Treesdale Park - 2009 VA

2009 Federal Low Income Housing Tax Credit Program
Application For Reservation

Deadline for Submission

9% Competitive Credits

Applications Must Be Received At 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 issued (if bonds are not issued by VHDA)

Virginia Housing Development Authority 601 South Belvidere Street

Richmond, Virginia 23220-6500

2009

v1.4.2009

Low Income Housing Tax Credit Application for Reservation

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

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

121 Scanned Copy of the Tax Credit Application with all Attachments (excluding market study and plans & specs) (MANDATOR' 121 $750 Application Fee (MANDATORY)

Tab A: Documentation of Development Location:

A.I Qualified Census Tract Certification A.2 Revitalization Area Certification Location Map

Surveyor's Certification of Proximity To Public Transportation

121 Tab B: Partnership or Operating Agreement, including chart of ownership structure with percentage of interests (MANDATOR Virginia State Corporation Commission Certification (MANDATORY)

Principal's Previous Participation Certification and Resume (MANDATORY)

Nonprofit Questionnaire (MANDATORY for points or pool)

The following documents need not be submitted unless requested by VHDA: -Nonprofit Articles of Incorporation

-IRS Documentation of Nonprofit Status

-Joint Venture Agreement (if applicable)

-For-profit Consulting Agreement (if applicable)

Architect's Certification (MANDATORY) PHA I Section 8 Notification Letter

Local CEO Letter

Homeownership Plan

Site Control Documentation (MANDATORY) Plan of Development Certification Letter Zoning Certification Letter

Copies of 8609s To Certify Developer Experience (Reserved)

Plans and Specifications and Work Write-Up (MANDATORY) Documentation of Rental Assistance

o

121 o

o

121 TabC: 121 Tab D: o Tab E:

ra Tab F: [2] Tab H: [2] Tab I: o Tab J: [2] Tab K: o Tab L:

121 Tab M:

o TabN:

o Tab 0: [2] Tab P: o TabQ: [2] Tab R: [2] Tab S: 121 TabT:

o Tab U:

o Tab V: 121 TabW:

o Tab X:

o TahY: 121 TabZ

--

2009

Documentation of Operating Budget Documentation of Proj ect 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)

Submission Checklist

Low-Income Housing Tax Credit Application For Reservation

I. General Information

All code "Section" references are to, and the term "IRC" shall be deemed to mean, the Internal Revenue Code of 1986, a. amended,

5/14/09

(Date of Application)

A. Development Name and Location:

1. Name of Development

2. Address of Development

Treesdale Park

640 Rio Road

(Street)

Charlottesville

Virginia

22901

(City)

(State)

(lip Code)

3, If complete address is not available, provide longitude and latitude coordinates (x.y) from location on site your surveyor deems appropriate.

D Documentation from surveyor attached (TAB A) (Only necessary if street address or street intersections arc not available. (Coordinates should be the same as those listed on pg 13, if applicable)

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

City/County of Albemarle County (ie; Richmond City, Chesterfield County; see application manual)

5. Does the site overlap one or more jurisdictional boundaries? 0 Yes 0 No If yes, what other City/County is the site located in besides the one mentioned above?

6, Is the development located in a Metropolitan Statistical Area? 0 Yes D No

7, Census Tract the development is located in: 106

Is this a Qualified Census Tract: 0 No (If'yes, attach required form in TAB A)

8. Is the development located in a Difficult Development Area?

9, Is the development located in a revitalization area?

10, Is the development an existing RD or HUD S8/236 development?

o Yes DYes

D No (If yes, attach required form in TAB A) o No (If yes, attach required form in TAB Q)

--

Notc: lfthcrc is an identity ofinterest between the applicant and the seller in this proposal, and the applicant is seeking points in this category, then the applicant must either waive their rights to the developer's Ice or other fees associated with acquisition aud/o} rchnbilitution, or obtain a waiver of this requirement from VHDA prior to applicatl2_!!._!;ubmisgQJ! 10 receive these points,

a, Applicant agrees to waive all rights to any developer's fee or

other fees associated with acquisition and/or rehab. DYes 0 nla

b. Applicant has obtained a waiver of this requirement from YHDA

prior to the application submission deadline. DYes 0 n/a

II. Is the development located in a census tract with a poverty

rate <10% with no tax credit units currently present? DYes 0 No

12. Is the development listed on the RD 515 Rehabilitation

Priority List?

13. Congressional District Planning District

State Senate District State House District

DYes

ta No

5

httpc Ifdlsgis statec va ,uslcongressl2001 PDF.leh.p7T ab pdf

10

http://WNWc va pde.orgiaboulpdcs.hlm#PDC%20Map

25

bttp:lfdlsgis,state.va,us/senateI2001PDFs/Chap2Tab.pdf

57

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14. 0 Location Map Attached (TAB A)

B. Project Description:

In the space provided below, give a brief description of the proposed project.

Treesdale Park is an apartment community consisting of as units in four buildings located on 6,6 acres in Albema~ecCoun1y, A separate community building will provide ior a leasing and rnamtenace office, and communi1y/meeting rooms,

2009

Page I

Low Income Housing Tax Credit Application For Reservation

C. Reservation Request

I. Total annual credit amount request (Must be the same as Part IX-D8)

$1,158,214 I

2. Credits requested from: 9'% Credits

o Nonprofit Set-Aside (All nonprofit owned developments which meet tests described in Part 11-0 hereof may select this)

o Local Housing Authorities

o Northern Virginia MSA Pool

o Richmond MSA Pool

o Non-Competitive Pool (Preservation)

o Tidewater MSA Pool

121 Small MSAlMicropolitan Pool

o Rural Pool

o Non-Competitive Pool (Disability)

o Tax Exempt Bonds

o new construction, Q[

o rehabilitation, Q[

o acquisition and rehabilitation.

Federal Subsidies

o The development will not receive federal subsidies.

o This development will receive federal subsidies for:

o all buildings or

o some buildings.

D. Type(s) of Allocation/Allocation Year

1. Regular Allocation

o All of the buildings in the development are expected to be placed

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

allocation of 2008 credits for 0 new construction, Q!

o rehabilitation, QL

o acquisition and rehabilitation.

2. Carryforward Allocation

o All of the buildings in the development are expected to be placed

in service within two years after the end of this calendar year, 2009, but the owner will have more than \0% basis in the development before the end of six months following allocation of credits. For those buildings, the owner requests a carryforward allocation of 2009 credits pursuant to Section 42(h)( 1 )(E) for:

o new construction, Q!

o rehabilitation, Q!

o acquisition and rehabilitation (even if you acquired a building this year and "placed it in service" for the purpose of the acquisition credit, you cannot receive the 8609 form for it until the rehab 8609 is issued for that building once the rehab work is "placed in service" in 2010 or 20 II).

._

3. Federal Subsidies

o The development will not receive federal subsidies.

o This development will receive federal subsidies for;

o all buildings or

o some buildings.

2009

Page 2


Eo Acquisition Credit Information

_. NOTE: If no credits are being requested for existing buildings being acquired for the development,

so indicate and go on to Part F: 0 No Acquisition

Ten-Year Rule For Acquisition Credits

o All buildings satisfy the 10-year look-back rule of I RC Section 42 (d)(2)(B), including the 10% basis/$15,000.00 rehab costs ($10,000 for Tax Exempt Bonds) per unit requirement.

o All buildings qualify for an exception to the I O-year rule under IRC Section 42(d)(2)(D)(i),

Subsection (I) 0

Subsection (II) 0

Subsection (III) 0

Subsection (IV) 0

Subsection (V) 0

o A waiver ofthe 10-year rule for all buildings has been or will be requested from the Department of the Treasury pursuant to IRC Section 42(d)(6)(B)

o Different circumstances for different buildings: Attach a separate sheet and explain for each building.

