoe Equity Total 7. Total of All Sources (B2 ~ B34 B4 + BS + B6) (not including syndication proceeds excep! for historic tax credits) 8. Total Development Cost $15,635,578. (From VII-AS) 9, Less Total Sources of Fund (From B7 above) $6,582,204 10, Equals equity gap to be funded with low-income tx credit proceeds (must equal IX-D3) $9,053,284 Syndication Information (If Applicable) 1. Actual or Anticipated Name of Syndicator TBD 2 Contac: Person Phone 3. Stroot Address City Tae 7, @ 4. &, Total tobe paid by anticipated users of ered (eg limited partners) $9,053,284 b, Equity Dollars Per Credit (e.g, $0.85 per dolla of eredit) $0.75 «. Percent of ownership entity (.g., 99% or 99.9%) 598% 4. Net credit amount anticipated by user of credits ore «Syndication costs not included in VHILAS (e.g, advisory fees) a 5. Netamount which wil be used to pay for Total Development Cost (4a-4e) 1s listed in Part VIII-AS (same amount as Part IX-D3) $9,053,284 6, Amount of annual ereit required for above amounts (same amount as Part IX-D6) $1,200,424 7. Net Equity Face [C5 (C6 X 10}} (same amount as Part IX-D4) Must be equal to or greater than 85% 729% Syndication: Ci Public o OPrivate 9. lnvestors C1 Individual or Corporate Zi Syndication commitment of letter of intent attached (TAB U) 2009Low-Income Housing Tax Credit Application For Reservation D. Recap of Federal, State, and Local Funds/Any Credit Enhancements 1. Are any portions ofthe sourees of funds described above for the development financed directly or indirectly with Federal, State, or Local Government Funds? O ves ONe yes, then check the type and lst the amount of money involved, elow:Musist Loans Markt Bote Loans Ey Tax Exempt Bonds so Taxable Bonds Grosis $0 Secon 220 DD Section 221(4\3) $0. DB Section 221(4(3) $0 Section 312 $0” Sexton 2214048) 30 Sexton 236 30. Sexton 236 0 C0 Via sparcirzact 30 Ey Sein 22360 30 HOME Fonds 30 Gl Other 30 D Other 30 D Other: $0. rons Sans cose so (sire Qupac $0. CG) Local Goter: tear ‘This means grants tothe partnership. If you eocived a loan financed by a locality which received one ofthe listed grants, please list it inthe appropriate loan column as “other” and describe the applicable grant programm ‘whieh funded it 2. Subsidized funding: list all sources of funding for points. Documentation Attached (TAB 7) e@ Sommeat hands Comanimen a] 3. Does any of your financing have any credit enhancement? ic a) 3) If yes, list which financing and describe the eredit enhancement: 4. Other Subsidies (Documentation Attached (TAB Q) G1 Section 8 Rent Supplement or Rental Assistance Payment Tax Abatement Cotter 5. Is HUD approval for wansfer of physical asst required? OD vs O No For Transactions Using Tax-Exempt Bonds Seeking 4% Credits: Fer purposes of the 50% Test, anu based only om the data entered to this application, che portion of the aggregace basis of buildings and land financed with tax-exempt funds is Na 2009 Page 23Low-Income Housing Tax Credit Application For Reservation ee. ADDITIONAL INFORMATION ‘A. Extended Use Restriction [NOTE: Each recipient of an allocation of credits will be required lo 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 extencled use period may be terminated early. Gi 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, C1 This development will be subject to an extended use agreement in which the owner's right to any carly 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. E_ This development will be subject to an extended use agreement in which the owner’ right to any early termination of the extended use provision is waived for 35 additional years after the 15- year compliance period fora total of $0 years. Do not select if IX.B is checked below. B. Nonprofit/Local Housing Authority Purchase Option/Right of First Refusal 1. C1 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 e or the right of first refusal to acquire the development for a price not to exceed the outstanding debt and exit axes. Such debt must be limited (othe original morigage(s) unless any refinancing is approved by the nonprofit. Do not select if extended compliance is selected in IX.A above. (J Option or Right of First Refusal in Recordable Form Attached (TAB V) Enter name of qualified nonprofit: 2. (A qualified nonprofit or local housing authority submits a homeownership plan committing to sell the units in the development afier 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 sclect if extended compliance is selected in IX.A above. CO Homeownership Plan Attached (TAB J) C. Building-by-Bullding Information (Complete page 25 as appropriate) 2009 Page 24scotty 609 SaaS SESE ERTS SEAS) SERGE RRTRERREOE AS] ys a ap sa ayn) e.g pba se sip as uP “HcGYoNE a nt 6 e ToT A RONEN a a >costae cove FESSRS AERA ORS SEAS TESSRS STRSTR SAAS g TaN Toy HOTTA WET Ce(eszotea ls b bs S| eee ee 020 2 9 2&9 pbs ave oscippe a png Aoieq wns ag aPHSWO> “seq BULGING TomRATAY og MONT TRI eo(oseate 00 ERRSTS TRS SRR STEAL EERTES TSS S TERRE AS ume = Ta RAY Toa we TD nena—— . Suga da SepyG £m ns pna “noegwHEDE Bey) Capen] oR 70g weNEDNTEY Hp NET Hana OSU MOTSaaeaaaa aS aaa AAA TRSSSaRRE RSET AAAS pum me TEATRO DL . z(e)szoseg SERSESSGS RSET SSAA BERGRSRDRRAER SAAS oma, =o aay ond oa a. sa Som tn 2 A aa a np Be Top La ANTE TID 6.one SSCEEEREE RARE AAAD) SEREESRERRAERSSE 4 9 90. um 98.) Sa Sq Tod wOTTAY HOD LN .Hl , il z & BaaaeaaaRRRR RRA AA EESSESRSES TERRA FORTE SRTTE GEER AA £ era vm emsay 2) 969 peso aa Toe sa ONESTAT HpaI we aoycome Hous e Determination of Reservat [Ihe Following calculation of the amount of credits needed is substantially the same av the calculation which will be made by VHDA %] |determine, as required by the IRC, the amount of credits which may be allocated forthe development. However, VHDA at all times retains ie right to substitute such information and assumptions as are determined by VEDA to be reasonable forthe information and assumption} provided herein as to costs (including development fees, profits, et), sources for funding, expected equity, ctc. Accordingly, it the} development is selected by VHDA for a reservation of erdits, the amount of such reservation may differ significantly from the amount you compute below. ing Tax Credit Application For Reserv: Amount Needed 1. Total Development Costs (tom VIIE-AS, Column page 20) s 2. Less Total Souroes of Funds (rom VIU/-B7 page 22) $6,582,294 3. Equals Equity Gap 9.083.284 4. Divided by Net Equity Factor (VIC? page 22) na (Perce of 10-year eet expected to eras sey investment) 5, Equals Ten-Year Creiit Amount Neaded to Fund Gap 512,408,239 Divided by ten years 6, Equals Annual Tax Crodit Required to Fund the Equity Gap The Maximum Allowable Credit Amount e (Grom VII-AT2-combined Figure) (Tis amount must be equal to or more than 6 above) 8, Reservation Amount (Lesser of 6 or 7 above) (Cre per Unit 9.691 Credit pr Bedroom 4.681 E. Attorney's Opinion imiSeak Fan Gy Attached in Mandatory TAB W) you incur the err message that your reservation amount is mot og te equity gap amount yow may se the goal Seek function within the Excel eadshee to eliminate the ero message. To se the “Gaal Seek function place te curser box on cell V2E. Using the oase aon, pint and lik o Took” on the tp line and then click on the "Goal Seek” option. A box peat withthe V28 cll shen inthe top space, pace the casor inthe idee and type inthe new smut tat yo Want the aguty gp to be which sould the reservation amout below then place the cursor nthe boom space anda the bottom of the page click on page 22. Then place the cuser on eal N15 Deferred Developer Fee) ant cick on OK". A message should then appear ‘ha [solution has een found id if the amounts crret click “OK™. fhe amour Pes cl ier mgs il sop 2009 Page 26Low-Income Housing Tax Credit Application For Reservation F. Statement of Owner 1 undersigned hereby acknowledges the following: 1, that, to the best ofits knowledge and belief, all factual information provided her herewith is true and correct, and all estimates are reasonable. in or in connection, 2. that it will at al times indemnify and hold harmless VHDA and its assigns agains ll losses, costs, damages, VHDA's expenses, and liabilities of any nature directly or indirectly resulting from, arising out of, or relating to VHDA'S acceptance, consideration, approval, or disapproval of this reservation request and the issuance or nonissuance of an allocation of credits, grants and/or loan funds in connection herewith, 3. 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 tis application ‘once the deadline for applications has passed. 4. that this epplication form, provided by VEDA to applicants for tax credits, including all sections herein relative to basis, credit calculations, and determination of the amount of the credit necessary to make the development financially feasible, is provided only for the convenience of VHDA in reviewing reservation request; that completion hereof in no way guarantees eligibil of credits applied for has been computed in accordance with IRC requirements; and that any notations herein describing IRC requirements ae offered only as general guides and not as legal authority forthe credits or ensures thatthe amount 5. taceundeidis pon fr cing tat ie oped ela il be mpi of 16, that, forthe purposes of reviewing this application, VHA is entitled to rely upon representations ofthe undersigned as tothe inclusion of costs ineligible basis and as to all ofthe figures and calculations relative to the determination of qualified basis for the development as a whole and/or each building therein individually as well asthe amounts and types of credit applicable thereof, but that te issuance of a reservation based on such representation in no way warrants their correctness or compliance with IRC requirements 7, that VHDA may request or require changes in the information submitted herewith, may substitute its own figures which it deems reasonable for any or all figures provided herein by the undersigned and may reserve credits, if any, in an amount significantly different from the amount requested, 8, thacreservations of ere discretion. are not transferable without prior written approval by VEDA at its sole 2009 Page 27Low-Income Housing Tax Credit Application For Reservation 10, 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 VHA 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 attomey 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 Scetion 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 nameonthis _15.dayof May 2009 Legal Name of Owner: Colony Vi — By: Its: Managing Member (Title) Page 282009 UNTC SELF SCORE SHEET: a Sarg rocans is workahet ntendd to provide you wih an estate of your applcalon score based on the salecon crea descsed int AP," Mort ofthe data used inthe scoing process atomatcaly erterod below ae you Mi in te appcaton. Other ter] ted below in tbe green shaded cal, ar ams hat are typical evalucted by VHA’ sia during tne applcacn review an sly ely. For purposes of sl scoring, wil be recssar or you lo make cata decors and assumptions about you elation and nie ina appropriate response inne green shaded cls of bs save shoe Al bd twa require yeumo responses rofich cae enor Yer Wa epproptate, Rem 2b penaneg othe Loca! CEO Lote wil eae one othe loving respanees he letter ates uncenctionsl support: Ne ltr ndcates opposton toe projec. NC - no comment fom the focally. ay oer reponse wich s nether urcondlional support or postin, em Set requres 2 numer value tobe enered. Ps rember thatthe sor fe ony or estmela tesed on the elecion cana vaing the ‘eservston appieaion ela and ponaes Youve entre on tls see sheet. VHDA reserves the Pgh change appikaton data and score shee espensed re appropiate, which may change the al seme MANDATORY TEMS Score ‘8 Sgnea, completed aopeaton Yorn 3 3. Dupleate copy ot aplaton Yor % © Pannershipeerement Yorn o Sco Centienton Yorn ° ‘. Previous parilpaton form Yorn © Ste entet document Yorn 2 9. Arhiacts Corfeston Yorn ° A. Atomeys epion Yorn o 1 Nenpaft quastonnste (NP) YN ° m8 1. READINESS 2 Plant deveionmant N oor40 000 B. Zenieg approval y ora 0.00 Teak 2000 2. HOUSING NEEDS CHARACTERISTICS '3, VHA neffeabon eter to CEO o0r-50 Local CEO later one Dorzer60 €. Location na revtatzaon ar Y 9030 4 Locaton na Gale Coneue Tract N oars See Bor PHA wating Kt preference ¥ 9or%0 £ Subecies tunding commsmorts 000% Upieo 9 Evisting RO, HUD Sacton 8 F296 program N Der20 1 Tax abeloment or new projet based rin sity (HUD or RO} oro ens act wih 10% poverty ate, no to eed mis N oorzs 1 Davetemen ated an te Rural Deveopment Rena Ponty st N Oars ‘etal {DEVELOPMENT CHARACTERISTICS: ’ Unt See caeuors bow pte 100 26a Amentes See csearbore bow pice 60.00 €. Project subldes!HUD 804 access fa o 10% units N dors ‘00 or. HEV payment standaraiHUD 50% access foro 10% of unite N ors ‘00 or, HUD 60s acess fo 48 of uns N Doris ‘000 1 Proximity o guste vansporion N 9.40920 ‘00 9 Dovelogront wilbe Eateraf or LEED carifioa y Dor30 3.00 1.VHOA Cored Property Managemont Agent y or 25 25.00 "Unis contuced to met VHDA's Univers! Dasin stands 3% Ups 5a | Devecemonts th ies than 100 nts pte 20 3.00 Teta Ess 4. TENANT POPULATION CHARACTERISTICS: 2. <= 20% of uns having ot bs bosoms y oorts 15.00 Percent af ut wih} more basroome 198% Upto 6 1878 Tout me 6. SPONSOR CHARACTERISTICS: ' Developer experince 8 davetpments wth Sx unis or 8 developmen wit 7 unis ors 50.00 or. Developer anparonce | development wih x uns orto 900 ©. Developer experience -unezactad mao iain 9or-80 00 4 Dovenper expenence -noreorpance fee Fa Oor-t5 000 ef. Developer expenonce - not bud as epresented Sante oor 00 12. Dovolperexceienee -ferminaton cf ered by WHOA orto 209 * Maragerant company ated unsatisfactory Oor2s 000 9. LEED accresied deugn ‘sam member derto 7.00 Yel 50.00 6. EFFICIENT USE OF RESOURCES ‘2 Credt parunt We or MEN appers inte sarcoma pont p10 380 Bost perunt| is check olin of lens Otis on mart mach Up 7s7. 80NUS POINTS: cients ee tw Suntec rs s gy as re & set Se as ae Seg ae ee oe eee iene EP Se ea i ae a = 475 Point Theshold- Tax Exempt Bond Croxts Unit Sie Caletaton: orsort oom a a 7 3) Lonsare son ‘| 4 q q Paceagaatins| oo] oes] aon] cen insert oom 7 Tal ad a lense 20m 4| oe cr 3a Lear. eon ‘| | q 4 Hnsort oom 7 | 7 Inte votse cacuton pase e tonsa son q 4 H heck var ote on pn Pacenageet ms om] cov] aon 2. 