F. Rehabilitation Credit Information

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

on to Section II. 0 No Rehabilitation

Minimum Expenditure Requirements

o All buildings in the development satisfy the rehab costs per unit requirement of IRC Section 42(e)(3)(A)(ii).

o All buildings in the development qualify for the IRC Section 42(e)(3)(B) exception to the 10% basis requirement (4% credit only).

o All buildings in the development qualify for the IRC Section 42(t)(5)(B)(ii)(II) exception.

o Different circumstances for different buildings. Attach a separate sheet and explain for each building .

. _

2009

Page 3


II. OWNERSHIP INFORMATION

,._- NOTE; VHDA may allocate credits only to the tax-paying entity which owns the development at the time of the allocation. The tenn "Owner" herein refers to that entity. Please fill in the legal name of the owner. The ownership entity must be formed prior to submitting this application, Any transfer, direct or indirect, of partnership interests (except those involving the admission of limited partners) prior to the placed-in-service date of the proposed development shall be prohibited, unless the transfer is consented to by VHDA in its sale discretion. IMPORTANT:

The Owner name liSftcl QII rhis. pag.e must match exactly the owner mtmt' listt·u on the Virginh' Sr:.H(' Corpnranon Commlssicn CI.'rtifi(,:ltion.

Must be an individual or legally fonned entity

A. Owner Information:

Name Treesdale, LP

Contact Person First: William

-------

Address 1821 Avon Street Ext., Suite 200

Middle:N,

Last: Park

~~-----------------

Charlottesville

(Street) Virginia

22902

(City)

(State)

(Zip Code)

Federal I. 0, No, Applied For (If not available, obtain prior to Allocation)

Phone 434-979-2900 Fax 434-979-000 I Email address .vpark@pinnacleconstructionva,con

Type of entity: 121 Limited Partnership 0 Other

o Individual(s) 0 Corporation

o Owner's organizational documents (e.g, Partnership agreements) attached (Mandatory TAB B)

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

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

Names ** Phone

Treesdale Realty Partners L,L.C. 434-979-2900

**Treesdale Realty Partners L.L.C. owns a 0,01%

General Partner interest. Treesdale Realty Pa-rtn-:--e-rs----;-L--;.L-.~C:-,-is owned 100% by Bluestone Land, L.L,C.

which is owned by William N, Park

Type Ownership General Partner

and Richard A, Park

% Ownership 100.00%

0.00%

0.00%

0.00%

0,00%

0,00%

0,00%

This should be 100% of the OP or managing member interest: ** These should be the names of individuals who comprise the OP or managing members, not simply the names of separate partnerships or corporations which may comprise those components.

100,00%

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

B. Seller Information:

Name Albemarle Housing Improvement Program Address 2127 Berkmar Drive

CharlotteSVille, Virginia 22901

Phone

Contact Person Theresa Tapscott

----~-----------------

434-917-2447 ext 31

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

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

Names Phone Type Ownership

2009

DYes 121 No

% Ownership 0.00%

0.00%

0.00%

0_00%

Page 4


C. Development Team Information:

Complete the following as applicable to your development team.

1.

2.

3.

Tax Attorney:

Firm Name:

Address:

Phone:

Tax Accountant:

Firm Name:

Address:

Phone:

Consultant:

Firm Name:

Address:

Phone:

Cameron Cosby Related Entity? 0 Yes [2] No

Hunton & Williams

951 East Byrd Street, Richmond, Virginia 23219

804-788-8604 Fax: 804-788-8218

David Alga Related Entity? 0 Yes [2] No

Creedle Jones & Alga

828 N. Mecklenburg Avenue, South Hill, Virginia 23970

800-394-7111 Fax: 434-447-5793

Related Entity? --------------------Role:

----------------------

DYes 0 No

Fax:

-------------------------------------

4. Management Entity (Contact): Alice Fletcher Related Entity? [2] Yes 0 No

Firm Name: Park Properties Management Co., L.L.C.

Address: 1821 Avon Street, Suite 200, Charlottesville, Virginia 22902

Phone: 434-979-2900 Fax: 434-979-0001

5. Contractor (Contact): William N. Park Related Entity? [2] Yes 0 No

Firm Name: Pinnacle Construction & Development Corp.

Address: 1821 A von Street, Suite 200, Charlottesville, Virginia 22902

Phone: 434-979-2900 Fax: 434-979-0001

6.

7.

8.

-

Architect:

Firm Name:

Address:

Phone:

Ken Linehan Related Entity?

~F~u-g~leTb-er-g-.K~o-c·h-A~rc'h~it~e-ct~s----------------------

DYes [2] No

2555 Temple Trail, Winter Park, FL 32789

800-393-0595 Fax:

--------------------------------------

407-628-1057

Real Estate Attorney: David Belkowitz Related Entity? 0 Yes 0 No

Firm Name: Hirs-c":"h":"le-r-::F:;';"le-,i-sc·h-e-r-------------------------

Address: 2100 East Cary Street, Richmond, Virginia 23223

Phone: 804-771-9546

Mortgage Banker:

Firm Name:

Address:

Phone:

9.

Other (Contact):

Firm Name:

Address:

Phone:

2009

Fax: 804-644-0957

Related Entity? 0 Yes 0 No

---------------------------------

Fax:

----- __ ----------------------------

Related Entity? ------------------------------ Role:

-----------------

DYes 0 No

Fax:

--------------------------------------

Page 5

Low-Income Housing Tall. Credit Application For Reservation

D. Nonprofit Involvement:

._,

Applications For 9% Credits - Must be completed in order to compete in the nonprofit tax credit pool, All Applicants - Must be completed for points for nonprofit involvement under the ranking system.

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

(c)(3) or 501 (c)(4) and exempt from taxation under IRe Section 501 (a), whose purposes include the fostering of low-income housing:

I. Must "materially participate" in the development and operation of the project throughout the compliance period,

2. Must own all general partnersh ip interests in the development.

3. Must not be affiliated with or controlled by a for-profit organization.

4. Must not have been formed for the principal purpose of competition in the nonprofit pool, and

5. Must not have any staff member, or member of the nonprofit's board of directors materially participate in the proposed project as a for-profit entity.

All Applicants: To qualify for points under the ranking system, the nonprofit's involvement need not necessarily satisfy all of the requirements for participation in the nonprofit tax credit pool,

1. Nonprofit Involvement (All Applicants)

If there is no nonprofit involvement in this development, please indicate by checking here: 121 and go on to part III

2. Mandatory Questionnaire

Ifthere ill. nonprofit involvement, you must complete the Non-Profit Questionnaire o Questionnaire attached (Mandatory TAB E)

3. Type of involvement

o Nonprofit meets eligibility requirement for points only, not pool or

o Nonprofit meets eligibility requirements for nonprofit pool and points.

4.

Identity of Nonprofit (All nonprofit applicants)

The nonprofit organization involved in this development is:

o the Owner

o the Applicant (if different from Owner)

o Other

... .._...

(Name of nonprofit)

(Contact Person)

(Street Address)

(City)

(State)

(Zip code)

(Phone)

(Fax)

5.

Percentage of Nonprofit Ownership (All nonprofit applicants)

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

0.0%

2009

Page 6


.. .._..,

III. DEVELOPMENT INFORMATION

A. Structure and Units:

1. Total number of all units in development Total number of rental units in development Number of low-income rental units

Percentage of rental units designated low-income

4.
5.
-
6.
7.
8.
9.
10. 88

88 bedrooms 200

88 bedrooms 200

100.00%

2. The development's structural features are (check all that apply):

o Row House/Townhouse 0

[2] Garden Apartments 0

[2] Slab on Grade 0

Detached Single-family Detached Two-family Basement

o Crawl space

o Elevator

Age of Structure:

Number of stories:

-----

o

3

3. Number of new units

N umber of adaptive reuse units N umber of rehab units

88 bedrooms 200

---~O~ bedrooms 0

a bedrooms ---:O~

----

Total Floor Area For The Entire Development

124,847.28 (Sq.ft.)

Unheated Floor Area (Breezeways, Balconies, Storage)

25,244.80 (Sq. ft.)

Nonresidential Commercial Floor Area (Not eligible for funding)

Total Usable Residential Heated Area

0.00 (Sq. ft.)

99,602.48 (Sq. ft.)

Number of Buildings (containing rental units)

4

Commercial Area Intended Use:

Project consists primarily ofa building(s) which is (are)(CHOOSE ONLY ONE)

o Low-Rise (1-5 stories with ~ structural elements made of wood)

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

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

B. Building Systems:

Please describe each of the following in the space provided.

Community Facilities:

Separate community building with leasing office and meeting rooms

2009

Exterior Finish: Brick and Vinyl Siding

Heating! AC System: _:E:.:I_::ec:.:t.:.:ri.::.c_:H:.:e:::a:;_t :..P=um:..:..:..!:.p _

Architectural Style:

Traditional

Page 7

C. Amenities:


I. Specify the average size per unit type:

Assisted Lvg 0.00 SF

I-Sty-Eff-Eld 0.00 SF

I-Sty I BR-Eld 0.00 SF

l-Sty 2BR-Eld 0,00 SF

EtT-Eld 0.00 SF

(Including pro rata share of heated common area)

I Bdnn Eld 0.00 SF 3-Bdnn Gar

2Bdnn Eld 0.00 SF 4-Bdnn Gar

EtT-Gar 0.00 SF 2-Bdnn TH

I-Bdnn Gar 0.00 SF 3-Bdon TH

2-Bdrm Gar 1,082.39 SF 4-Bdnn TH

1,263.73 SF 0.00 SF 0.00 SF 0.00 SF 0.00 SF

2. Total gross usable, heated square feet for the entire project less nonresidential commercial area:

99,602.48 [2] Documentation attached (TAB F) Mandatory

(Sq. ft.)

:N.QT.!:;_: A II developments must meet VHDA's Minimum Design and Construction Requirements.

By signing and SUbmitting the Application For Reservation of Low Income Housing Tax Credits the applicant certifies that the proposed project budget, plans & speclfications and work write-ups incorporate all necessary elements to fulfill these req uirements,

3. Check the following items which apply to the proposed project:

o Documentation attached (TAB F Architect Certification) Mandatory

For any project, upon completion of construction/rehabilitation:

(Optional Point items)

t 00% a( I) Percentage of 2-bedroom units that have 1.5 bathrooms

100% a(2) Percentage of 3 or more bedroom units that have 2 bathrooms

A community/meeting room with a minimum of749 square feet is provided

Percentage of exterior walls covered by brick (excluding triangular gable ends, doors and windows) All kitchen and laundry appliances meet the EPA's Energy Star qualified program requirements

All windows meet the EPA's Energy Star qualified program requirements

Every unit in the development is heated and air conditioned with either (i) heat pump units with both a SEER rating of 14.0 or more and a HSPF rating of 8.2 or more and a variable speed air handling unit

(tor through- the-wall heat pump equipment that has an EER rating of 11.0 or more), or (ii) air conditioning units with a SEER rating of 14.0 or more and a variable speed air handling unit, combined with gas furnaces with an AFUE rating of90% or more

0 b.
36% c.
[2] d.
[2] e.
0 f. 0 g.
[2] h.
0 L
[2] j.
._ 2009

Water expense is sub-metered (the tenant will pay monthly or bi-monthly bill)

Each bathroom consists only of low-flow faucets (2.2 gpm max.) and showerheads (2.5gpm max.)

Provide necessary infrastructure in all units for high speed cable, DSL or wireless internet sevice. All water heaters meet the EPA's Energy Star qualified program requirements.

Page 8

Low Income Housing Tax Credit Application For Reservation

For all projects exdusively serving elderly and/or handicapped tenants, upon completion

of construction/rehabilitation: (Optional Point items)

. _

o a .

o b.

o c.

All cooking ranges will have front controls All units will have an emergency call system

All bathrooms will have an independent or supplemental heat source

All entrance doors have two eye viewers, one at 48" and the other at standard height

o d.

For all rehabilitation and adaptive reuse projects, upon completion of construction or

or rehabilitation: (Optional Point items)

o 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 ofthe Interior as being of historical significance to the district, and the rehabilitation will be completed in such a manner as to be eligible for historic rehabilitation tax credits

Accessibility

Check one or none ofthe following point categories, as appropriate:

El For any non-elderly property in which the greater of 5 or 10% of the units (I) provide federal project-based rent subsidies or equivalent assistance in ordcr to ensure occupancy by extremely low-income persons; (ii) conform to HUD regulations interpreting accessibility requirements of section 504 of the Rehabilitation Act; and (iii) arc actively marketed to people with special needs in accordance with a plan submitted as part of the Application. (If special needs include mobility impairments the units described above must include roll-in showers and roll under sinks and front controls for ranges).

o For any non-elderly property in which the greater of 5 or 10% of the units (i) have rents within HUD's Housing Choice Voucher ("HeV") payment standard; (ii) conform to HUD regulations interpreting accessibility requirements of section 504 of the Rehabilitation Act; and (iii) are actively marketed to people with mobility impairments, including Hey holders, in accordance with a plan submitted as part the Application.

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

Earthcraft or LEED Development Certification

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

El Yes - Earthcraft 0 Yes - LEED

If Yes to either, attach appropriate documentation at TAB F

LEED Accredited Design Team Member

One or more members of the design team is a LEED accredited professional.

El Yes 0 No If Yes, attach appropriate documentation at TAB F

Universal Design. Units Meeting Universal Design Standards

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

o Yes 0 No If Yes, attaeh appropriate documentation at TAB F

b. Number of Rental Units constructed to meet YHDA's Universal Design standards:

24 Units 27%

VHDA Certified Property Management Agent

Owner agrees to use a YHDA Certified Property Management Agent to manage the property.

El Yes 0 No

DYes 0 No El N/A The market-rate units' amenities are substantially equivalent to those of the

low-income units. If no, explain differences:

2009

Page 9

IV. TENANT INFORMATION


- A. Set-Aside Election:

UNITSSELECTEDBELOWIN UOTH COLUMNSUETERM INE POINTS FOR THE BONUS POINT CATEGORY

Note: In order (0 qualify for any tax credits, a development must meet one of two minimum threshold occupancy tests. Either (i) at least 20% of the units must be rent-restricted and occupied by persons whose incomes are 50% or less of the area median income adjusted for family size (this is called the 20/50 test) or (ii) at least 40% of the units must be rent-restricted and occupied by persons whose incomes are 60% or less of the area median income adjusted for family size (this is called the 40/60 test), all as described in Section 42 of the IRe. Rent-and income-restricted units are known as low-income units. If you have more low-income units than required, you qualify for more credits. If you serve lower incomes than required, you receive more points under the ranking system.