1Ser2snmeoome 00.00% ss00 .Commonty Roam 300 4 Ktenonaundy Ap-Enrgy Sar ‘300 Hoste Seem AFUE 000, 6. Sub metres ator oxenes 500 ir eped co BS, ree era 309 ©, Eengency al yee 00 6, nfenenteigp Dest soe 303 oo) Dote ar ee a — ee Greprren ant os 38 3. on i aes soe oe i @ cece ere = TR rrTABA (Documentation of Development Location)TAB A.1 (Qualified Census Tract Certification)TAB A.2 (Revitalization Area Certification)Chesterfield County, Virginia Community Development 9901 Lo Rotd- P.O. Box 0 — Chesefel, VA 25852.0040 Phone: (04) 748-1047 ~ Fax: (0) 768-2283 - Interne: chested gow MILLARD D. STITH, JR. Deputy County Administrator REVITALIZATION AREA CERTIFICATION May 11, 2007 sim Chandler Virginia Housing Development Authority 601 South Belvidere Street Richmond, Virginia 23220 \VHDA Tracking Number: 2009-2-055, Development Name: Colony Vilage: Development Jurisdiction: Chesterfield County, Name of Owner/Applicant: ‘Colony Vilage, LLC Dear Mr. Chandler: | cerfify that the above-referenced development is located in a Revitalization Area in my jurisdiction. A “revitalization oreo” is any area that is (i) elther (1) blighted, deteriorated, deteriorating or, if not rehabilitated, likely 10 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, of (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 (i) private enterprise and investment are not reasonably expected, without assistance, to produce the construction or rehabilitation of decent, safe and sanitary housing ond 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. | understand that this Certification will be used by the Virginia Housing Development Authority to determine whether the development qualifies for points available under VHDA’s Qualified Allocation Pian. [CEO Name} WulbeloL flr Miltatd D Sf Fe Deguts, Count Ad mueastro— Providing a FIRST CHOICE community through excellence in public service {tle}Location Map5/13/2009 10200 Jefferson Davis Hwy, Chesterfi, Address 10200 Jefferson Davis Hwy | Getcoogle Mapson your phone e Goaog ‘a Richmond, VA 23237 g “atthe wordGMAPS"1 466853 Maps Map data ©2009 Tele Atlas hhttp://maps.google.com/maps?f=a8s... wiSurveyor’s Certification of Proximity To Public TransportationTAB B e (Partnership or Operating Agreement)OPERATING AGREEMENT OF COLONY VILLAGE, LLC «a Virginia Limited Liability Company May 12, 2009COLONY VILLAGE, LLC OPERATING AGREEMENT This Operating Agreement (the “Agreement”) of COLONY ViLLAGE, LLC, a Virginia limited liability company is made by and among Emerson Companies 1, L.P., a Virginia limited partnership, Philip R. Roper, III and F. Andrew Heatwole (collectively, the “Members”. Article. Operating Agreement and Purpose A. Formation. The Company was formed as a limited liability company under the Virginia Limited Liability Company Act, Virginia Code § 13.1-1000, et seq. (the “Act”), effective as of May 12, 2009. The parties to this Agreement acknowledge and affirm the continuation of the Company. B. Name. The name of the limited liability company is “COLONY VILLAGE, LLC” (the “Company”. C. Purpose. The purpose of the Company is to (1) own, develop, operate, and manage property with Tax Identification Numbers 794-665-8176-00000 and 794-666-6515-00000 in “hesterfield County, Virginia (the “Property”), (2) provide resolution of any dispute which may. arise among the Members and to avoid the expense and problems of litigation, (3) consolidate fractional interests in assets, (4) promote the Members’ knowledge of and communication about assets, (5) establish a method by which annual gifts can be made without fractionalizing assets, (6) continue the ownership of assets and restrict the right of non-family members to acquire an interest in such assets, (7) provide protection to assets from claims of future creditors of Members, (8) provide flexibility in business planning not available through trusts, corporations or other business entities, including the use of the modem portfolio theory and the application of the business judgment rule in making investment and management decisions, and (9) ensure confidentiality with respect to the business and investment matters affecting the Members and the Company. D. Office. ‘The principal office of the Company is located at 13281 River's Bend Boulevard, Suite 201, Chester, Virginia 23836 or at such other place as the Managers (hereinafter defined) may designate. Article IL. Capital Contributions A. Capital Contributions, 1. Initial Capital Contribution. Each Member, upon the execution of Operating Agreement, shall make as an initial capital contribution (“Capital Contribution”) the amount shown on Schedule A, which is attached hereto. ‘The initial Capital Contribution to be made by any person who hereafter is admitted as a Member and acquires his Membership Interest from the Company shall be determined by the Members.2. Additional Capital Contributions. In the event the Manager, in the Manager's sole discretion, determines that additional capital is needed by the Company, the Company may, at any time and from time to time, call for additional Capital Contributions from the Members, in proportion to their respective Membership Interests. The Manager shall notify cach Member, in writing, of the amount of any additional Capital Contribution to be made (the “Capital Call”). Within thirty (30) days of receipt of the above notice regarding the Capital Call, each Member shall contribute to the Company the amount of the Capital Contribution requested by the Manager. In the event a Member or Successor in Interest fails to make any installment of a Capital Contribution within such thirty (30) day period, such Member shall be in default (a “Defaulting Person”) and the following shall apply to the Defaulting Person: a Dilution. The other Members (the “Non-Defaulting Persons”) may satisfy the obligation of the Defaulting Person to make an additional Capital Contribution, as specified in the Capital Call, and dilute the Membership Interest of the Defaulting Person, at any Non-Defaulting Person’s election, by giving written notice to the Defaulting Person. If more than one Non-Defaulting Person wishes to satisfy the obligation of the Defaulting Person to make an additional Capital Contribution, as specified in the Capital Call, those Non-Defaulting Persons that wish to make such additional Capital Contributions shall make the additional Capital Contribution in proportion to their Membership Interest or as they may otherwise agree, The Defaulting Person's Membership Interest shall be diluted in proportion to the additional Capital Contributions made by Non-Defaulting Persons. ‘The Non-Defaulting Person's Membership Interest will be increased by a corresponding amount on a pro rata basis based on their funding of the Defaulting Person's portion of the Capital Call. The Manager is authorized to transfer the Membership Interest diluted or enhanced under this paragraph on the books and records of the Company, ‘The Manager is authorized to cause all filings, records and tax retums of the Company properly reflect the change in Membership Interest b. Deemed Offer to Sell. If the Non-Defaulting Persons do not make the additional Capital Contribution of the Defaulting Person, as described above, the Defaulting Person shall be deemed to have offered to sell all of his, her or its Membership Interest in the Company to the Company and the Company shall have the right to redeem the Membership Interest of the Defaulting Person for an amount equal to the value of the Membership Interest, as determined as of the date of the Capital Call by an independent appraiser selected by the Company, This valuation shall be determined under the same methods as would be used for determining the estate tax value of such Membership Interest as if the Defaulting Person had died on the date of the Capital Call, taking into account the lack of marketability of such interest and the fact it represents a minority interest, if applicable. Any independent appraiser may employ other independent professionals to assist him in such valuation. The determination of value by the independent appraiser shall be final and binding on all parties if made in good faith. The cost of the appraiser shall be borne equally by the Company and the Defaulting Person, The Company, at its option, may purchase the interest of the Defaulting Person in exchange for an unsecured promissory note, bearing interest at the applicable federal rate, as described in § 7872 of the Internal Revenue Code of 1986, as amended (the “Code”), with amortized payments over a term not to exceed ten (10) years. The deemed offer to sell under this Article shall be governed by the terms of this paragraph, ©. Further Assurances. The Managers are authorized to transfer the Membership Interests on the books and records of the Company. ‘The Manager is authorized to Page 2cause all filings, records and tax retums of the Company properly reflect the change in Membership Interests. 3. Loans. The Managers may endeavor to obtain a loan or loans to the Company, from time to time, for necessary capital on reasonable terms, in order to finance the ‘ownership and operation of the business of the Company. 4. Loans to Company by Members. Nothing in this Agreement shall prevent any Member from making secured or unsecured loans to the Company by agreement with the ‘Company in accordance with the terms of this Agreement. B. Membership Interests. The percentage interest of each Member in the Company (Membership Interest” or “Interest”) is set forth on Schedule A. C. Member. The term “Member” shall include the Members set forth on Schedule A and any other contributor of capital for a Membership Interest and any assignee, transferee, successor, legatee or disposee of all or any part of a Membership Interest, who is admitted to the Company as a Member pursuant to Article VII. “Member” shall also include any transferee of a Membership Interest who is not admitted as a Member but such transferee’s Tights and obligations hereunder shall only be as set forth in Article VILA. D. Interest on and Return of Capital Contributions, No Member shall be entitled to interest on its capital contribution, No Member shall be entitled to withdraw any part ofits Capital Contribution or its Capital Account or to receive any distribution from the Company, and there shall be no obligation to return to any Member or withdrawn Member any part of such Member's Capital Contributions for so long as the Company continues in existence, except as specifically provided in this Agreement. E. Loans Not to be Treated as Capital Contributions. Loans or advances by any Member to the Company shall not be considered Capital Contributions and shall not increase the Capital Account balance of the lending or advancing Member. No Member shall be required under any circumstances to contribute or lend any money or property to the Company. F, Capital Accounts, A separate capital account (“Capital Account”) shall be established and maintained for each Member in accordance with Treasury Regulations § 1.704- 1(b)(2)(iv) and the following provisions. Each Member's Capital Account shall equal: 1. The amount of cash actually contributed by it to the capital of the ‘Company and the fair market value of property or services contributed by it to the capital of the Company (net of liabilities assumed or taken subject to by the Company to which such property is subject); 2. Increased by such Member's allocated share of taxable income and gain of the Company including income and gain exempt from tax; 3 Reduced by the amount of cash actually distributed to such Member. by the Company and the fair market value of property distributed to such Member by the Company (net Page 3of liabilities assumed or taken subject to by such Member to which such property is subject); and 4. Reduced by such Member's allocated share of taxable loss of the Company and by expenditures of the Company that are not deductible in computing its taxable income and are not properly chargeable to a capital account, If the Company has made an election under § 754 of the Code, the special basis adjustments. provided in Code §§ 734 and 743 or any successor or similar provision thereof, shall be reflected in the Capital Accounts of the Members only as prescribed in the Treasury Regulations promulgated under Code § 704(b). In connection with a transaction that will result in the dissolution of the Company, to the extent that assets are distributed in kind, the Member or Members receiving the same shall have reflected in such Members Capital Accounts the adjustments required by treating such assets as if they had been sold by the Company for the fair market value thereof, and also the gain or loss that would have been realized by the Company shall be appropriately reflected in the Capital Accounts of such Members prior to distributions under Article X. Notwithstanding anything to the contrary in this Section or any part of this Operating Agreement, the Capital Accounts of the Members shall be determined and maintained in accordance with Code § 704(b) and any Treasury Regulations promulgated thereunder and the provisions of this Section shall be modified to the extent required by Code § 704(b) and such ‘Treasury Regulations, G. Transfer of Capital Account. In the event of a permitted sale or other transfer of a Membership Interest in the Company, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent they relate to the transferred Membership Interest. The profits and losses of the Company shall be allocated based on the number of days in that year during which each Member owned a Membership Interest, or on any other reasonable basis selected by the Managers which is consistent with the applicable provisions of the Code and any Treasury Regulations promulgated thereunder, Article III. Allocation of Profits and Losses A, Definition of Profits and Losses. “Profits” and “Losses” shall mean the taxable income or loss, as the case may be, for @ period (or from a transaction) as determined in accordance with Code § 703(a) (for this purpose, all items of income, gain, loss or deduction required to be separately stated pursuant to Code § 703(a)(1) shall be included in taxable income or loss), but computed with the following adjustments: 1. Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; 2.__ Any expenditures of the Company as described in Code § 705(a)(2\(B) or treated as Code § 705(a)(2)(B) expenditures pursuant to Treasury Regulation § 1.704-1(b)(2)(ivXi), and not otherwise taken into account in computing Profits or Losses shall be subtracted from such taxable income or loss; Page 43. In the event of any adjustment to the book value of any Company asset as permitted by the Treasury Regulations under Code § 704(b), the amount of such adjustments shall be taken into account as gain or loss from the disposition of such asset; 4. In the event the book value of any asset has been adjusted, gain or loss resulting from the disposition of such asset shall thereafter be computed by reference to its adjusted book value, which shall reflect depreciation deductions which take into account the adjustments ‘made to the book value thereof, notwithstanding the fact that the adjusted tax basis of such asset may be different; and 5. Notwithstanding any other provisions of this definition, any items which are specially allocated pursuant to Article HILC. shall not be taken into account in computing Profits or Losses, B. Allocation of Profits and Losses. After giving effect to the special allocations provided in Article IILC., including any curative allocations as provided therein, the Profits and Losses of the Company for any fiscal year shall be allocated to the Members in proportion to their respective Membership Interests. C. Special and Curative Allocations 1. The provisions of the final and temporary Treasury Regulations promulgated under Code § 704(b) relating to the qualified income offset, minimum gain chargeback, minimum gain chargeback with respect to partner nonrecourse debt, the allocation of nonrecourse deductions and the allocation of items of deduction, loss or expenditure relating to partner nonrecourse debt are hereby incorporated in this Agreement by this reference and shall be applied to the allocation of Company items of income, gain, loss or deduction in the manner provided in such Treasury Regulations. However, the Members do not intend that the “deficit restoration obligation” described in § 1,704-1(b)(2)(i)(b) or (c) of the Treasury Regulations or any successor provision thereto be incorporated into this Agreement. 2. The foregoing regulatory allocations are intended to comply with certain requirements of the Treasury Regulations. However, it is the intent of the Members that, to the extent possible, all of the regulatory allocations shall be offset either with other regulatory allocations or with special allocations of other items of Company income, gain, loss or deduction, Therefore, notwithstanding any other provision of this Article III (other than the regulatory allocations), the Members shall make such offsetting allocations of Company income, gain, loss or deduction in whatever manner the Member's determine appropriate so that, after such offsetting allocations are made, each Member's Capital Account balance is, o the extent possible, equal to the Capital Account balance such Member would have had if the regulatory allocations were not a part of this Agreement and all Company items were allocated pursuant to Article IILB. The Members may take into account future regulatory allocations which, although not yet made, are likely to offset other regulatory allocations made under this Article IILC. Page 5D. Other Allocation Rules. 1. For purposes of determining the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Members using any permissible method under Code § 706 and the Treasury Regulations thereunder. 