Units Provided Per Household Type:

Income Levels
# of Units % of Units
0 0.00% 40% Area Median
88 100.00% 50% Area Median
0 0.00% Non-LMI Units
88 100.00% Total B. Special Housing Needs/Leasing Preference:

Rent Levels
# of Units % of Units
0 0.00% Non-LMI Units
88 100.00% Total 1. If 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 55 or above)

o Yes Physically or mentally disabled persons (must meet the requirements of the federal Americans with Disabilities Act)

-

2. Specify the number of low-income units that will serve individuals and families with children by

providing three or more bedrooms: 24 Number of units 27% oftotal low-income units

3. I f the development has existing tenants, VHDA pol icy 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 LlHTC properties.

4. Ifleasing preference will be given to applicants on public housing waiting list and/or Section 8 waiting list, so indicate:

o Yes

o No

o Locality has no such waiting list; If yes, provide the following information:

Organization which holds such waiting list:

Contact person (Name and Title)

Phone Number 434-296-5839

Albemarle County Office of Housing

Ron White, Chief of Housing

o Required documentation attached (TAB H)

5. Ifleasing preference will be given to individuals and families with children. (Less than or equal to 20% of the units must have of 1 or less bedrooms).

o Yes

o No

2009

Page 10


V. LOCAL NEEDS AND SUPPORT

A.

Provide the name and the address of the chief executive officer (City Manager, Town Manager, or County Administrator) of the political jurisdiction in which the development will be located:

Chief Executive Officer's Name Robet W. Tucker, Jr.

~~-=~~~~------------------------------------------

Chief Executive Officer's Title _:C::..:'o:..:u::,:n::z.ty....:E:::;-x.::e:..:c.::ut::,iv.:.,;e:.._ _

Street Address 401 Mcintire Road

City Charlottesville State _V:...,:i;;,;rg;,,;i::..:nJ:..:·a'-- _

Phone 434-296-5841

Zip 22902

Name and title of local official you have discussed this project with who could answer questions for the local CEO: Ron White, Chief of Housing

[2] Letter from CEO attached (TAB I) 0 CEO letter to be submitted separately by June 1,2009

VHDA notification letter to CEO submitted prior to 5:00 PM 3/5/09: (9% competitive credits only) [2] Yes 0 No

If the property overlaps another jurisdiction please fill in the following:

Chief Executive Officer's Name Chief Executive Officer's Title Street Address

City State

------------------

Phone Zip

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

o Letter from CEO attached (TAB I) 0 CEO letter to be submitted separately by June 1,2009

VHDA notification letter to CEO submitted prior to 5:00 PM 3/5/09: (9% competitive credits only) 0 Yes 0 No

B. Project Schedule

ACTUAL OR ANTICIPA TED DATE

NAME OF PERSON RESPONSIBLE

ACTIVITY


._

VI. SITE CONTROL

Warning: Site control by an entity other than the Owner, even if it is a closely related party, is not sufficient. Anticipated future transfers to the Owncr arc not sufficient. The Owner, as identified in Subpart II-A, must have site control at the time this Application is submitted.

Note: Site control by the Owner identified herein is a mandatory precondition of review of this application. Documentary evidence ofit, in the fonn of either a deed, option, purchase contract, or lease for a term longer than the period of time the property will be subject to occupancy restrictions must be included herewith. (9% Competitive Credits - An option or contract must extend beyond the application deadline by R minimum of four months.)

NOTE: If the Owner receives a reservation of credits, the property must be titled in the name of or leased by (pursuant to a long-term lease) the Owner before the allocation of credits is made this year.

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

A. Type of Site Control by Owner:

Applicant controls site by (select one and attach document - Mandatory TAB K) o Deed - attached

o Long-term Lease - attached (expiration date:

o Option - attached (expiration date:

o Purchase Contract - attached (expiration date:

11105/09

If more than one site for the development and more than one form of site control, please so indicate o and attach a separate sheet specifying each site, number of existing buildings on the site, if any, type of control of each site, and applicable expiration date ofform of site control. A site control document is required for each site.

B. Timing of Acquisition by Owner:

Select one:

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

o Owner is to acquire property by deed (or lease for period no shorter than period property

will be subject to occupancy restrictions) no later than 11/05/09 (must be prior to November 6,2009).

If more than one site for the development and more than one expected date of acquisition by

Owner, please so indicate 0 and attach separate sheet specifying each site, number of existing

buildings on the site, if any, and expected date of acquisition of each site by the Owner.

C. Market Study Data:

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

Project Wide Capture Rate - LIHTC Units Project Wide Capture Rate - Market Units Project Wide Capture Rate - All Units Project Wide Absorption Period (Months)

37.00%

0.00%

37.00%. 10

2009

Page 12


__ C. Site Description

I.

Exact area of site in acres

6.698

2. Has locality approved a final site plan or plan of development?

DYes 0 No

o Required documentation form attached (TAB L)

3. Is site properly zoned for the proposed development?

o Yes 0 No

o Required documentation form attached (TAB M)

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

a Yes 0 No

o Required documentation form attached (TAB A)

D. Photographs

Include photographs of the site and any existing structure(s) in TAB O. For rehabilitation projects, provide interior pictures which document the necessity of the proposed work.

E. Plans and Specifications

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

I. A location map with property clearly defined.

2. Sketch plan of the site showing overall dimensions of main building(s), major site elements (e.g., parking lots and location of existing utilities, and water, sewer, electric,

gas in the streets adjacent to the site). Contour lines and elevations are not required.

3. Sketch plans of main building(s) reflecting overall dimensions of:

a. Typical floor plan(s) showing apartment types and placement

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

c. Sketch floor planes) of typical dwelling unites);

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

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

In addition: required documentation for rehabilitation properties

A unit-by-unit work write-up.

o Plans and specifications/unit-by-unit work writeup attached (TAB P) or iii Plans and specifications/unit-by-unit work writeup submitted separately

2009

Page 13


VII. OPERATING BUDGET

A. Rental Assistance

- I. Do or will any low-income units receive rental assistance?

ra Yes 0 No

2. If yes, indicate type of rental assistance:

o Section 8 New Construction Substantial Rehabilitation

o Section 8 Moderate Rehabilitation

o Section 8 Certificates

o Section 8 Project Based Assistance

o RD 5 15 Rental Assistance

o Section 8 Vouchers

o State Assistance

o Other:

3. Number of units receiving assistance:

Number of years in rental assistance contract:

Expiration date of contract: FY 20 II

o Contract or other agreement attached (TAB Q)

22

B. Utilities

1. Monthly Utility Allowance Calculations

Utilities Type of Utility Utilities Enter Anowance~ by Bedroom Slze
(G.,. Electric, Oil. etc.) Paid by: O·bdr t-bdr z-bdr 3·bdr 4·br
Heating Electric DOwl'ler [WTenflnt 0 0 23 27 0
A~r Cunditicmng Electric DOwn!;r l:!:JTenanl 0 0 6 8 0
Cooking Electric Downer l:!:JTenanl 0 0 9 9 0
Lighting Electric DOwner G:]Teoant 0 0 22 24 0
Hot Water Electric DOwner C!::JTenant 0 0 12 14 0
Water DOwner C!::JTenant 0 0 14 17 0
Sewer DOwner C!::J Tenant 0 0 14 18 0
Trash C!::JOwner DTenant 0 0 0 D 0
Total ulillty allowance for costs paid by tenant $D $0 SLOO SL L7 SO 2. Source of Utility Allowance Calculation (Attach Documentation TAB Q) o HUD

o o

Utility Company (Estimate) Utility Company (Actual Survey)

o

Local PHA Other: VHDA

~~~------------------

2009

Page 14


C. Revenue

1 Indicate the estimated monthly income for the Low-Income Units: ••

Total Number of Total Monthly
UnitT:l~ Tax Credit Units Rental Income
Efficiency Units 0 $0
1 Bedroom Units a so
2 Bedroom Units 64 $43,692
3 Bedroom Units 24 $20,040
4 Bedroom Units 0 SO
Total Number of Tax Credit Units 88
Plus Other Income Source (list): $1,200
Equals Total Monthly Income: $64,932
Twelve Months xl2
Equals Annual Gross Potential Income $779,184
Less Vacancy Allowance ( 5.0% ) $38,959
Equals Annual Effective Gross Income (EOI) - Low Income Units $740,225
" Beginning at Row 75 enter the appropriate data for both tax credit lind market rate units in the yellow shaded cells.
2 Indicate the estimated monthly income for the Market Rate Units' *.

Total Number of Total Monthly
UnitT~~ Market Units Renta I Income
Efficiency Uni ts a $0
I Bedroom Units 0 $0
2 Bedroom Units 0 $0
J Bedroom Units a so
4 Bedroom Units 0 $0
Total Number of Market Units 0
Plus Other Income Source (list): SO
Equals Total Monthly Income: $0
Twelve Months xl2
Equals Annual Gross Potential Income $0
Less Vacancy Allowance ( 0.0% ) $0
Equals Annual Effective Gross Income (EGI) - Market Rate Units $0 o Documentation in Support of Operating Budget attached (TAB R)

List number or units by type:

TOL\!. UNITS

o

EFF.f.LD

ASSISTED LVG

1 BDRM.f.LO

2 SO RM.f.LD

EFF-GAR

1 BD RM-GAR

2 BDRM-TH

4 BO RM-GAR

3 BO RM-TH

4 SO RM-rH

2 BD RM-GAR

aBO RM-GAR

64

24

Nulc: Ph~a~l~ he xu I"C tu enter the number of lIlIit~ in thtl i.!-Rm't;oJ)l·iflh' unit r:dcgoe:,r"y. 1r net, )"O-u "",ill find ili'l error on

1 STY.f.FF.f.LD

1 STY-1 BR.f.LD

1 STY -2 BR-ELD

o

'be scoreshect M So, f,. & 6b.

TAX CREDIT UNITS

List number or units hy type:

o

~ BD RM-rH

1 STY-2 BR.f.LD

o

2 ao RM.f.LD

EFF-GAR

1 BD RM-GAR

EFF-€Lo

1 BO RM-€LO

2 SD RIoI-TH

4 ao RM-GAR

3 BO RM-rH

aBO RM-GAR

24

o

1 STY-1 BR-ELO

o

2009

Efficiency - 40% Efficiency - 40% Efficiency - 40% Efficiency - 40%

i

Net Rentable

Square Feet

Total Monthly Rent

Monthly Rent Per Unit

Unit Type I Rent Targeting

Number Units

Page 15

Efficiency _ 40% 0.00 s
Efficiency _ 40% s
Efficiency _ 40% s
Efficiency _ 40% s
Elliclency _ 40% $
Efficiency _ 40% $
Efficiency _ 40% s
Efficiency _ 40% $
Efficiency _ 40% $
Efficiency _ 40% $
Efficiency _ 40% $

Efficiency _ 50% 0 0;00 :$:, . -. s
.'
Efficiency _ 50% ',0 0;00 ' :$ $
Efficiency _ 50% 0 0;00 :$ . . c : , $
Efficiency - 50% , 0.' .. '0.00 : $': - " $
Efficiency _ 50% 0 :.' :0.00, s. ,:" $
Efficiency _ 50% 0':': : . ,0.00 $ -' ... $
Efficiency _ 50% a ,. 0;00 $; $
Efficiency _ 50% a '.: 0.00 ,: :s: ": ..... $
Efficiency - 50% 0, " : 0,00·" $ $
Efficiency _ 50% a .: :0,00 : $: $
Efficiency - 50% D', 0:00' $ $
Efficiency _ 50% a .. 0.00 .s. s
Efficiency _ 50% 'a'. ' ... ..... 0.00 $, s
Efficiency _ 50% 0:', I.." :0.00:, '$: :._: s
Efficiency _ 50% 0, ,: 0;00 $ $

Efficiency· 60% 0., ': 0:00:, $ $
Efficiency - 60% 0 0.00 $; $
Efficiency _ 60% ' O· :0:00' $ $
Efficiency _ 60% 0 ,0.00 .$ $
Efficiency - 60% c: 0.00' :S s
Efficiency _ 60% .0 :',' (foo' l " _ $
Efficiency _ 60% , ,'. 0·: : 0.00' ,$ $
Efficiency _ 60% ':,0 : 0.00 ,',. S ,. :' s
Efficiency _ 60% ... , 0 .. 0.00 "' . .$ .... ' .:.: s
. _ .:' ::>
Efficiency _ 60% .0 ' ,0.00 $' $
Efficiency _ 60% '0' :. 0.00 : $ ,':::":'.: , '_:, $
Efficiency _ 60% o : .0.pCL: , $, ' ... -: ........... _ $
Efficiency _ 60% 0:: . , .... ,0.00,' $,' .... _ $
Efficiency· 60% 0':" .,'0;00.: :$ '_.:' $
Efficiency· 60% ,0 I: •. . '0:00:,' $ ."::::,::' s
Total Efficiency Total Monthly Err.
Ta. Credit Unlls: 0 0.00 Tax Credit Rent: S
Efficiency _ Market . :0,: I··., "0 .. 00', Is $
Efficiency _ Market ·····:::0· .0.00 . $:: : .. :.' ":.: $
Efficiency _ Market '.'.'.: .0 .•.. ' . 0.00 ". :$':" , ::' _ $
Efficiency - Markel ',:. o : .. ::,: . : '0.00. ' ' . $ $
Efficiency _ Market 0 0.00 $ , $
Efficiency _ Market I" .. , .0' ::" ",.0.00, $:':::": :': . $