2. Except as otherwise provided in this Agreement, all items of the Company's, income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Members in the same proportions as they share Profits or Losses, as the case may be, for the year. 3. Except as otherwise provided in this Agreement, all items of income, gain, loss or deduction for federal income tax purposes shall be allocated to the Members in the same manner as the corresponding book allocations of such items as provided in this Article I. 4. Notwithstanding anything herein to the contrary, in the event that the principles of Code § 704(c), as amended, and the Treasury Regulations promulgated thereunder, require allocations of taxable income or loss of the Company in a manner different than that set forth above, including any instances in which the book value of Company's assets has been adjusted as permitted under the Treasury Regulations, the provisions of Code § 704(c) and the regulations thereunder shall control such allocations among the Members E. Distributions. 1. Pro Rata Distributions Generally. All distributions of cash or other property, except distributions upon the Company's dissolution as provided in Article X, shall be made to the Members on a pro rata basis in accordance with theit respective Membership Interests on the record date of such distribution. 2. Tax Related Distributions. ‘The Company shall distribute to the Members the amount necessary (as reasonably determined by the Managers) to cover the income taxes payable by the Members on income eamed by the Company that is taxable to the Members assuming each Member is in the highest combined individual federal, state and local tax bracket applicable to any Member. Distributions under this Article IILE.2. shall be made when such taxes, are due, including the payment of estimated taxes, and be netted against distributions made under Article ILE.1 3, The Managers shall have the right to determine how much Net Cash Flow, if any, of the Company shall be distributed among the Members each year. Such distributions of Net Cash Flow of the Company shall be distributed among the Members, pro rata in proportion to their respective Membership Interests. The Managers shall have the right to establish, maintain and expend reserves to provide for working capital, future investments, debt service and such other purposes as the Managers shall deem necessary or advisable. “Net Cash Flow” shall mean, with respect to any fiscal period, all cash receipts during such fiscal period not used for capital expenditures and not considered as Net Cash Flow in a prior fiscal period and any amount theretofore held in any reserve that was not considered as part of Net Cash Flow in a prior fiscal Page 6period which the Managers shall determine need not be held any longer in reserve, all determined in accordance with the Company's method of accounting, less Operating Expenses. “Operating Expenses” shall mean, with respect to any fiscal period, (i) to the extent paid other than with cash withdrawn from reserves therefor, the amount of cash disbursed in such period in order to operate the Company and (o pay expenses (including, without limitation, wages, taxes, insurance, repairs, and/or other costs and expenses) incident to the ownership or operation of the property or the Company and (ii) amounts added to reserves as determined by the Managers. 4. Except as provided in Article IILE.2. and Article X hereof, all distributions of cash and property shall be made at such times and in such amounts as determined by the Managers. 5. All other provisions hereof notwithstanding, the Company's obligation, and Managers’ authority, to make any distribution is subject to the restrictions governing distributions under the Act and such other pertinent governmental restrictions as are now and may hereafter become effective. Currently, among other prohibitions, the Act prohibits the Company from making a distribution to the extent that, after giving effect to the distribution, liabilities of the Company exceed the fair value of the assets of the Company. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Members from the Company shall be treated as amounts distributed to the relevant Member or ‘Members pursuant to this Article IIL F, Tax Year and Accounting Methods. It is the intent of the Members that this Company be treated as an entity taxable as a partnership solely for federal and state tax purposes. ‘The taxable year of the Company shall be the calendar year. The Company books and records shall be maintained on such basis of accounting as may be determined as proper by the certified public accountant regularly employed by the Company at that time (the “Company's Accountant”). The Company's Accountant is authorized to use good judgment in making determinations with respect to the treatment of particular items which are not clearly covered here or which would result in a violation of federal or state income tax laws as they exist from time to time. G. Tax Matters Member/Partner. The Managers shall designate one of the serving Managers, ot, if there are no Managers eligible to act as the tax matters partner any other Member, as the “Tax Matters Member/Partner” of the Company pursuant to Code § 6231(a)(7). GEORGE P. EMERSON, JR. shall be the initial “Tax Matters Member/Partner” for federal income tax purposes, and as such, shall represent the Company in dealing with the Internal Revenue Service or other state or federal tax authorities, and shall be the Member to whom all official government tax notices shall be sent H. Single Member LLC. At any time that there is only one (1) Member of the Company, the Company shall be treated as a single member entity within the meaning of Section 301.7701-2(c)(2) of the Treasury Regulations and, accordingly, disregarded as a separate entity for tax purposes Article IV. Management and Rights of Page?A. Managers. 1. The powers of the Company shall be exercised by and under the authority of, and the business and affairs of the Company shall be managed under the direction of one or more managers. 2. The initial Managers shall be George P. Emerson, Jr., Philip R. Roper, Il, F. Andrew Heatwole, each individually and collectively the “Managers”. 3. For so long as Emerson Companies Il, L-P., a Virginia limited partnership or an Emerson Affiliated Member (as later defined) (the "Emerson Founding Member") is a ‘Member and has not consented otherwise in writing, each Member agrees at all times to vote his ‘entire Membership Interest (whether in the election of Managers or in any vote to remove a Manager) so as to cause the Emerson Founding Member, or such Person whom it designates, to bea Manager of the Company. At such time as the Emerson Founding Member has ceased to be a Member, the covenants contained in this Article IV.A.3. shall terminate. The Emerson Founding Member designates George P. Emerson, Jr. as Manager as of the date of this Agreement. 4, For so long as Philip R. Roper, III (as later defined) (the "Roper Founding Member’) is a Member and has not consented otherwise in writing, cach Member agrees at all times to vote his entire Membership Interest (whether in the election of Managers or in any vote to remove a Manager) so as to cause the Roper Founding Member, or such Person whom it designates, to be a Manager of the Company. At such time as the Roper Founding Member has ceased to be a Member, the covenants contained in this Article [V.A.4. shall terminate. 5. For so long as F. Andrew Heatwole (as later defined) (the "Heatwole Founding Member") is a Member and has not consented otherwise in writing, each Member agrees at all times to vote his entire Membership Interest (whether in the election of Managers or in any vote to remove a Manager) so as to cause the Heatwole Founding Member, or such Person ‘whom it designates, to be a Manager of the Company. At such time as the Heatwole Founding ‘Member has ceased to be a Member, the covenants contained in this Article IV.A.5. shall terminate. 6. Subject to the provisions of Article IV.A.3., Article IV.A.4. and Article IV.AS., any Manager may be removed with or without cause, and a new Manager may be appointed, upon the affirmative vote of the Members holding a majority of the Membership Interests entitled to vote. Each Manager shall be deemed a “manager” as defined in the Act. B. Management of Company. The Managers shall have the exclusive right to manage the business of the Company, including, without limitation, the right to make contracts, leases, deeds, notes, and mortgages, or otherwise take action in respect of real or personal property owned by the Company, and to make all decisions regarding the business of the Company. The Managers may delegate prescribed functions to any employee, agent, or consultant. The Managers are granted the right, power, and authority to do in the name of, and on behalf of, the Company all things that, in his or its sole judgment, are necessary, proper or desirable to carry out the purposes of the ‘Company, including, but not limited to, the right, power and authority: Page &1 ‘To enter into any kind of contract or activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, so long as those activities and contracts may be lawfully carried on or performed by a limited liability company under applicable laws and regulations; 2. To own, acquire by lease or purchase, develop, maintain, improve, grant options with respect to, sell, convey, finance, assign, mortgage, or lease real estate and/or personal property and to cause to have constructed improvements upon any real estate necessary, convenient or incidental to the accomplishment of the purposes of the Company; 3. To execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the development, management, maintenance and operation of any properties in which the Company has an interest, including without limitation, necessary easements to public or quasi-public bodies or public utilities; 4. To borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and to secure the repayment by deed of trust, mortgage, security interest, pledge or other lien or encumbrance on Company properties or any other assets of the Company; 5. To prepay in whole or in part, negotiate, refinance, recast, increase, renew, modify or extend any secured or other indebtedness affecting Company properties and in connection therewith to execute any extensions, renewals or modifications of any evidences of indebtedness secured by deeds of trust, mortgages, security interests, pledges or other encumbrances covering such properties; and 6. To lend money to the Company, as a creditor of the Company and not as an ‘additional capital contribution to the Company; provided that the terms of any such loan, including the interest rate, shall be at least as favorable to the Company as those that could have been obtained by it on the same type of loan in the same locality from a lending institution. C. Action by Managers. Unless otherwise expressly provided by the Act, the Articles, or the terms of this Agreement, the unanimous vote, approval or consent of the Managers, shall be necessary and sufficient for the Managers to take any action on behalf of the Company that the Managers are authorized to take pursuant to the Act, the Articles or this Agreement. D. Execution of Documents and Other Actions. The Managers may delegate to one or more of their number the authority to execute any documents or take any other actions deemed necessary or desirable in furtherance of any action that they have authorized on behalf of the Company as provided herein. Notwithstanding anything to the contrary in this Section, all documents to be executed or delivered in connection with the low income housing tax credit application to be submitted to Virginia Housing Development Authority, and all documents in connection therewith, including, without limitation, the purchase contract for any property, may be signed by any one of the Managers, and have been approved by all of the Managers. Page9E. Single Manager. If at any time there is only one person serving as a Manager, such Manager shall be entitled to exercise all powers of the Managers set forth in this Article, and all references in this Section and otherwise in this Agreement to “Managers” shall be deemed to refer to such single Manager, F. Reliance by Other Persons. Any person dealing with the Company, other than a Member, may rely on the authority of a particular Manager or Managers in taking any action in the name of the Company, if such Manager or Managers provide to such person a copy of the applicable provision of this Agreement and/or the resolution or written consent of the Managers or Members granting such authority, certified in writing by such Manager or Managers to be genuine and correct and not to have been revoked, superseded or otherwise amended. G. Ratification of Manager's Prior Acts. All actions taken by the Manager on behalf of the Company from the date of its organization to the date of this Agreement are ratified and confirmed. H. Management Fees and Reimbursements. The Manager shall be entitled to a reasonable management fee for his or its services. The Manager shall receive reimbursement for expenses reasonably incurred in the performance of his or its duties. No Manager shall be prevented from receiving such reimbursement by reason of the fact that he is also a Member of the Company. Any fees or reimbursements paid to a Manager under this Section shall be payable solely from Surplus Cash. 1. Rights of Members. Except as expressly provided in this Agreement, the Members shall not participate in the general conduct or control of the Company’s affairs and shall have no Tight to act for or to bind the Company. J. Special Meetings. A meeting of the Members, for any purpose or purposes, unless, otherwise prescribed by statute, may be called by any Member or group of Members holding at Teast twenty percent of the Membership Interests entitled to vote. K. Notice of Meetings. Written notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the person or persons calling the meeting, to each Member entitled to vote at such meeting, L. Meeting ofall Members. If all of the Members meet at any time and place, either within or outside of the Commonwealth of Virginia, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting lawful action ‘may be taken M. — Quorum. Members holding at least a majority of the Membership Interests entitled to vote at a meeting of the Members, represented in person or by proxy, shall constitute a quorum at any meeting of Members. N. Proxies. At all meetings of Members, a Member may vote in person or by proxy Page 10executed in writing by the Member or by a duly authorized attomey-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. 