Efficiency _ Market : ',:,: .. :0.· :.'. :: 0.00 ':'., ,$:::' :: : .. $
Efficiency _ Market .... 0 : .. .0.00···. '$::.:'::"': c ::, $
Efficiency _ Market ' .. :0 .. 0:00 $ . '. $
Efficiency· Marl(et 0::':" , .. .: .0:00:': :'$' . '," ., $
Elliciency _ Market "'.' ,0',:, . ::. /0,00' ':$' :,-:.':,:, :,':'::'.':' . s
Efficiency _ Markel :':.': 0:,:.'.: ,0:00.:, :: 1;:5' .•. ::"<,,, :.::, S
Efficiency _ Market '.: I) : .. ::0.00: : .:' $,',,':, •.• :.:> $
Elliciency· Market "':', Cl' ,:'.' .. ·cl.OO : ~ : i: : :S'i:·',· $
Efficiency _ Market :.: I) ,. .. ··0.00 $:: :.:.: ' .- $
Total Efficiency
Market Unlt8: 0 0.00 Total Monthly
Eft. Marbt Rent: S
Total Elf. Unlla: 0 Total Elf. Rent $ '.

-

2009

Net Remable Square Feet

Momhly Rent Per Unit

Renl Targeting

Number Unlls

Total Momhlv Rem

Page 15

1 BR -40% O. 0.00 $ .: ' $
1 BR·40% ' , 0 ...•••. '0:00·' "; .$ ..... , ............. s
1 BR-40% 0 . '·,0:00 " . $ ,', "- $
1 BR-40% '. ,','.0' •• : •• ,: --:0.60 . $" :".'. '. $
1 BR·40% 0 ,.'," .. :0.00 .$.<' ••••••• .- $
._ , .:
1 BR-40% 0'. '. :.,:': :.0·00 $ $
1 BR-40% ···'·· .• 02 · , 0.00 $' : .. : ...... $
1 BR·40% .. 0 .: 0;00 $.S .': s
1 BR-40% " ·0' '.' .; 0,00 $ '.: ,"" $
1 BR·40% 0 ..... -. ':0.00:' .' . $ .,.,:'" $
1 BR-40% a .• .' . (l.00 ., $ , .," .-' $
1 BR-40% "'0",., , '0.00':'" $ .. ' $
1 BR -40% ... 0 .'.' , o.oo • $. " $
1 BR-40% ".' 0 . · . -: 0.00 $; ... $
1 BR-40% .. , a 0.00.' $ ... : $

1 BR-50% , ·0 0;00' . :& ... .. $
1 BR- 50% a 0:00 .$" , $
1 BR - 50% .. o ·0·00 $ , ' .. $
1 BR - 50% -- 0 6.00 $ . $
1 BR·50% • ' 0 0:00' s $
1 BR·50% . '. .. 0 0.00 $ ...•...... , . '- . $
1 BR-50% ·.0 .0.00 $' . $
1 BR- 50% 0 0.00 . ' $ $
1 BR· 50% '·0' 0.00 $ . $
1 BR - 50% 0 '0.00 $ $
1 BR-50% " P 0.00 $ $
1 BR-50% . o " '0:00 $. , ..... _.' $
1 BR-50% 0 . , '0:00 $' .: ' ' .: $
1 BR- 50% 0 0.00 $ . - $
1 BR· 50% 0 0.00 $ $

1 BR-60% : 0 0.00 $ .: $
~
1 BR-60% .. , 0 0.00 $ $
1 BR-SO% ... 0 ". 0.00· $ ',' - $
1 BR -60% 0·' . .: 0·00< ',' $ '.' ."'~":' $
1 BR-60% , O' .0.00 .: $. '- $
1 BR -60% 0 0.00 .$. $
1 BR-60% , a .: · 0.00', :$ $
1 BR-SO% I" """0'''' 10':· ·'.··.6;00:·:··'··.,. 1$· ~, $
1 BR-SO% 0 '0,00 $ .. $
1 BR-SO% , '0' ',. : (:too:' "$ ' .• c.' • , $
1 BR-60% .. ~o .... .0;00 ;< 1·$'<:' -: $
1 BR ·60% : ·'·'0 -c- .• '.,:0.00 $ . ... _. $
1 BR - 60% .0 .... ',b.oo'· : ... : $ .'.' , < $
1 BR·60% .... :0" , ' . 0.00. '.:" $ ,: $
1 BR·SO% 0 , '0.00: '. $ ,. - .. $
TotaI1-BR Total Monthly 1-BR
TIX Credit Units: 0 0.00 T_x Credit Rent: $

1 BR - Market $
1 BR-Market $
1 BR - Market $
1 BR - Market $
1 BR - Market $
1 BR· Market $
1 BR - Market s
1 BR - Market $
1 BR- Market $
1 BR - Market $
1 BR - Market $
1 BR - Market $
1 BR- Market $
1 BR - Market s
1 BR - Market s
Tota11-BR
Market Units: 0 0.00 Total Monthly
2009 1-BR Markel Renl: s Page 15 Total 1-BR UnIts:

c

Total I-BR Rent

$

._

II
Rent Targeting

2 BR-40%
2 BR-40%
2BR-40%
2BR-40%
2 BR-40%
2 SR-40%
2 BR-40%
2 BR-40%
2 BR - 40%
2 BR - 40%
2BR-40%
2 BR-40%
2 BR-40%
2 BR-40%
2 BR-40%
2BR- 50%
2 BR- 50%
2 BR- 50%
2 BR-50%
2 BR-50%
2BR- 50%
2BR- 50%
2 BR- 50%
2 SR- 50%
2 BR-50%
2 BR-50%
2BR- 50%
2BR-50%
2 BR-50%
2 BR- 50%
2 BR-GO%
2 BR-GO%
2 BR - 60%
2 BR - 60%
2SR-60%
2 SR- 60%
2 BR-60%
2 BR-60%
2 BR-60%
2 BR - 60%
2BR-60%
2BR-60%
2 SR- 60%
2 BR-60%
2 BR-60%
TotaI2-BR
Tax Credll Unll.:
2 BR - Market
2 BR - Market
2 BR - Market
2 BR - Market
2 BR - Market
2 SR - Market
2 BR - Market
2 SR - Market
2 BR - Market
2009 2 BR - Market Net Rentable Monthly Rent Total
Number Units Sguare Feel Per Unit Monthly Rent
'6' .···970.~ .' .• '$' ·',815' $ 4,890
0 :0.00·.·· . .. S , - S
0 .: ·ifoil •. :.:: s .' $
.• (1: .••.•. ' .. ' ... '0.00 .. ' .. ' . $,. '., ':: $
.>0 ". .' , '0.00 .. $ .: "., $
.: O. 0,00· . ". $ •••• '.' ..
, s
0 ••••...•. . 0;00' ....•.. .$0 .: ... .," . $
• ' •..•• 0: •• :.' ...• .. . '0.00 .: .: , .••. $ $
.. ·.0·.·.·. 0.00' . Is ". • - " $
0 ' .. , .: 0.00· .: $ .; . $
.0' .... 0:00 .. ' $ •. "'<' $
• O' 0.00 $ ....' $
0 0.00 . ,' $ .. ' .... $
a '. . ' 0.00 .: .. " . $ . $
a ...... .' '0.00 •• $ ,., ...... - $

. 58' •.•.. , 970.~ .,,'" $. ,'.':' • 669 $ 38,802
0 , ',0,00 .. ' $' '.' s
a ": .' -b.co '.' $ ", ,'- $
o .• 0.00 .' $ $
0'. ' .. ,0,00 '., '. $ .. ' ,. s
i:J '.".' (too ..... .s. $
0 . 0;00 " $ ,. $
I 0 0.00 $ $
"·"0:"" '." 0.00 .. ~: '-' $
.. ' ' .. ':0.' .... 0.00 $> .< $
-. (J < .0.00 '$' .: '- $
".'0. ',:i.' ':'. "(1.(1(1" " V·':·······.: $
'0'. "", '. '::0,00". ' •• :. $':'.,.", '.' .. s
" o: , 0:00.···.·.··· •• · $\-> $
o· .... '0.00'" '$ • ..... > .: : ...... :. $ $
$
$
s
$
S
$
$
$
$
s
$
$
$
$
Total Monthly 2-BR
64 62,118.40 Tax CredIt Rent: S 43,692

$
$
$
$
$
s
$
$
$
$ Page 15 'j
1 1
Ne1 Rentable Monthly Rent Total
Rent Targetina Number Units Sguare Feet Per Unit Monthlv Rent

3 BR ·40% : ,16 1;176,00 '$: " " :890' $ 14,240
3 BR·40% 0' ", '0,00: ,'$' $
3 BR·40% 0 0,00 $ $
3 BR· 40% 0 0,00 $ , .' $
3 BR ·40% " ,0 0.00 'l, :" '.'.' $
3 BR ·40% " 0 0,00 ' $, , . :' $
3BR-40% ,.', 0 0.00 ' $::' ':,: $
3 BR-40% " 0 '0.00 $ , .' $
3 BR-40% ,:,' 0 :0;00 ':, s '. ' $
" ,
3 BR - 40% 0 ' '0:00' , .:$, ' " s
3 BR - 40% " 0 0,00', $, " $
3 BR ·40% 0" , ' 0,00 $ ,. ,:'", $
3 BR·40% 0: ",. :,: : "'0,00 $ ':: :';:-: $
3 BR·40% 0" , :0.00 $ $
3 BR·40% ,'0:,', 0.09' :. s: , ",' - $

3 BR - 50% $ 5,600
3 6R - 50% $
3 BR -50% $
3 BR-50% $
3 BR-50% $
3 BR - 50% $
3BR- 50% $
3 BR - 5lJ% s
3 BR· 50% $
3 BR-50% $
3 BR-50% $
3 BR - 50% $
3 BR - 50% $
3 BR - 5lJ% $
3 BR· 5lJ% $

3 BR-60% $
3 BR - 60% $
3 BR - 60% $
3BR-SO% $
3 BR-60% $
3 BR-60% $
3 BR - 60% $
3 BR - 60% $
3 BR ·60% s
3 BR-60% $
3 BR-60% $
3 BR-60% s
3 BR - 60% s
3 BR -60% s
3BR·BO% $
Tot.13-BR Total Monthly 3-BR
Tax Credit Units: 24 28,224.00 Tax Credit Rent $ 20,040
2009 Page 15 2 BR - Markel 2 BR - Markel 2 BR - Market 2 BR - Marke1 2 BR - Martel

TotaI2-BR Mar1<et Unit.:

o

0.00

Total Monthly

2·BR Marlo.! Rent: $

======

Total 2·BR Unit.:

64

Total 2-BR Rent' $ 43,692

======"'===

3 BR - Market 0 0.00 $ $
:3 BR- Market 0 :0.00 .. $ " $
:3 BR - Market ,'. 0,' , ;0:00 :$" $
3 BR - Market 0 "" 0,00, : .;,: $' $
3 BR - Market 0 ...... '." 0.00 11".'.""" $
3 BR - Market 0' I' '0.00 "$' :.,.' ." " $
3 BR- Market O· '0.00·:,' .$.' , r- $
3 BR - Market ' .... 0 <, -: 0.00 :$:< ., '.' .~,. $
3 BR - Market 0 .. ' ": . 0.00 " : $ ,., - , $
3 BR - Market . '0 ., , 0.00 .. , . '$"', " $
3 BR - Market I 0 ".' , 0.00 " "., $ '., :' C $
:3 BR- Market I' 0< ,', .: 0.00 . is :.. $
3 BR-Market 1 .0 .',', 0:00 $ $
3 BR - Market 0, '" , 0.00 " $ - $
3 BR - Market 0 0;00 . . $.,' :', . $
Tota13-BR
Market Unit.: 0 0,00 Total Monthly
3-BR Market Rent: $
Total 3-BR Units: 24 Total 3-BR Rent $ 20,040 Rent Targeting Number Units
4 BR-40% 0
4 BR - 40% (),
4 BR -40% 0
4 BR-40% o
4 BR-40% p,
4 BR - 40% 0
4 BR -40% '0
4 BR -40% 0
4 BR -40% 0 ',',
4 BR - 40% ", 0', ';;
4BR- 40% 0
4BR-40% a
4 BR-40% ,0,
4 BR-40% ..: O· ",
4 BR-40% 0

4BR- 50%
4 BR-5O%
4 BR-50%
4 BR-50%
4 BR-50%
4BR- 50%
4 BR- 50%
4 BR-50%
4 BR-SO%
4BR- 50%
4BR- 50%
4 BR - 50%
4 BR-50%
4 BR-50%
4BR- 50%
4 BR-60%
4 BR-60%
4 BR - 60%
4 BR - 60%
4 BR-60%
4 BR-60%
4 BR-60%
4 BR - 60%
4 BR - 60%
2009 4 BR - 60% ,$' , - $
.s. " $
'$'" s
$ ' .. ~' .. ' $
$ $
'$'" ,-'.' S
$ ,", . $
,$ ," $
;$ .~: $
$" 'c $
s , $
'$', , $
$ $
J ,'. :.' " $
's'" ,: . $

$
$
$
$
$
$
$
$
$
$
$
s
$
$
$

$
$
$
$
$
$
$
$
$
$ Page 15 Net Ran1able Square Feet

Monthly Ren1 Par Unit

'0.00' "

0·00

:,0:00.'

, '0.00, ,.,

,.,', 0.00'

0.00 '

1'0;00

I, " 0:00 '

, 0.00' ,,' " ,

0.00

, ,0.00

'·.oj)() ",.'.'

0,00' ,"

Total Monthly Renl

" BR-6o% "BR- 60% " BR-6o% 4 BR-60% "BR - 60% Total4-BR

Tax Credit Unlta:

"BR - Market "BR - Market "BR - Market 4 BR - Markll1 4 BR - Market "BR - Market 4 BR - Market "BR - Market 4 BR - Markll1 4 BR - Market "BR - Market 4 BR-Market 4 BR-Market "BR - Market 4 BR - Market

TotaI4-BR Marka! Units:

o

0.00

Total Monthly 4-BR Tax Credit Rent:

, , '0::

•.. 0, .:

,0 .: I: '. 0:00 .:

~=:== '~O=.= .. ==~ fo-I';..,.;.;..."",· :_;O;;;.O.:...O·~'~.,-l

.: :, '0: . .. 0.00·

·0" ·:0.00

0:: : 0;09·

·0 ..... . 0:00

$

0:00

$' .'.' ::.' "_ ..

.$ . ,:. ' •. '

o :0.00

a > 0.00

1---~_:0=------,-,'''1 1 0.00

o '·0.00

00.00 0:

. -

0;00 : ••..•.. $ : ...• , .... '-

0:00 $ .. ,

$ $ s s s $ $ s $ $ $ $ $ $ $

$

$.-:

$ .,': .:

.$'::: :'. ': .. ' .r .:. $'" .: .• '.

.$' :. . .... o· "

$. :

$:' :". ': '.'- ..

.$" .: .. ".:.'.

$

$

0:00

o

0.00

Total Monthly

4-BR Markot Rent: ~$;...~~~~=

a

-

2009

Total 4-BR Unite:

o

Total 4-BR Rent

Page 15


D. Operating Expenses

_.

c_

Administrative:

l. Advertising/Marketing

2. Office Salaries

3. Office Supplies

4. OfficelModel Apartment (type __ )

5. Management Fee 6.75% ofEGI

====56=8:::.=18:::1:8=18",2,,== Per Unit

6. Manager Salaries

7. Stafl'Unit (8) (type __ )

8. Legal

9. Auditing

10. Bookkeeping/Accounting Fees

11. Telephone & Answering Service

12. Tax Credit Monitoring Fee

13. Miscellaneous Administrative

Tolal Administrative

Utilities

14. Fuel Oil IS. Electricity

16. Water

17. Gas

18. Sewer

Total Utility

Operating:

19. Janitor/Cleaning Payroll

20. Janitor/Cleaning Supplies

21. Janitor/Cleaning Contract

22. Exterminating

23. Trash Removal

24. Security Payroll/Contract

25. Grounds Payroll

26. Grounds Supplies

27. Grounds Contract

28. Maintenance/Repairs Payroll

29. Repairs/Material

30. Repairs Contract

31. Elevator Maintenance/Contract

32. Heating/Cooling Repairs & Maintenance

33. Pool Maintenance/Contract/Staff

34. Snow Removal

35. Decorating/Payroll/Contract