0. Action by Members Without a Meeting. Any action required or permitted to be taken at a meeting of Members may be taken without a meeting if one or more written consents to such action are signed by each Member entitled to vote and such consent or consents are filed with the minutes of the proceedings of the Members. Action taken under this paragraph is effective when all Members entitled to vote have signed the consent or consents, unless the consent of consents specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent. P. Waiver of Notice, When any notice is required to be given to any Member, a waiver thereof in writing signed by the Member entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice. Q. Majority Vote. Except as otherwise provided in this Agreement, all decisions made by the Members shall be made by (i) an affirmative vote of the Members holding a majority of the Membership Interests entitled to vote and (ii) the consent of the Manager. Recipients of a Membership Interest who have not been admitted as a Member shall have no voting rights except as required by law. R. Vote of Persons Under Disability. Members whose interest is held by a Custodian under the Virginia Uniform Transfers to Minors Act or the Virginia Uniform Custodial Trust Act shall be voted by such Custodian, Article V. Indemnification A, Indemnification of Members and Managers. The Members acknowledge, agree and desire that the liability of any Member or Manager to the Company or to any of the other Members shall be eliminated, to the maximum extent possible, pursuant to § 13.1-1025 of the Act, as defined on Page 1. The provisions of this Article are in addition to, and not in substitution for, any other right to indemnity to which any person who is or may be indemnified by or pursuant to this Article may otherwise be entitled, and to the powers otherwise accorded by law to the Company to indemnify any such person and to purchase and maintain insurance on behalf of any such person against any liability asserted against or incurred by him in any capacity referred to in this Article or arising from his status as serving or having served in any such capacity (whether or not the ‘Company would have the power to indemnify against such liability). Any indemnification by the Company shall only be paid from Surplus Cash. B. Effect of Invalid Provisions. If any provision of this Article shall be adjudicated invalid or unenforceable, such adjudication shall not be deemed to invalidate or otherwise affect any other provision hereof or any power of indemnity which the Company may have under the laws of the Commonwealth of Virginia. C. Survival of Indemnification Provisions. No amendment or repeal of this Article shall limit or eliminate the right to indemnification provided hereunder with respect to acts of Page 1‘omissions occurring prior to such amendment or repeal. D. No Personal Liability to Members. Notwithstanding the above, the indemnification provided in this Article or otherwise shall in no event cause the Members or Managers to incur any liability beyond their total Capital Contributions plus their share of any undistributed profits of the Company, nor shall it result in any liability of the Members or Managers to any third party. Article VI. Transfer of Membership Interest A. No Right to Resign or Withdraw. No Member shall have any right to voluntarily resign or otherwise withdraw from the Company without the prior written consent of all remaining, Members of the Company. Any attempted resignation or withdrawal without the requisite consent shall be null and void and have no legal effect. B. Transfer of Interest. No Member shall, directly or indirectly, transfer, sell, hypothecate, give, encumber, assign, pledge, or otherwise deal with or dispose of all or any part of his Membership Interest now owned or subsequently acquired by him, other than as provided for in this Agreement. Any transfer in violation of and without full compliance with this Agreement shall be void and without legal effect. ©. Permitted Transfers. 1. Emerson Companies. Notwithstanding the above, Emerson Companies I, LP., a Virginia limited partnership, and its members and Affiliates (as later defined), including, specifically, George P. Emerson, Jr., (collectively, an “Emerson Affiliated Member”) may transfer all or any portion of the Member's Interest at any time to any of the following, hereinafter referred to as an “Emerson Permitted Transferes a, Other Members; b. In the case of an Emerson Affiliated Member that is a natural person and not an Entity, the children or other descendants of any such Emerson Affiliated ‘Member (whether naturally born or legally adopted), or ©. In the case of an Emerson Affiliated Member that is a natural person and not an Entity (as later defined), a trustee who holds such Membership Interest in trust for the exclusive benefit of the Emerson Affiliated Member, such individual Emerson Affiliated Member's spouse, such individual Emerson Affiliated Member's children and descendants (whether naturally born or legally adopted) or any one or more of such persons; d. In the case of an Emerson Affiliated Member that is a trustee of a Trust, the beneficiaries of such trust, but specifically excluding an individual who is not a descendant of George P. Emerson, Jr., such as the spouse of a descendant of George P. Emerson, Jr or e. In the case of an Emerson Affiliated Member that is an Entity, a Page 12subsidiary or Affiliate of the Emerson Affiliated Member, including specifically George P. Emerson, Jr. An Emerson Affiliated Member who is an Emerson Permitted Transferee may subsequently transfer all or a portion of such Emerson Affiliated Member’s Interest to another Emerson Permitted Transferee as provided and in compliance with the provisions of this Article VLC.1. No Emerson Affiliated Member may transfer a Membership Interest in the Company to an individual adult Emerson Permitted Transferee who is married or is engaged to be married unless and until the Emerson Permitted Transferee delivers to the Manager appointed by the Emerson Founding ‘Member a fully executed Pre-Marital Agreement or Post-Nuptial Agreement which evidences that the receipt of such Membership Interest (and any proceeds therefrom) shall constitute and rema the separate property of the Emerson Permitted Transferce (collectively, a “Marital Agreement”). As used herein, “Affiliate” means, with respect to any Member, Manager or employee of the ‘Company, any Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Member, Manager or employee and shall include any descendant of such Member, Manager or employee. As used in the foregoing sentence, the term “control” means possession, directly or indirectly, of the power to direct or cause a direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. As used herein, “Entity” shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or other association. 2. Roper. Notwithstanding the above, Philip R. Roper, Il (“Roper”) shall have a one-time right, during his lifetime, upon notice to the Managers, to transfer all or any portion of his Interest to any of the following, hereinafter referred to as a “Roper Permitted Transferee”: a. A child or descendants of Roper (whether naturally born or legally adopted), or b. A trustee who holds such Membership Interest in trust for the exclusive benefit of one or more of Roper’s spouse, children, descendants (whether naturally bom or legally adopted), or the spouse of a child or descendant of Roper, ©. An Entity or Affiliate of Roper. Notwithstanding the foregoing, in the event Roper transfers all or any portion of his Interest to a Roper Permitted Transferee, the provisions of this Agreement, including specifically the Option Events described in Article VILD., shall apply as if the Interest were held by Roper and the Roper Permitted ‘Transferee shall be bound by this Agreement accordingly. 3. Heatwole. Notwithstanding the above, F. Andrew Heatwole (“Heatwole”) shall have a one-time right, during his lifetime, upon notice to the Managers, to transfer all or any portion of his Interest to any of the following, hereinafter referred to as a “Heatwole Permitted ‘Transferee”: aA child or descendants of Heatwole (whether naturally born or legally adopted), or Page 13b. A trustee who holds such Membership Interest in trust for the exclusive benefit of one or more of Heatwole’s spouse, children, descendants (whether naturally bom or legally adopted), or the spouse of a child or descendant of Heatwole; c. An Entity or Affiliate of Heatwole. Notwithstanding the foregoing, in the event Heatwole transfers all or any portion of his Interest to a Heatwole Permitted Transferee, the provisions of this Agreement, including specifically the Option Events described in Article VILD., shall apply as if the Interest were held by Heatwole and the Heatwole Permitted Transferee shall be bound by this Agreement accordingly. D. Option Events. 1. A Member (the “Transferring Member”) shall be deemed to have offered to sell all of such Member's Interest in the Company to the Company and other Members (referred to as “Remaining Members”), as provided below, on the date of the occurrence of any of the following events (an “Option Event”): a. The death of the Member (including Roper and Heatwole), other than an Emerson Affiliated Member. b. The bankruptcy (voluntary or involuntary) as adjudicated by a court, appointment of receiver, or assignment for the benefit of the creditors of the Member. © The receipt by the Member of a valid bona fide offer (the “Offer”) from an unrelated third party to purchase all or any portion of the Transferring Member's Interest and the Transferring Member desires to sell such Interest. 4. An Emerson Affiliated Member (other than George P. Emerson, Jr.) is married or becomes married and is not a party to a Marital Agreement or having previously ‘executed such Marital Agreement terminates such Marital Agreement, Upon the occurrence of an Option Event, the Transferring Member (or his personal representative) shall deliver written notice to the Company and each of the Remaining Members within ninety (90) days after the Option Event. In the case of the receipt of an Offer, the notice delivered by the ‘Transferring Member shall include a copy of the Offer, specifying the name and address of the prospective transferee (the “Offeror”), the Interest included in the proposed transfer (the “Offered Interest"), the proposed price for the Offered Interest (the “Offering Price”), the terms of the proposed transfer (the “Offering Terms”), and the date the offer was made (the “Offer Date”). If notice of an Option Event is not made within such ninety (90) day period, the Company and Remaining Members may, but shall not be required to, treat such notice as having been made on the 90th day and proceed with their rights to purchase as provided below. Failure to exercise such right shall not be deemed a waiver of such right until actual notice is delivered and the respective option periods have expired. No interest shall accrue on the purchase price for such Interest until the actual Closing Date. Page 142. Remaining Members’ Right of Refusal. Within sixty (60) days after receipt of the notice provided for in Article VLD.L,, the Remaining Members (subject to Article VILD.5.) shall have the right to purchase all or any part of the Transferring Member's Interest in proportion, to their Membership Interest in the Company (excluding the Transferring Member’s Interest), or in such proportion as they may otherwise unanimously agree, at the price and upon the terms specified in Articles VIII and IX of this Agreement, respectively. If the Transferring Member receives an Offer, the purchase price for such Offered Interest shall be the lesser of the Offering Price or the purchase price as determined in Article VIII, and the terms of the purchase shall be, at the option of each purchasing Member, the Offering Terms or the terms as set forth in Article IX. Written notice of acceptance must be mailed or delivered to the Transferring Member within such sixty (60) day period, 3. Company's Right of Refusal. If the Remaining Members fail to exercise their options with respect to the Interest of the Transferring Member, the Company, by a majority vote of the Interests of the Remaining Members, shall have the right, for a period of sixty (60) days after the expiration of the Remaining Members’ sixty (60) day option period, to purchase all or any part of the remaining Interest of the Transferring Member at the price and upon the terms specified in Articles VIII and IX of this Agreement, respectively. If the Transferring Member receives an Offer, the purchase price for such Offered Interest shall be the lesser of the Offering Price ot the purchase price as determined in Article VIII, and the terms of the purchase shall be, at the option of the Company, the Offering Terms or the terms as set forth in Article IX. Written notice of the ‘Company's acceptance must be mailed or delivered to the Transferring Member within such sixty (60) day period. 4 Af Options Not Exercised. If the Company and the Remaining Members fail to acquire all of the Transferring Member's Interest, then the Transferring Member may, for a period of thirty (30) days, transfer his remaining and unpurchased Interest to whomever he so designates or, in the case of an offer, to the Offeror at the Offering Price and on the Offering Terms, However, the transferee shall not become a Member unless admitted as such as provided in Article VIL. If the Transferring Member fails to transfer such Interest within such thirty (30) day period, all untransferred Interests shall again become subject to the terms and conditions of this Agreement as if such Option Event had not occurred. 5. Mandatory Purchase for Breach of Marital Agreement Provisions. Notwithstanding the foregoing, in the event of an Option Event described in Article VLD.1.d, the other Emerson Affiliated Members shall purchase all or any part of the Transferring Member's Interest in proportion to the Emerson Affiliated Members’ Membership Interest in the Company (excluding the Transferring Member's Interest), or in such proportion as they may otherwise unanimously agree, at the price and upon the terms specified in Articles VIII and IX of this Agreement, respectively. BE. Effect of Non-Member’s Interest. For purposes of determining the Remaining Members’ proportionate Interest in the Company as provided for in this Article, the Interest of Members who have not been admitted as such shall be ignored. F. Low Income Housing Tax Credits. It is the intention of the Company to purchase the Property and to construct a multi-family apartment development (the “Project”) on the Property Page 15in such a manner that the Project qualifies for low income housing tax credits. Accordingly, the Company intends to identify one of more tax credit investors to invest in the Project, and this Agreement will be amended and restated to admit the tax credit investors into the Company in ‘connection with the tax credit investment. Each Member shall transfer a proportionate amount of ‘its interest to such investor, so that the original Members shall retain 1% or less of the ‘Membership Interests, but the remaining Membership Interests of the original Members shall be allocated in the same proportionate amount of each original Member's Membership Interest as set forth on Schedule A, and such original Members shall retain the same proportionate Manager interests, rights, economic benefits, obligations and liabilities as set forth in this Agreement, Article VIL Admission of a New Member. A. Rights of Transferee, Except as provided below for Permitted Transferees, any transfer of a Membership Interest as set forth in Article VI shall be effective only to give the transferee the right to receive the share of tax allocations and distributions to which the Transferring Member would otherwise be entitled. A Permitted Transferee, unless the Transferring Member expressly provides otherwise, shall have the right to become a substitute Member, if such Permitted ‘Transferee agrees to be bound by all the terms and conditions of the Agreement as then in effect. No other transferee shall have the right to become a substitute Member unless all of the other ‘Members, in the exercise of their sole and absolute discretion, expressly consent thereto in writing, and the transferee agrees to be bound by all the terms and conditions of this Agreement as then in effoct. Unless and until a transferee is admitted as a substitute Member, and except as provided above with respect to allocations and distributions, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. B. Admission of a New Member. Additional Membership Interests may be issued and additional Members may be admitted to the Company only by unanimous agreement of the ‘Members and the Manager. The terms applicable to the admission of new Members will be as agreed by all the Members and the Manager at that time. C. Rights of Transferring Member. A Member who has assigned his Membership Interest shall cease to be a Member upon assignment of the Member's entire Membership Interest and thereafter shall have no further powers, rights, and privileges as a Member hereunder, but shall, unless otherwise relieved of such obligations by agreement of all of the other Members or by operation of law, remain liable for all obligations arising while he was 2 Member. Article VILL Purchase Price A. Value of Interest Being Transferred. The purchase price for the ‘Transferring Member's Interest offered for sale hereunder shall be determined as of the Valuation Date by an independent appraiser selected by the Company. This valuation shall be determined under the same ‘methods as would be used for determining the estate tax value of such Interest as if the Transferring Member had died on the Valuation Date, shall not take into account the lack of marketability of such interest or the fact it represents a minority interest. The appraisal shall take into consideration any pre-payment penalties associated with any re-financings reasonably necessitated by the transfer Page 16of a Member's Interest. Any independent appraiser may employ other independent professionals to assist him in such valuation, ‘The determination of value by the independent appraiser shall be final and binding on all parties if made in good faith. Notwithstanding the foregoing, the purchase price for a Membership Interest for which the Option Event is described in Article VLD.1.d. shall be one dollar ($1.00). Furthermore, in the event the Company is the owner of a policy of life insurance on the life of the Transferring Member and the proceeds of insurance received by the Company as a result of the death of the Transferring Member is greater than the purchase price determined under this Article VIILA., the purchase price shall be increase to an amount equal to the amount of the proceeds of insurance received by the Company as a result of the death of the Transferring Member. B. Valuation Date, ‘The Valuation Date shall be the first day of the month immediately preceding the date on which an Option Event occurs. C. Allocation of Costs of Withdrawal. If withdrawal is other than by reason of death, then one-half of the costs of withdrawal incurred, in total, by the Company or any Member (other than the Transferring Member) including legal and accounting fees, will be charged to the ‘Transferring Member and deducted from the value of the Transferring Member's Interest to the extent the Transferring Member does not pay the amounts before settlement. Alll additional costs and expenses above this amount shall be bome by the party that incurs the costs; provided however, all fees relating to the appraisal shall be bome one-half by the seller and one-half by the buyers. Article IX. Settlement A, — Settlement of Purchase. The settlement of any purchase of Interest under this, Agreement shall be made on the Closing Date at the principal office of the Company, or if agreed to by the parties, the offices of the Company's legal counsel. The Closing Date shall be the date that is one hundred twenty (120) days after the date of receipt of the Transferring Member's written notice as required under Article V1, or such other date as agreed upon by the Transferring Member and those of the Company and Remaining Members who are purchasing any Interest. 1. Cash Down Payment, With respect to the purchase and sale of a ‘Membership Interest hereunder, the buyer of the Membership Interest shall deliver to the seller an amount of cash at closing equal to the greater of ten percent (10%) of the purchase price, or the ‘amount of insurance proceeds recived by the buyer on account of the death of a Member (if the purchase and sale is made pursuant to the death of a Member). 2 Promissory Note. The balance of the purchase price shall be evidenced by @ negotiable promissory note or notes which shall be executed by the appropriate purchaser or purchasers, individually (and not as a joint and/or several obligation of all purchasers if there is more than one purchaser) payable to the order of the Transferring Member, bearing simple interest on the unpaid principal balance at the Wail Street Journal Rate (as later defined) compounded monthly. Each such note shall provide for monthly payments amortized over a twenty year term, with a balloon payment of all outstanding indebtedness (including interest, principal, late fees, charges, etc.) on the date that is five (5) years from the date of the Closing Date The first installment shall be payable on the date that is one (1) month after the Closing Date. ‘The remaining installments shall be payable thereafter on the same day of each successive Page I?month. As used herein, the “Wall Street Journal Rate” shall mean the prime rate (or base rate) reported in the “Money Rates” column or section of The Wall Street Journal as being the prime rate or base rate on corporate loans at large U.S. Money Center banks on the Valuation Date. 3. Option to Prepay. The purchaser ot purchasers shall have the unrestricted right to prepay the note in whole or in part, at any time and from time to time without penalty or premium. 4. Acceleration of Note and Security. The note shall provide for optional acceleration of maturity in the event of a default in payment of principal or interest, or upon the insolvency of, or the assertion of insolvency by or against any maker, endorser or guarantor of the note, In addition, the note will become due and payable in ful if the Company sells substantially all of its assets and business, or enters into any legal arrangement which has substantially the same effect. The note shall provide for the reimbursement of reasonable attorney fees in the collection of all or any part of the note upon default. The note may be secured, at the option of the Transferring Member, by a pledge of the Member's Interest purchased, but not a specific pledge of the assets of the Company. B. Right 10 Effect Transfers, The Company will have the right to effect the transfers contemplated in this Agreement without actually recciving a written assignment of a Member's Interest and it is agreed that transfers of Membership Interests may be made on the books of the ‘Company for this purpose, which transfers will be deemed effective upon payment in accordance with the terms of this Agreement. C. Right 10 Deal with Representative, The term “Transferring Member” shall include the personal representative of a deceased Member and the legal guardian, agent, atlorney-in-fact or custodian of an incapacitated Member. The Company and Remaining Members shall have the right to deal freely with any such party, as the case may be, to effectuate the terms of this Agreement. Article X. Dissolution A. Bvents Resulting in Dissolution. The Company will be dissolved upon the occurrence of any of the following; however, dissolution shall not occur until at least ten (10) years after maturity of the HUD loan: 1, The unanimous written consent of all the Members and the Manager, 2. At any time there are no Members: however, in such case, the Company shall not be dissolved and shall not be required to be wound up if, within six months after the occurrence of the event that caused the dissociation of the last remaining Member, the personal representative of the last remaining Member agrees in writing to continue the Company until the admission of the personal representative of such Member or its nominee or designee to the ‘Company as a Member, effective as of the occurrence of the event that caused the dissociation of the last remaining Member; 3. The entry of a decree of judicial dissolution under § 13.1-1047 of the Act; Page 184. Automatic cancellation of the Company's Certificate of Organization pursuant to § 13.1-1064 of the Act; or 5. The determination by a “qualified mediator” (as defined in Article X.B.) that “Deadlock” (as defined in Article X.B.) exists. B. —_Deadiock. For purposes hereof, “Deadlock” shall mean that following a good faith effort at mediation presided over by a qualified mediator appointed in the manner described below, the mediator determines that the Members or Managers are unable to reach agreement on. any proposed material activity of the Company and either (i) irreparable injury to the Company is, threatened or being suffered as the result of such failure to reach an agreement, or (ii) the business and affairs of the Company can no longer be conducted to the advantage of the Members generally. In the case that any Member or Manager believes that there may be a Deadlock, any Member or Manager may send a notice to the Members and Managers requesting mediation, After either a Member or a Manager sends such a request for mediation, each Member shall designate by written notice to the other one qualified mediator to mediate the dispute. If Members agree on a mediator, that person shall be the mediator. If any Member fails to designate a mediator within thirty (30) days after receipt of a notice requesting mediation, the defaulting Member shall be deemed to have agreed to the non-defaulting Member's mediator. If the Members are unable to agree on a mediator, then the mediators selected by the parties shall appoint a qualified mediator who shall function as the mediator. The term "qualified mediator" as used herein shall mean a person experienced in mediating disputes between businesses similar to the business in which the Company is engaged. The mediator’s only authority hereunder shall be to assist the Members and Managers in mediating a dispute or to make a determination, following a good faith effort at mediation that there is a Deadlock. The mediator's fees shall be paid by the Company. C. Conclusion of Affairs. In the event of the dissolution of the Company for any reason, the Manager shall proceed promptly to wind up the affairs of and liquidate the Company. Except as otherwise provided in this Agreement, the Members shall continue to share distributions and tax allocations during the period of liquidation in the same manner as before the dissolution, D. Liguidating Disiribuions. After providing for the payment of all debts and liabilities of the Company and all expenses of liquidation, and subject to the right of the Manager to set up such reserves as it may deem reasonably necessary for any contingencies or unforeseen, liabilities or obligations of the Company, the proceeds of the liquidation and any other assets of the Company shall be distributed to or for the benefit of the Members in accordance with this Agreement. Unless the Members entitled to vote (by a majority vote) and the Manager agree to some other form of distribution, the distributions to the Members upon liquidation shall be made in kind based on the fair market value of the Company's assets at that time. If such distribution is in kind, each Member shall take a fractional interest in each and every asset of the Company unless the Members and the Manager agree to some ather method of division. E. Order of Priority in Liquidation. If the Company is terminated, the Manager will proceed with the liquidation of the Company as provided in the previous section and the proceeds from the liquidation will be applied as follows: Page 191. First, to the payment of debts and liabilities of the Company, other than Joans and advances that may have been made by the Members to the Company, and the expenses of liquidation; 2. Next, the proceeds will be applied to the payment of any loans or advances that may have been made by any Member to the Company but if the amount available for repayment is insufficient, then on a pro rata basis; 3. Next, the Company's assets will be distributed to the Members, pro rata in accordance with their respective positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. F, Termination. Within a reasonable time following the completion of the liquidation of the Company, the Members shall be supplied a statement which shall set forth the assets and the liabilities of the Company as of the date of complete liquidation and each Member's portion of the distributions pursuant to this Agreement, Upon completion of the liquidation of the Company and the distribution of all the Company's assets, the Company shall terminate, and the Manager (and Members, if necessary) shall execute and record a Certificate of Cancellation of the Company as well as any and all other documents required to effectuate the dissolution and termination of the Company, G. No Deficit Restoration Obligation: No Liability for Return of Capital. A negative or deficit balance in any Member's Capital Account shall not be deemed to be an asset of the Company, and no Member with a negative or deficit Capital Account balance shall have any obligation to the Company, to any other Member or to any third party or creditor to restore such negative or deficit balance. No Member shall be personally liable for the return of all or any part of the Capital Contributions of any other Member. Any such return of Capital shall be made solely from Company assets; provided, however, nothing contained herein shall be deemed to limit the right of the Company to recover from a Member for acts or omissions constituting breach of fiduciary duty, fraud, misconduct, bad faith or gross negligence Article XI, Arbitration and Confidentiality A. Mandatory Arbitration 1. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association in effect at the time of submissions to arbitration. Each Member consents for himself, and for his respective successors in interest, to the submission of any dispute or controversy hereunder to the arbitration process as aforesaid, where such submission is initiated by any other Member (or that Member's successor in interest). 2. All decisions of the arbitrator shall be final, binding and conclusive on all Members (including any decision with regard to costs as set out below in Article XILB., and no Member (and no suecessor in interest) shall have a right of appeal from any such decision to any Page 20Court. However, solely for the purpose of implementing the arbitrator's decision, judgment may ‘be entered on the arbitrator's award in any court having jurisdiction, 3. The arbitration proceeding shall occur in a location agreed upon by the ‘Managers and those other parties in interest who intend to participate in the proceeding. If no agreement can be reached as to location, then the arbitration shall occur in Richmond, Virginia, B. Awarding of Costs of Arbitration. In the event that a dispute arises, and the dispute is not able to be settled without arbitration, and a Member hereto (or his successor in interest) submits that dispute to arbitration, as aforesaid, then the costs of the arbitration (including attorney fees at then standard hourly rates and customary attorney disbursements from and after that date) of all parties who prevail in the arbitration shall be paid by the party or parties who do not prevail in the arbitration, “Costs” shall also include the reasonable costs of travel, lodging and meals by any Member and that Member's attomey who travel from the home area of that party to and from the location of the arbitration proceeding for personal attendance at the arbitration. “Travel” shall include only airplane coach class and not first class, plus other reasonable direct travel expenses such as airport parking and taxi service, Only reasonable lodging and meal expenses shall be included in “costs”; extravagant lodging and meal expenses shall not be included in “costs.” The arbitrator shall likewise rule on which party or parties prevail with regard to the dispute or controversy, as well as the specific amount of costs as aforesaid to be paid by the party or parties who do not prevail. ©. Confidentiality. 1. No Member may, without the Manager’s express written consent, divulge to others any information not already known to the public pertaining to the services, clients, customers, investments, or operations either of te Company, or the business or businesses (if any) in which the Company has invested its property, whether before or after the Company's dissolution, except to the arbitrator in connection with arbitration pursuant to Article XLA. hereof. 2. A violation of this Article XC, shall subject the Member who improperly divulged such information to a claim for those monetary damages actually suffered by the ‘Company as a result thereof, which claim for monetary damages shall be initially determined by the Managers. The Managers shall issue a written report detailing the proof of the breach of confidentiality, how the Company suffered monetary damage as a result thereof, and how the amount of such damage was calculated. If the Member who improperly divulged such confidential information refuses to pay such damages to the Company within thirty (30) days after receipt of the written report (or refuses to agree in advance to a debiting of his capital account and a reallocation to other Members as provided in Article XLC.3. below), and the matter is not otherwise settled by compromise or other agreement between the Managers acting, on behalf of the Company and the Member who improperly divulged information, then the Managers shall have the option of submitting the claim for damages to arbitration pursuant to Article XLA. hereof. 3. Any payment made to the Company on account of such damages shall be credited to the capital accounts of all Members in proportion to their Membership Interests, but Page 21excluding both for crediting purposes and for purposes of the calculation of proportions the Membership Interest of the Member who improperly divulged information. In lieu of an actual payment of cash, the Manager at his sole option may debit the capital account of the Member (who caused the damages as aforesaid) by the amount of the damages, and credit the capital accounts of the other Members in proportion to their Membership Interest as aforesaid. Article XII. Single Asset Entity. The Company shall be a single asset entity. Article XII. Miscellaneous A. Books and Records. The Manager shall keep, of cause to be kept, full and faithful books of account, records and supporting documents, which shall reflect, completely, accurately and in reasonable detail, each transaction of the Company (including, without limitation, transactions with the Members). The books of account, records, and all documents and other writings of the Company shall be kept and maintained at the principal office of the Company. Each ‘Member or his designated representative shall, upon reasonable notice to the Manager, have access. to such financial books, records, and documents during reasonable business hours and may inspect and make copies of any of them at his own expense. ‘The Manager shall cause the Company to keep at its principal office the following: 1. A current list of the full name and last known business address of cach Member, in alphabetical order; 2. A copy of the Articles of Organization and the Certificate of Organization, and all Articles of Amendment and Certificates of Amendment thereto; 3. Copies of the Company's federal, state, and local income tax returns and reports, ifany, for the seven (7) most recent years; and 4, Copies of the Operating Agreement, as amended, and of any financial statements of the Company for the seven (7) most recent years B. Amendment. This Agreement may only be modified or amended by a written instrument. Except as otherwise required by law, such amendment may only be made in ‘accordance with the unanimous approval of all the Members entitled to vote and the Manager. The parties further agree to execute any amendment to this Agreement as may be considered necessary by legal counsel to the Company in order for it to be treated as a partnership for federal and state income tax purposes. C. Notices. For purposes of this Agreement, notices, offers and acceptances must be in writing and will be deemed to be served and received at the time mailed by United States registered or certified mail to the last known address of the party involved or when delivered in person. D. __ Enforceability. The waiver by any party to this Agreement of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breachby any party. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions, and this Agreement shall be construed in all respects as if such invalid and unenforceable provision were omitted. E. Binding Effect. This Agreement will inure to the benefit of and be binding upon the Parties to this Agreement, their successors, heirs, personal representatives and assigns. F, Interpretation, Whenever the context may require, any noun or pronoun used herein shall include the corresponding masculine, feminine or neuter forms, The singular form of nouns, pronouns and verbs shall include the plural and vice versa, G. Further Assurances. Each Member hereby agrees that it shall hereafter execute and deliver such further instruments, provide all information and take or forbear such further acts and things as may be reasonably required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof. H. Other Ventures. The Manager and Members may be involved in other business ventures, independently or with others, and neither the Company, the Manager, nor any of the Members shall have any rights by virtue of this Agreement in the independent ventures or the income or profits derived fiom them. 1 Counterparts, This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together will constitute one instrument, binding upon all parties hereto, notwithstanding that all of such parties may not have executed the same. counterpart, J. Obligation of Good Faith and Reasonableness. ‘The Members agree to exercise g00d faith and reasonableness in the interpretation and implementation of the provisions of this Agreement, K. Governing Law. ‘This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia, without reference to its conflicts of laws rules. L. Headings. The headings, subheadings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of this Agreement. M. — Entire Agreement. This Agreement contains the entire understanding between the Members and supersedes any prior written or oral agreements between them respecting the subject matter within. There are no representations, agreements, arrangements or understandings, oral or written, between and among the Members relating to the subject matter of this Agreement, which are not fully expressed herein. The undersigned, being all the Members and Managers of the Company, hereby agree, acknowledge and certify that the foregoing Operating Agreement, including the attached Schedules, constitutes the sole and entire Operating Agreement of the Company, adopted as of the date first above written Page 23Wimess, the following signatures Memes: Emerson Compan iP. 2 V ind ay. | Emerson Il Management Company, LLC, General Partner, on behalf of said partnership SO Philip R. Roper, tli, Member SSS e@ T Radio Heavole MenberSchedule A Members Member's Name and Address Contribution Membership Interest Emerson Companies Il, LP. 13281 River's Bend Blvd, Suite 201 Chester, VA 23836 375% Philip R. Roper, Ill 2903-A Boulevard Colonial Heights, VA 23834 37.5% F. Andrew Heatwole 808 Newtown Road ‘Virginia Beach, VA 23462 25.0% Page 25TAB C (VA SCC Certification)2 State CorPoration Commission Richmond, May 12, 2009 This is to certify that the certificate of organization of Colony Village, LLC e “% this day issued and admitted to record in this office and that the said limited ability company is authorized to transact its business subject to all Virginia laws applicable to the company and its business. Effective date: May 12, 2009 State Corporation Commission Attest: ~ ( Clerk of the heh —_ c1so36sVirgini State Corporation Commission Page | of 1 commonest weoso72 os/aavos State SeP00089 tzaxs2z0 xe oaen TgozRY wastes Corporation wc 10: RTE", soaqus: 00 _aoravE snprus vara: 08/22/08 Ener | once or reine: 05/12/2008 penton oF puRATieN: 12/30/2059 INDUSTRY CODE: 00 STATE OF FILING: YA VIRGINIA MERGER INDICATO! Stonoft CONVERS ION/DOMESTICATION INDICATOR PRINCIPAL OFFICE ADDRESS STREET: 19261 RIVER'S BEND ALVD STE 201 city: cHEster STATE: VA 1p: 23836-0000 = wn nmn® HLS TERE? AGENT INFORMATION STREET: 9920 WAGNERS WAY PO BOK 58 erty: | CHESTERF: STATE: va nrp: 23832-0000 R/A STATUS! 4 MEMBER OF VSB EF DATE: 05/12/09 LOC: 120 CHESTERFIELD CO veaR FEES PENALTY INTEREST ‘BALANCE NOTE: Function Key usage varies depending on the Application Screen. For specifics, refer to Function Key Documentation, yopis0302 vita virgin gow/servleVresqportal/resqportal 05-14-2009COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION ARTICLES OF ORGANIZATION Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia the undersigned states as follows: 7 The name of the limited liability company is Colony Village, LLC. 2. ‘The address of the initial registered agent in Virginia is: 9910 Wagners Way, P. O. 58, Chesterfield, Virginia 23832, located in Chesterfield County, Virginia, The registered agent is a resident of the County of Chesterfield, State of Virg 3, The registered agent’s name is Cartie E. Coyner, who is a resident of Virginia, an attorney at law and she is a member of the Virginia State Bar. 4. ‘The post office address of the principal office where the records will be maintained pursuant to Virginia Code Section 13.1-1028 is 13281 River’s Bend Blvd., Suite 201, Chester, Virginia 23836, 5. The latest date on which the limited liability company is to be dissolved and its affairs wound up is December 30, 2059. Dated this 11" day of May, 2009. Signature: Carrie E. Coyner, OrTAB D (Principal’s Previous Participation Certification)Se Previous Participation Certification VHDA Development Nome: coer Wage " Name of Applicant: ‘Cony vlogs 6 Controting General Partner: INSTRUCTION: | This certification must be signed by on individual whois, ors authorized fo act on behaif of the Controling Genera! Partner Ii LP} or Managing Member if LLC) of the Applicant, as designated in the Application. VEDA wil accept an ‘uthorization document, which gives signatory cuthotization fo sign on behat of the principats 2 Attach a resume for each principal of the general partnership (GP) or limited lability company (LLC) and an ‘organization chart for the limited partnership (LP) and LLC. 3. ASchedule A Is required for each principal of the GP. 4. Foreach property sted as "non-compliance found,’ please attach a detailed expionation of the nature of the non- compliance, stating whether or not it has been resolved. 5 The date of this cerification must be no more than 30 days prior to submission of the Application. Failure fo disclose information about properties which have been found to be out of compliance or any meterial mis- representations are grounds for rejection of an application and prohibition agains! futue applications. DEFINITIONS For the purpose of this Certitic Develooment shall mean the proposed multifamily rental housing development identified above, ion, the following definitions shall appiy: otlicipants shall mean the principals who will participate in the ownership of the development, Principal shall mean any person (including any incivilual, joint venture, partnership, imited liobilly company, Corporation, nongrofi organization, trust, or any other public or private entity) that (| with respect fo the proposed avelopment, wil own oF participate in the ownesship of the proposed development or (i) with respect fo an existing muiifomily rental project, has owned or participated in the ownership of such project, all as more fully described hereinbelow. The person who is the owner of the proposed development or multifamily rental project is considered a principal. in determining whether any other person is a principal, the following guidelines shall govern: 1. Inthe case of a partnership which Is ¢ principal (wnather as the owner or otherwise}, ail general pariners are also Considered principals, regardless of he percentage Interest of the general partner, 2. Inthe case of a public of pivate corporation or organization or governmental entity that is @ principal (whether as the owner or otherwise), principals also include the president, vice president, secretary, and treasurer and other officers who are directly responsibie to the boord of directors or any equivalent goveming body, as well os all Girectors or other members of the governing body and ony stockholder having a 25% or more interest; 3. Inthe case of a liited llabllly company {LLC} that is © principal (whether as the owner or otherwise), all members ‘xe also considered principals, regardless of the percentage interest of the member; 4. Inthe case of a ust that Is @ principal {whether as the owner or otherwise}, ol persons having a 25% of more beneficial ownership interest in the assets of such trust: 5, nthe case of any other person that is a principal (whether as the owner or otherwise). all persons having a 25% or ‘mote ownership interest in such other person are also considered principals; and 6 Any petson that directly er indirectly controls, or has the power to control, a principal shal aso be considered a pptincipalCERTIFICATIONS: thereby cerily thet ol the stotements made by me are trve, complete and cartect fo the best of my knowledge and e ballet and are made in good faith, including the data contained in Schedule A and any statements attached to this, ccetification 1. Luther cerity that for the period beginning 10 years prior to the date of this Cerlication: ‘2. During any time that any of the parficioants were principals in any multifamily rental project, no project has been foreclosed upon, no mortgage has been in defaul assigned to the mortgage insurer (govemmental or private}, nor has mortgage relio! by the mortgagee been given: 'b. During ony time that any of the participants were principals in any multitomny ental project, there has not been ‘ony breach by the owner of any agreements telating to the construction or rehabilitation, use, operation, management or disposition of the project: ‘¢. To the best of my knowledge, there are no unresolved findings raised as a result of state or federal audits. management reviews or other governmental investigations concerning cny multifamily rental project in which any of the participants were principats d.__During ony time that any of the participants were pxincipals in ony multifamily rental project, there hos not been a suspension or ferrination of payments under any state or federal assistance contract for the project @. None of the participants hes been convicted of a felony and isnot presently, to my knowledge, the subject of a ‘complaint or indictment charging a felony. A felony is defined os ony offense punishable by imprisonment for a etm exceeding one year, bul does not include any offense classed as a misdemeanor under the laws of a state ‘and punishable by imprisonment of two yeors or less 1 None of the participants hes been suspended, debarrad or otherwise restricted by any federal or state {governmentl ently from doing business with such governmental entity: and None of the participants hos datauited on an obfigation covered by a surely or performance bond and has not e ‘been the subject of a clcim under an employee fidelity bona, 2, further cerily that none of the parlicipants is @ Viginia Housing Development Authority (VHDA} employee or member of the immediate household of any ofits employees. 3. Turtner certify that none of the participants is paticipating in the ownership of a muifomily rental housing project {95 of this date on which construction nes stopped for a petiod in excess of 20 days or {in the case of a mulifarily rental housing project assisted by any federal or state governmental entity) which has been substantially completed for more than 90 days but for which requisite documents for closing, such os the final cost certification, have not been fled with such govemmental entity. 4. further certify that none of the participants has been found by ony federal or state govemmental entity of court to ’ee in noncompliance with any applicable evil rights, equal employment opportunity oF fair housing laws or reguiotions. 4. Stotements above {it any to which | cannot cerfty have been deleted by striking through the words. in the case ff ony such deletion, Ihave aitached a true and accurate statement fo explain the relevant facts and circumstances. WARNING: IF THIS CERTIFICATION CONTAINS ANY MISREPRESENTATION OF A MATERIAL FACT, THE AUTHORITY MAY REJECT THE APPLICATION FOR LOW-INCOME HOUSING TAX CREDITS AND MAY PROHIBIT THE SUBMISSION BY THE APPLICANT OF SS [ONS FOR SUCH CREDITS IN THE FUTURE, \ Signature Printed NameDate {must be no more than 30 doys prior to submission of the Application) ‘Schedule A: list of All Tax Credit Developments for Each Principal to this Certiication Complete the following, using separate page(s) as needed. for each principal. List all developments that have received allocations of tax credits F Andrew Hectwole ‘inelpats Name: Controling 6. P. of Proposed Project? Yaw Develoament Nome/tocation Name of Cwnership Enfty and Phone Numbe Contin Genero! Partner? (Y/N) Total Units low Income Units Placed in Service Date| 8609 Date Non compliance| Found Y/N [Eoin Yes) 1 [Brooksidge Apariments, 1325] Skippers 2oad Emporia, VA 23807 Brook Ridge LP. 757-473-8575 Y a Last Bid. 3/7/01 4112009. 2 | “Brookridge Apis, Phose Il 1325 Skippers Road Emporia VA 23807 Brook Ridge WLP. 7S7-ATSBSTS Tost dg, 15TH 1219/2001, 3 [Cottages at Great brage {641 Great Bridge Bivd, Chesapeake, VA 23320 loce.u. 757.473.8575 % % Lost Bldg. 11/20/08 4/28y2004 4 [Cottages at Great Bridget {641 Great Bridge Biva, Chesapeake, VA 23320 Ics u Lp. 757-473.8575 B z Las! alg. 19/19/05 71282008 4 ‘Cromwel House 114 Cromwell Parkway, Norfolk VA 23505 |isewvater Cromwell ASSOC. LP. 757-473-8575 5 1si996, 12/31/1996 ly tconecteas 5 | Berby Ron Apariments & Derby Drive, Hampton, VA 23666 Derby Run Assoc. LP. 757-473.8575 Lost Bldg. 2/28/95, Si i/99s IY (conectec ‘ Darby Run Aparimenis Phase 1,6 Derby Drive, Hamoton, VA 23666 Derby Run I, Asoc. LP. 757-473.8575 vat Ta Lost aida. 9/30/97 sn4n99e. + (conection 7 Dogwood Terace Apartments 1001 Mountain View Ave.,Big Stone Gap, VA 24219 RH One LP. 757-473-8575 7 v0 3/2004 8 | Tincoin Square 102 Baylor Street, Staunton. VA 24401 lincoln Square, LP. 757-473-575 Te 116 Last aig. 12002 6/5/20037 18 19 2 2 24 2 % BBS Mil Greek Apartments 201 Mill Creek Parkway, Chesapeake VA 23323 il Creek ADoriments, LP. 257-473-8575 1oya/96 8. 6/27197 lapza997 ly (conactea Reflections, 3701 Gay ‘Avenue, Richmond, VA 23231 Hc One. LP. 757-473-8575, To Last Bldg. 7/15/08, 1212/2003, The Station at Norge, 7721 Crocker Road, Williamsburg, VA 23188 Stononouse Station. LP. 757-473-8575, Toe 10 3/23/2007 122007. [Summerdale Apariments 250] Newbridge Rd., Richmond, VA 23223 Summerdale, LP. 757-473-9575 Ta Ta Lost Bll. 12/27/05 7/25 )2008 Tallwood Apartments 5705 ‘Schoolhouse Road, Virginia, Beach, VA 23464 fotiwood, LP. 757-473-8575 Last Bldg. 10/1/00 esy2001 ly (conecteay Tanding 4701 Pine 6, Virginia Beach, VA 23452 lve One, Li. 757-673-8575 13 15 Lost Bldg. 12/21/01 nro Victoria Place 4429 share Drive, Virginia Beach, VA 23455 Victoria Place. LP. 757-473-8575, Ta TH |__ Lost lag. 5703 irz4r2003, Wesleyan Place 5445 Wesleyan Drive, Virginia Beach, VA 23455 |Westeyan Place, LP. 757.473.8575, 7 a Last alg, 10/6/09,THPAGETOIAL: 1907 1,907 100% Tota UnitsDate [must be no mote than 30 doys prior to submission of the Application) Schedule A: Us of All Tax Credit Developments for Each Principal o this Cerification Complete the following, uiing toparote page!s) os needed, for each principal. Us al developments that have received allocations of tax crecils uncer Section 42 othe RC. rip Roper, Conteting 6. fof Froposed Project? Yes ‘ineipare War ra Contating Now ‘General roratLow| comptonce Nome ct ounernp Entiyand| Parmer? | roto! | ncome| Plocedin | seas) sue] Found? Vi Develoment Nome/tocaion| Phone Number {ri _|oev. Unis] “unis [service ate] Date | (explan Yes) e ios 0 6 ageSchedia A: Lt o Al ax Cred! Dereopmerts or Each Pintle hs Cerin © eter tees tee, Complete ne slowing. wing senate pagel x needed, ov och snail Ls ol develepmons hat hove cates obocaton of tax crete se en gn ee onen @otmopre et contang som | seenans corr Dewesnen noneroesten [meet Owenno envenstrenetimoe| camer inl ts | "tam ae cope 0Philip R. Roper, HI Broker GRI, CRS Sales, Residential and Commercial Property Management Phil lives in Prince George County, Virginia with his wife Cathy and son Benjamin, Phil has an array of professional experiences, distinctions and designations, as well as education and professional affiliations. During 1978 through 1983, Phil worked with a national franchise real estate firm as a Sales Associate. From 1983 to 1986, was Sales Manager for G. E. Matthews Inc., Real Estate. In 1986, Phil and his partner formed Whittle & Roper Inc., Realtors. Phil also continued management of R & M General Repair a R & M Contractors & Developers, which was formed in 1983. Phil obtained his Real Estate License in 1977 and still continues to expand and enhance his knowledge of the Real Estate field. Highlights of Phil's career and accomplishments include: © 1980 Graduate of Realtor Institute (GRI) 1982 Advanced Listing Practices 1983 Successfull Career Planning Through Organization and Time Management Practices. 1985 Brokers License 1987 Registered Apartment Manager (RAM) 1989 Certified Real Estate Appraiser (CREA) 1989 Certified Residential Specialist (CRS) 1992 FmHA 515 Spectrum Training Award Recipient (STAR) Phil attended East Carolina University (General Studies), Richard Bland College (Principles of Real Estate), and Mosley Flint School of Real Estate where he studied Real Estate Appraisal, Real Estate Law and Real Estate Brokerage. Philis also very active in his community. He is a member of the Petersburg Rotary Club. He served as Chairman of International Services and as Chairman of the Rotary Foundation and has cight years of perfect attendance. Phil also served on the Executive Committee and Multiple Listing Service Committee of the Southside Board of Realtors. Additionally, Phil was Chairman of the Southside Board or Realtors Multiple Listing Committee for 1993 and 1994. Phil recently accepted the position of President of the Robert E. Lee Chapter of the Association of the United States Army (AUSA) after serving as Vice President of Corporate Membership. Phil has served on the Board of Directors for Roper Brothers Lumber Co., Inc. since 1987. Phil is certified with the multifamily arm of the United States Department of Agriculture’s Rural Economic and Community Development (RECD) and also serves on the Board of Directors of the Rural Rental Housing Association of Virginia.RESUME George P, Emerson, Jr. Mr. Emerson has 25 years of experience in the construction Industry. Emerson Builders, Inc. (Founder, Owner and President) ~ residential and light ‘commercial construction business founded In 1980, Emerson Construction Group, Inc. (Co-Founder, Owner and President) was founded in April, 1996 to pursue commercial, industrial and institutional work. Mr. Emerson graduated from Virginia Commonwealth University (VCU) in 1978. Mr. Emerson has been involved In the acquisition, development, construction and ‘ownership of the following historical buildings in Downtown Richmond: Church Hill Gables. Poythress Building ‘Adams-Broad Building 1209 E. Main Street 1211 E. Main Street ‘Crump Building FOE Building - 220 E. Marshall Street ‘American Tobacco Complex Dill Factory - 2020 E Franklin Street Mr, Emerson has extensive experience in rehabilitation of historical properties, the latest being a $20,000,000 project, American Tobacco, which Is being renovated into retail and apartments, Mr, Emerson developed Chester Village Green, which Is a $40,000,000 neo- traditional community encompassing retail, apartment and single family properties. Mr. Emerson has developed The Highlands, which is a 2,500 acre mixed use property including golf and recreational features. In addition to the above Mr. Emerson serves on the Advisory Board for Massey Cancer Clinic as well as the Board of Directors for Peoples Bank of Virginia.cece Oirricrearas £220 Marshal Street LG Roper i, Philp R. 50,000000% Bhuller, Gupal 720.000000% Castner 20 000000% Eneron George 20 000000% Harton Sidney 20 c00000% Roper Pie R 20 c00000% 100.00000% ‘ivricn Fobaaze ULE Emerson, George ‘0 c00000% Roper il, ripe 2219+ 00 — esi Vilage Apter, LUC EmenonGeoge=SCSC*C*~C*~ ‘Tal numberof e-tace uns this buna : el & Total nba often nfs nfs bud oes Nave ronsoolance ass » ff 6 Total number of us eed by agency (so sues) > 7 Danced emt tha ana en cc ses eaAiCOHTT of ae fat of 8 Date noncomafance coeced tl apocable seeinsinnions) ss ws ee es Chak bx ous fig on show conection orev pated nrcanprc potion 10 Check he box(es) tat app. ‘2 Household income above income upon nat oscupancy @ + or vote of eal, sly, and bug codes so stone)” - Patti ven iy, rsh oe o ate (nm fod to sub aunt certian 3 + Ghangos nef basis (se nsmuesons) 4 1 Frat eld med nin tale rosie 60 aoe rec 9 Gross ents) axcoed uxcredRimis fh Project nl avakable othe genoa publ aoe inucbons) | teehold income eased above hoor and anevalelo rd was ented iat ant | - |] Project sno fongat in compance ands no loge patting n te lowshzome hous tx cre rogram mor fale exceed std eendadane agreement tn fe prosody een 2A « | Loythcome uns cccuriad by nonquliledtubtine students « 7 1m Omer fled fo mara or prove tenant income cation and decantation ‘Oumor cd not property calusta uly aowanco 7 Oral pet egy equ x dg nn es ‘ene matin eye eo ye 3 32 Buldng depos « Bi pane Lise CD Forecosure (1 Abandonmact__(] Destucton 7] Ofer ats exlantion) © Dale of bata espaston (cate ee ele Dee) T New owner axpayer Ganicaton nanber - I : Dew [ssn Setaidess 3 Sato Honiton number sta[-lolaleliferel2 ‘Giyor town, sale, end HP eds “TH Name and teephone number of contact person, Cara A.Wialo _(904) 3438540 ‘papal pay cic a The eatned WE po hog acsanpaig sument nd echeces, nds bet ot my owe andl, e ‘scant complet. A pind Wado, Tex Cie CompliceVasget Signature daxboting diced Pitre end Dae Far Paria Reducton ANGE, ow KC, Be TD Fean ED Fone 1H@ . 8823 Low-Income Housing Credit Agencies tov. nua 1988) Report of Noncompliance or Building Disposition ‘ow he 5451206 epetment ofthe Teasuy Note Fea separate Form 2829 french lng as Tira Beene Sern peso for gore of caren. 1 Baning name ian). Cesena tom Form e508 * BY | 2 Omsrenane Thad Fier Pater tom Formate” O —Gromvalltose Mi Boel. ipo shostacoas Ld 4 Crome array, At ASS “Tovar Goma Assails, LP ‘Cay or town, stale, and ZIP code ‘Steet address Ya Hota, VA 2505 808 Newtown Road Yy jC ort, se, snd A od ‘Vii Bedh, VA 2482 Buln Knteaon nantes (EN) 7 put ra 7 vials{slt{ 70] 6[7 slept 7p is] alolt ex ssi ; . 7 ee [20s FTiis bit & orto mull bic otlec oir fe riba of bulkincs in te et tour number ofresiendal ental wis inthis bing ss ss vs ‘Total number of hoome unis in hs bul eee. > eal numberof reson urls in Bs buldina cotermined to have ancomobance uss - {Total number of urls reviowed by enency (sonst) eee See er cased con i fe kroaneRown codk osns (so usin MODY, 3 Date nonecmpfacs eoreted (f anolcable) (see nstuctons) AB enopodneee hock ts tox you ere ng ony show conection of a previ wepted noneampancepreion 2 Tar voltns of heal sale, and building cares coo netusbns) Pte of nor odors ofa eft, an bung codes (se Istuins) Cater ed teubmbamus oefcdion |. ees t {Changes nelle basa (00 stucfore) «ss {Proje fellod to meat minimum sot-sie requrement (2050, 40 {9 Gross oni) exoeed xcredh ns ss ws as + ft Projo not avaliable to ha ganea pub (eee st een Cero Fs alhcome reese abve coe iia an avo rt os rereda are ie oan =» 4 Peloctie ne lxger compliance nd no ger partspagln he wrnonehaushg eee» ' rol avi arco etasedas agree win eros hy secon A2R(6K)- «+» owrtvcome uns cocpied by conquated tute sudonts =» =» Peer 1h Gonar ale o malta: or provi tenant ncome cereaon and documentation +s + + = Br Gamer eid nat proper eaeuiat wity alowance © s 5 ss + a : Bb 7B Oumer has fled o respond to agency requests for montoring eviews end fees « © Lowincome wis wsedona transit bass vs ss ent 5 (trornoncompbance sss (attach explanation) "ss ass + 17 tonal niormaton for anya shove. Atach explanation ae eheckhere 12. Bulg disposton 'e_ Bulking deposed ofby. (C] Selo _[] Foresosure [1 Abandonment DD besruaton [2] Othe (tac explana aber LL Den [ssn a Wadenconconal | _[stat-lotstziifelel2 Ghetto sas, and ZP 008s ZZ "TA ame end telephone nuber of contact person a ‘ara A. Walo _{904 349-564) a aa A a ae on Lc cored ad com. @. Cuma TexCrustCongane igs) z Sepa ol eticg eal Panirane ete Far oper Hada ACTS, os BAST. ane ET Bal,@ . 8823 Fox. January 1999 Report of Noncot ae = | | 1 Binding name (fan). Checktem § dfs from Form 868 Departrart of ie Treesuy “tomel Revenue Serves Low-Income Housing Credit Agencies mpliance or Building Disposition | ours. 1s1= separate Fer 8823 for ac uty tats od cf goes out fcanpianes @ > BQ | 2 Owners name. Checkif tem 2 dfs rom Form 8609.” a rarwoHose ay Shoot adios 14 Gromvol Pavey, Apt B04 “Tete rome Assoc LP. ‘Gy or town, sal, and 2P code Sweet adrass Tork, VA 23505 06 eri Pond Yy YY jy or awn, stale, and ZIP code ZY gel Boas VA 23462 ula enteaonnante (BN) 7 aes payer enteaon aor valelelt{7]t15]41 STi ts afops] lex Css Tie nana canal nmulne paldbs ood evarteraniba dbatimesh fener ss ses YL Ga Tot umber of een eal unt ts bua Saeepcecnse. > > Toulnumber of boar unis in his Buna ee , 2 Ga number fesdena/ unis his buldne deteried have noaraknceisies = =. - « « 9 Toa nue funds revewed br aneny (see Manwsons) we se es 7) bat bun cased onal nthe beheone ous coro ss stuctensMMODYYYY) « « 3 Datsponcomalanes cece acokabie) (eo bebucion) eee Cheats bor you ae fing on show coreeton ofa previously rpotarencamelance problem! - « 0 Check the boxes) ha op: ijorviltons of heath, safty, and bul Pater of mir vilafons of hah, set, (One aed to submit annual cartoon (Changes in eigble asi (se nstucons) Project faled to mae mintrum set ase requirement (Goce rents) exceed ax ee fits fi Project not avalabl to fe gnera pul (G09 hsictons) ng codes (see gortcses ‘Que alld to mais or provide ‘Qumner di not property calaulato uty afcwanco « Lownoare us usedan a ransient bass (fhe noncomptancefsues(alach explanation) Household inane above come Inf upon ill oooupancy rsructons) aed buking codes i ising)" * Household hoane inceased above Inome ik and an avai Projects ro Inger oompance and is no longer patcatg (Owner faied to execs and record ecended-use agreement wit Lawncare uns occupied by nonqualfed tune stints)» tenant inoome ceriicatn snd dooentain ‘Oamoc has fated to raspond io agency roquests for mono ‘Adllonaliforason for ary fam above, Mach explanation and chook hero eaainebuciog) sivas ete nt onan * to be-heame housing taxed progam = = - ie preserbod by acon 214 42 Bulking dispostion 2 ud docedelty, Sale CJ Fameceue _(C] Abandonnet__[) Dastion _[] er (tach xp) Conaion Tew omer pa aber LL Den Cssw Sree LLL, abet : s[elie[el2 7 Diy or town, sale, end ZIP code. ue number of contact person ]___ Cara A Wallo_(804) 343-5640 eaten ST eT a me eT a IS ST @ ( p _Oata A Wala, Text Complace Mager -p ne ‘inn dag oO rao a For Paperwark Reduction Act Noten, see back of form. Cat Na 129080 ‘Form 6822 Gor. +99)> FF Low-Income Housing Credit Agencies | | i @ Report of N Fev. danary 1958), Depantmare of te Teesuy ‘nema aver Serve 1 Banding name any). Check em joncompliance or Building Disposition | “BN 1516-1204 Néte: Ft separate Form £828 or enc buting Whats ‘hsptoed of gees ou of cmpkance, Fcc onFom seme ? B [ 2 Omnorsrane. Check tan2 des tom Fern 0808 Tie Ronald, Bipey “Cooma Hoi Sieotacass “Crom Parry, Ap 6909 "war roe Aso LP Cy ociomn, Salad ZP ae Steaks Nol VA BSCS 00 Newtown al Yy ‘Giyor town, ssl, and ZIP code Ld YY) igri Boat, Vi 2462 Baling nttzaton umber (SN) T Owner axpaye ean naber vialel sl iz]tsfel {fs i peteqop st] ev Cssw Wik bldnae bt ol rule bul aoe ota nab ol bls fe scl ro ‘a Tob number lesional eral unts fis buina ac ie > fo i Toa nba lowe nisin ts buna : re a5 > 14 2 Toa eo resdnial uns Ws ik dtrined wave rercomolanes eves. 5 > 4 4 Total nanbor of nfs oviwed by agency se nstucons} eee ee » ts ot eerie cnased carl wh the biome hous crdtocvisbns (se insctbnsMMDOYYYN « » o}olT 7 Dale ble rap coreoed notes ootitucions) = wwe wes nea 2 heck nociyou a fing any show cecton ofa pedo repetdroncamplane abla «+ « « , comms 10 Check tre box(es) fat apy. '2Heousehekd nooo above inccme fr upon ii 5 Noler voksions of neath, sity, and bung codes (oe intuctone) |. « Pater of minor volations of hea, sooty, and bul codes (oe stuns) ‘Owner fled osubmk annus criicaon Changes neigh basis (se Instructions) Sa tatu sco reqonan GD, ais (wobec) Gross rere) excod ax ced its rope nt abablt ho general publ oe bistctons) ” ee cdso9 Pree oi! ncome bexeased above como and en avaiable writ was rntadio mateo enant => = » Project is no longa ia compliance and sno fnget (mer fad We axecte apd record exondad use Low-home uns occupied by nonqualiod turers stents» + = ener ala to mari or prove lenent income corfeaton anddocumentafon == = + sv ss + Qe tigen wagon rogeis for iloda ravacandfees = «evs =< ‘ [ow-ncome us used on a Warsi basi ‘Other noncompaneeisues(atech explanation) t a bh 1 i k t ™ 1 Ou not property calc tly allowance B 11 Reto mtn bray tan toe, 2 2 rc patcpatng hfe lw-noome housing ax ord progrum « - gresmon’ win fe prescrbod by secon 42R@]U) = « « coon oer phatinindchede Ls Bainedeporedetly: (C] Sa _(C] Forechoue [1] Abandonment 7] Destcton (Other tach explant) Siac aciass Giyor tom, i, and Ponds _O 13 Sate hows anicaton ober Stl Teter atta /9121 Fi Name ae telephone numba of comact person Carn A Wala _ (204) 3485840 apa ela rn le TES cerac ard comple, = Stair of ebong Fa Paper Rion Ae Nos, asa. _OamA ale TexGrtConplance anager Paracel Da ate ET tra Fa,@ =. 8823 Low-Income Housing Credit Agencies ne sais 1985 Report of Noncompliance or Building Disposition | ous 1s Degater o bTnay tes sgt Fer 823 echt ais | “na oven Sense Sips ope otoconia. I _ 1) Building name (i any). Check tier + differs from Form 8609 a 2 Owner's name. Check tam 2 dies trom Form 8803 a Crome House We Rall iggy Sheol ess ite Goma Paras, AL BS “al: Coma Assocs, LP Cay ota, so, nd 2 code Srl Wao VA ZO 208 own Road Giver ons, dP ina Bach VA 23482 : Buin denticaton rarer (9 7 Benes payer Hentai name vpalele] [7] Te] 2|_ sft 7[ tel 4[o] 1] i ov Css JT bina ort emt ulna croc wv Berar basa Boo ar 71a ree tunperreséenalalunsinths buidho sss eos sv > Go Toul umber fn beone uns Bs ba Seren >a 2 Teal ube f econ uta nbs tule atarned ts hae noeamclrs ass heme § Tol numberof nts owed ney (eu stucias) w n e + Te rebut setae ocrmot wih he be heame hue et rors (seen MIEDY YN Tass ? 1 Date noncomance coreced (faokicabla (so ftructons) eee {8 Check tis box you ae Bing onl fo how correction a previously reported noncomplanc problon 40. Check te box(es) hat ap Household imam eho Beane int upon il oepaaey «= + « @ * eervostens cat, ey, nc tting cose Gono s+ >> Pafom of mint vos of Raise, erd ulin codes (ee abun) « Over ted peut arueloatfeaion =. sbebScou0 Ghangoothoigbiebase bosistuefons) oe os ss. ae {1 Prooa faled Yo mel miu soasie requirement (280,460 tax (ve ebuctone) Gros rents excsedtaxcrl iis. « eee f Frowetnotevaltie ote gneralpuoke Geo siucbong) 7 oteshol nome heeasesebowe come kf anc an avalable ul wes ented marta ee trant | Projet era engeh compas end no lngerpricbang he bweene hog ex edt progr { Ganer fled b execu and record xeric. areannt win tne presrbod by section AZ 1 rcome us econ by manual fU-ine Stes on fe Gunerfafede maniah er porta eat noone exten and documniston «= « 1 One id ot prop cao ty aovence p 5 a 2 ‘Onmet has fad respond bagancy requests formonng reviows andfoes =. - « « Lowheome untstsedonatnsentbass sve we eee es ‘Ofer noncomplanco sues (atach explanation) |". swe ea ‘Acktional nfo for any tem above. Attach explanation and check here ‘Bulking cfsposion Bid Geposedetby. [] Sale [C) Forecewe (Abandonment [7] Desiucton_[] Ot (etch expansion) — © Datnof utd dtpsticn os a DAMDOYYYY) orton @ Hie owners tapayer Ronleaonnanber L LLU Cen Ossv ‘Street address, 13 State gency empbyer Werification number sla fej itstal2| ‘Cay oF town, stale, and ZIP code TA Name and telephons number of contact person. Cara Wao _ (04) 3435340 “FS pin opi a ale ard is pt eg erp ser eas, mo a bi cy anne an a @e: ore, end comp. fF. “> Oa Wola TaxCe Compan Menage Sinai aching otal Pia a Tai Far ager Raton ANG, 2 ST. Re aT a FF)@ . 8823 Report of Noncomp Deparment a he Tresor “renal Revenue Sence aspased i e 5 1” Baking name (any). Ghoskifta {fers from Form 8608 * Low-Income Housing Credit Agencies liance or Building Disposition | “BN 151205 Note: Fie # separa For 8823 for sash bing tats or goes eo canpianes, Bo [2 Ownersname, Ghecki tom dtl rom Form e608 * C1 —Gionwel Hause | be Ronald. sheet addiess "14 Cromwell Parkvay, Apt 6408 Tidewatr Corie Associates, LP. Giy or towm, site, end ZIP oode Stas acess Nvfolk, VA 23508 {08 Newtown Fad ‘Gly oc toom, tate, and ZIP code ‘Viena Boosh, VA 23462 3 Bulg ntfeaon rune: EN) 7 Damar exper Kenton nambor vialele]i [7] i[el7 sali[7pt[e]4io]s] oa ew Ossu ~E TPs boda etl emilee ore ol nanberofbuldhes ne ket a Total number fresidondal rental unis in hs buna Total numberof low-income uns in this buna © Total numberof residential uns inthis buna 6 4 Total number ef unis reviowod by agency (see structions) 7 Dato buikdine cessed to comal wih fhe loncome housna cra 8 Date noncomalance corecto i solcabl) (see nsructons) 9 10 ‘Gheok the box{es) that app: Household insane above ore im upan iia ooaupancy Pate of mina vations of hea, safety, and burdng code (Qumer alld tp submit annual esrficatlon sieained have rencomalance sss. ‘Check he oxi you are fing nfo show caret of prvius Najr oltre of heath xy, nd bug cas (ssirsuctins) insietonsNODAM « ee it roves ise comme Changes Rotgblebass ee hemtons) sss ee {Prot faed meet mn ease quirement 250, «Den eee insucions) “sss - tod encom naa errr erected $f Froctnot veal tho general pu ee shuts) ee - ore ld reomo rotud abe no ns an aval ni ves eta estat ea” « J Project sno longerin oomplianes and is no longer parfcpating in the low-income housing fx cred program . 1 Gere alas xcetn and ond ocendad ure romans winnie reste by scion A206) | Lowdnoome units occupled by nonqualiied fulltime students =. = wee of ~ ty ieetahed bmaniahor pov tonat oan cortcston and douveniaioe ss vv ve es Tumor cid not propery ase ulyatowance = sss ee 3 Berns aad reepond a agency requests ee merioring evens ands s+ «= + : © Cowicomeunswidgratamenbass ee ce eee — j Chemnarentaan es op ID! 414 Addtoral information for any tsm above. Attach explanation and check here , fae rr ae 12 Bung postin ‘a Bulking disposed ofby: ([] Sela) Foredosure DD Abandonment D) Destruction Gy Other (attach explanation) Ud LLL, + ake. bing isposton es ese de ele sumpDyvyy) Contain LLL, © Ne coer aay Wencatn neat Tritt] Gen sw —= * eae s[4l-Lojelel tel ol2 iy or own, sts, and ZIP code 74 Name and telephone nuraber of contart person a Cara A.W (904) 49-560. ieee ol paige Tn wan Bp Fg epg SNES eae ey new, Qo ete - Cum Ado, TexGrs Campane Manager Spanae ct atoang aL Peas de = Tor Ppa Rdectee AAG oi RECT a Fam Go 7He~ 8823 | Low-Income Housing Credit Agencies ‘rex. Jswary'953 | Report of Noncompliance or Building Disposition | ovene-s5151 Degartnent of te Tressicy Not: Fea sepa Fer £623 foreach ug tts | tana Rovenuo Senco Gepased or gos a ef eomotance 1 Baltng name (any, Cesk Fem {ies rom Form 8509”) [2 Onnefs ame. Chek ton 2 dies rom Form 2609?) _Grommvel House = ‘br. Ronald C. Ripley. ‘Steetaicress “14 Cromwell Par, AR. BA2S "Tater Come Assos, LP. ‘Gyortoan, se erd IP code Yr Natl, VA 23505 [to Netown Fad Y 7 Gh or town, sat, and Zi code Y Yi). Vighia Boa, VA 2362 3 Suing Wencaton number (BN) 7 Dame's taxpayer Kenton nae [yal o[s[al7{efols) (sleT [7 fs[s]4Tort) am Osw 5” Fsbo or ofa ee bane ie eter ianbr ofbukines he ick Ba Toll number ofresiental eal unt in his buna Total numberof coms unis in this bukdoo 2 JGurnunber ol ecianl unt hs bute deterred kav oresmotine sues. Total numb of unis reviewed by anency (see intrusions) zi + 7 ate batcng casei conot nh the ew-ncone hos credo ee irttianaioorrrn a c 9 Date noncomotance corrected ff aooicable see instucions) cal tort your ting on show corecin oa avy pred merce prin =. « 10 Chock tie boxes hat oop: ‘2 Housohol icone above coma lini upon iil occupancy ws ov es = | Hjr volaons of eal, salty, and bung codes (see hstctons) ee Pater of minor vations of heal aly abl ae ot) poennccod ‘Onner fale to submit acual cotication” eee oe ‘Changes In eligible bas (se instructions) oe eee Pre ab ed nm tone, a itn foo Ghoss rans} exceed nx credit ims. ‘i oo Project nol avaliable the general publ fe nstuctons) Fovanhod nox rereasasebove nce arctan sven was enttio aati | - Project sno ger h complance anc ro longer parcpatng ne kevincome housing tax cod program. nner eed o eas mc nc exodtue aeeren win Be peed eon CANNON) « Lowsncore urs oxuped by nonquaid fu-ime stderts ' ® b i i k t : mm Orr rata operant een ol oni 1 Oxnet didnt proactyelot ity aovance P 2 a mst hs i in cin ex rn tn bes Lowhoome uns usd on afransint basis Other noncerplance sues atach explanation) |. sa = = . felnal fonaton fan te ebove, tach eghnaton andceckhare |" Bldg dsposon cel Clie Cl fours _Ctetet_C) bein (C1 Ot (tach explana) © ato ot bun dspostion Cerri {MMDDYYYY) Gonthuation 7 New owners aniicalion robe ET Den 01 sv Giealedsiess TS Sate hous ‘Ganticaion number s[4l-Lolsleltislel2 ‘Giyor town, Sate, nd ZIP code TT Namé and telephone numbar of cota person Gara. A Walla _ (204) 3435540, ‘ror pono ol pai a Wale ened Ula ea dg acarpaning Sana aod chess, anda beste rope and be, sac ardor. pCa Wil, TexCredt Complance Mansoor signals of etrang oa Prana we ‘ais For Fer Redaction ASG, co BEET OTE Cae aS Fa OE oe 1]@ . 8823 Low-Income Housing Credit Agencies | ov daar 198) Report of Noncompliance or Building Disposition ov=s» 12% ot: Fe a seperas Frm 2823 each bing hat “Asposed a gone out of compisnce ~ {Baangname any) Check item ters tom Form o609 "BQ | 2 ‘Guners none. Check item 2 fers fom Form 8608 * C1) nepariment of te Teasiry ‘nal Revenue Service Geers Vighia Beach VA 23452 * uldng entiation umber N) 7 Onis taxpayer Henction oarbar vale lel tt 7fols[s ERD E repos] Cssy EE is bling is part ofa mule butting projec, enter tie nanber of bucings i fe projat >| 205. fa Tool number of residential ental unis is bung eee bc » Fo Toll number cf ow-ncome uns in his bung. pees > ff 2 TG umber ofresdenta unis ns bukding delenined fo have norcampancs issu » fo Toll numberof uns reviewed by agency (se nsrucbons) pee cece » fA 77 Date bing ceased to comply wih fe frame housing crs provsns (ee rstutons(MMODYYY) - - zap ort B Date noncompliance corrected (fappcable) (se instructions) Bo eee + Cheats boc Kyou ae fingony b show ceton af pres repre nancomplnca pie = =< sY 410. Check the box(es} hat apt: eo: Household income above income Knit upon iil ecoupancy, «= « ‘ajr volatons of heal, say, nd bung codes (see instucons) | « Pat of minor volagons fhe, safety, and bulng codes (See nstuctons) ‘Onmer fad to sub aul catcaion Changes in eile basis ceeinstucions) vss se oes Projet alos to meet minim sekestferequrerent (2050, 4060 ls (se instructions) Gross ens) exocd txcredtimis oo eer Project ol evalable oho gonerl pub eee instucon) © vs ao * Hreeshondinoame hereased above inca Hii and an abla nt was ened to arketrat lant» + « Projects nalengern compance ad ir eager paropatngle he incor housing itech rogram» » 1 Oaherfaled Io excout andrecerd exlenced-use agreement win fine presabad by sacion 426K) T towincome unis oocuped by nenqualiie fume sudeats «ss «+ abo fn Oume faod to mani or provide nant income cericaion and documentation Tamer di not property eaeala vii alowance ss ws ss = = ‘0 Onmet has fled fo espnd ta agency request fo monn eviews and fees P Lawinoome unts used on aancientbass ss wv we vs {) Gheechrelaes sts a chee LL 418 donal formation for any em above. Altach explanation and check hore ee 42 Baking dispostion 2 Bid eit, (C) Se] Forecoeure [] Atmdonnent [1] Desucion_[- Ofer (tach pert) € Date bung espstin CoCr Tew comer’ taxpayer enfioaon number feat [alias Den [ssn ‘Sroel adress Sate han esses in roe si4[-Lolelziiiel9 a ed ene Ti — Name and lephons nunber of contac pret Cara A Wal 5640, eo = ; Total nba ofoedcare si fs ng DULL 2 ee re fren ns nts bog cerned hee nncomafancs sues. See Cerca eee Cr ere +f Fae kts cased toon wn eb nana usin rat porto se nstuconsyMaOv) « . FOES 2 bat noealanes cameo apeabl) (estan) pee erect lal Chocks bz you ar go show conection of proviosy rent noncompact a oletotol2 » oO tence 40 Check tie box(es) that appty: A meets, OSS ee a suagoe bat Pee terre eee ce Bele Nena cae {Projet feed to mee! minum seb-serequtemnt 2150, 4N60 es (soe nsbueons) =. «<= - « - f Gressronfe)eaedtnccedtmiS eee ewe ee eee cee ee fh Projet not avaabl tothe general pu ) pee re T Possohold ince increased ebove income Hit and an avalabiountwasrented'b marta tenant 1 Projects n longa camplance and ts no longer parcpatn in he lownccme heusng tx cd progrert : i ‘mer fale to exo end rocod extended-se grement wit ne presibod by econ AYE} Cowinoome uns cocuped by nongualid fubtine sents. vw se ee ot ‘Goma fed to mahtan or pode lant income crticafonanddocumentafon + + + «= (nner didnot propaty clas iy sfowance «= = " BG ‘mer has fd fo espond te agency requests for mening reviews andes - p Uowhcome nisisedonafansentbesS ve ve eee te Steroocanetnes ies sean) Oo 44 feonltrmaton any tem above. Ach exlanabonandcheckhers + sv » B 42 Balding dspostio 2 Bung deposdotty, (C] Sie (Cl fordasxe [1 Atandonment [7] Destusten _[7) otra expen) ees Namie Date of bung isposton COCCrTerr— ae eee eea i _ New owner pape enfin marker i TLITET1 Den 1 ssw aGansy ep cata bor [stat-Tolstaiiisisl2) TA Name and leptons ruber fois pars Cara Wilo (60) 43500 Faas pty ein Tv ec sepa eg ncmegang etna ok eces, wd bese my ou wb, “emerged rls eo e REO Daas pasate TexCedtaptencedansae > S19 Ta Sian of wooly ic Pikcrave soe ex Papert Raden hl Wai ta Backes CN ES Fea Fn 15)@ . 8823 | Low-Income Housing Credit Agencies susnay ii |” Report of Noncompliance or Building Disposition | ower ot acsreertf be Tease) Wet: eo grate Form 82 fr ach at a 1 RETR Sonce ect goe of compote. 7 Baling ware (any), Check Flam 1s rom Form 2609” | 2 One's name, ‘Check fam 2 ders rom Form 6608”) 808 Nowiwn Read Viegiia Beach, VA 2362 3 Buicing Ksnficalon number (IN) 7 Oumers taxpayer Boicaton number vpals[siif7[t[s]4 eat Ti ifs taper] en Ossw 5 Wis buding is part of « mip bull projac ener the number of buiings in he project oe {a Total number ofesienia refl units n tis bung oo Toll number offowinoome unts in bs bling eee eee 2 Total number efresidenal unis a fis bung determines to have noncompfance sues td Total numberof uns evewed by agency (see instuctons) peep eee 1 Date budng ceased carey wth he loncome housing cet poeons (see neructons}MMODYYY) B Dato noncempllanee corecad ( appicable) (s08 fstrucSons) eee cere ol 2 REL etx yous fg ely show covet of resi eprte ereompanoepoban = = ss s+? te 40 Check the boxes) that ppt: ceed Household income dbove came fnitupon iia osapancy . - « podepdsgu eco Hajordolaersofheath, salty, and buidng codes (sevinstuctons) |. = «+ = eee Pate of minor vidios ofheath, safely, and bulding codes (see siuctors) «= = « : t Omarfated sido amualcerficafon wee ee ‘Changes in egitle bass (ee instucions) rjct alld Te i sande equtern (SPD, Dis oe isto) ‘Gress reife) exoaed tax ee fits not avalale lo th general pub (see Instructions) a came ove are end an etal un vas rere marta a 1 ¢ i i Prec sno loogr cman ac sno longer parkatrgin fe an-ncoe housing tax cet wage | kerala to exeole and record exended-use ogreement wit ne pressod by secon A2IE)!) U seaeeetoo n a e ‘ntincsne units cccupled by nonquaied abtime studs. «= ‘Onnar fled to maint o prove ienantincome cerfcation and documentation (Ona dd nol prope eat wily alowance woe ae se oo ‘Oa ha fled fo respond in agency request for montring reviews an fees Lowlnoome uns wed ons tnslent as nes Ofer ecsnpe ees(tach ao) pee a 14 Addtona information for any tem sbave. Attach explanation and check hers $2 Bulking dspostion 2 batrogSccedethe (Sade C] Fodbawe [7] Andonment_. C) Deswston _[) ober (etch eptont) Data of bulking poston COCLrriir— SG apo TA al a ea Hp ng acpi ieee cso be ay ete es P, @ » CE ro Nod Ox Wao, Tex Ce Caples Marat » Stoo a ‘Sie ol euhatg ial kare soe Fo parr Recor AAW, we EKG Cane a Fan tear