36. Decorating Supplies

37. Miscellaneous

Operating & Maintenance Totals

Tans & Insurance

38. Real Estate Taxes

39. Payroll Taxes

40. Miscellaneous Tnxes/l.icenses/Permits

41. Property & Liability Insurance

42. Fidelity Bond

43. Workman's Compensation

44. Health Insurance & Employee Benefits

45. Other Insurance

Total Taxes & Insuraace

Total Operating Expense

D 1. Total Opec Ex. Per Unit

_____ __;$:;.:3-'",8'-'7"'-9 D2, Total Oper. Ex. As % EGl (from E3)

46.1I%

$8,000

S3 1 ,200

$6,000

$50,000

$35,000

$4,500

$2,250

$2,500

$153.950

$13,000

$2,000

$2,000

$17,000

$10,000

$10,000

$10,000

$17,500

$]8,000

$96,000

$36.000

$24,500

$74,400

S341,350

$26,400

$367.750

so

Replacement Reserves (Total # Units X S300 or $250 New Coast. Elderly Minimum)

Total Espenses

so

S3,000

$7.000

$4,500

so

$0

$2,500

$0

$2.000

$0

$0

so

$3,000

S7,500

so

so

!i2,SOO

$9,500

$3,500

$0

$6,400

$500

$0

$3,000

$4,000

$0

2009

Page 16


E. Cash Flow (First Year)

1. Annual EGl Low-Income Units from (Cl) $740,225
2. Annual EOI Market Units (from C2) + so
3. Total Effective Gross Income = $740,225
4. Total Expenses (from D) $367,750
5, Net Operating Income = $372,475
6. Total Annual Debt Service (from Page 21 82) - $322.482
7. Cash Flow Available for Distribution = $49.992 F. Projections for Financial Feasibility - 15 Year Projections of Cash Flow

Stabilized
Year 1 Year 2 Year 3 Year 4 YearS
Eff. Gross Income 740,225 758,730 777,699 797,141 817,070
Less Oper. Expenses 367,750 382,460 397,758 413,669 430,215
Net Income 372,475 376,270 379,940 383,472 386,854
Less Debt Service 322,482 322,482 322,482 322,482 322,482
Cash Flow 49,992 53,788 57,458 60,990 64,372 Debt Coverage Ratio

1.16

1.17

1.18

1.19

1.20

Year 6 Year 7 YearS Year 9 Year 10
Eff. Gross Income 837,496 858,434 879,895 901,892 924,439
Net Income 390,072 393,113 395,961 398,601 401,016

1.21

1.22

1.23

1.24

1.24

Year 11 Year 12 Year 13 Year 14 Year 15
Eff. Gross Income 947,550 971,239 995,520 1,020,408 1,045,918
Net Income 403,190 405,105 406,740 408,077 409,094

1.25

1.26

1.26

1.27

1.27

Estimated Annual Percentage Increase in Revenue Estimated Annual Percentage Increase in Expenses

2.50% (Must be .s, 3%)

-_-""'-""'-

4.00% (Must be ..2:... 4%)

-----

2009

Page 17


VIII. PROJECT BUDGET

\. Cost/Basis/Maximum Allowable Credit

_.

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

o Executed Construction Contract

D Executed Trade Payment Breakdown o Appraisal

121 Other Cost Documentation D Environmental Studies

NOTE: Attorney must opine, among other things, as to correctness of the inclusion of each cost item in eligible basis, type of credit and numerical calculations of this Part VIII.

Amount of Cost up to 100% Includable in
Eligible Basis=Use Applicable Column(s):
"30% Present Value Credit" (D)
Item (A) Cost (8) Acquisition (C) Rehabl "70 % Present
New Construction Value Credit"
I. Contractor Cost
A. Off·Site Improvements 0 0 0 0
D. Site Work 1,700,000 0 0 1,700,000
C. Other: 0 0 0 0
D. Unit Structures (New) 6,200,000 0 0 6,200,000
E. Unit Structures (Rehab) 0 0 0 0
F. Accessory Building (s) 250,000 0 0 250,000
G. Asbestos Removal 0 0 0 0
H. Demolition 0 0 0 0
I. Commercial Space Costs 0 0 0 0
J. Structured Parking Garage 0 0 0 0
K. Subtotal A: (Sum IA .. IJ) 8,150,000 0 0 8,150,000
L. General Requirements 326,000 0 0 326,000
M. Builder's Overhead 407,500 0 0 407,500
( 5.0% Contract)
---
N. Builder's Profit 407,500 0 0 407,500
( 5.0% Contract)
O. Bonding Fee 0 0 0 0
P. Other: LOC 22,000 0 0 22,000
Q. Contractor Cost
Subtotal (Sum I K .. l P) $9,313,000 $0 $0 $9,313,000

2. Owner Costs
A. Building Permit 30,000 0 0 30,000
B. Arch.lEngin. Design Fee 200,000 '0 0 200,000
( ~/Unit)
C. Arch. Supervision Fee 50,000 0 0 50,000
( ~/Unit)
D. Tap Fees 385,000 0 0 385,000
E. Soil Borings 20,000 0 0 20,000
2009

Page 18


" Eligible Basis-Use Applicable Colurnnts):
Item (A) Cost (B) Acquisition (C) Rehab/ "70 % Present
2. Owner Costs Continued
F. Construction Loan 55,000 0 0 55,000
Origination Fee
G. Construction Interest 350,000 0 0 350,000
( 0.0% for __ 0 months)
H. Taxes During Construction 25,000 0 0 25,000
l. Insurance During Construction 35,000 0 0 35,000
J. Cost Certification Fee 8,000 0 0 8,000
K. Title and Recording 47,500 0 0 38,250
L. Legal Fees tor Closing 50,000 0 0 50,000
M. Permanent Loan Fee 70,000 0 0 0
( 0.0% )
N. Other Permanent Loan Fees 0 0 0 0
O. Credit Enhancement 0 0 0 0
P. Mortgage Banker 81,500 0 0 81,500
Q. Environmental Study 5,000 0 0 5,000
R. Structural/Mechanical Study 0 0 0 0
S. Appraisal Fee 10,000 0 0 10,000
T. Market Study 7,500 0 0 7,500
U. Operating Reserve 175,000 0 0 0
V. Tax Credit Fee 81,825 0 0 0
W.OTHER $439,554 $0 $0 $187,000
(SEE PAGE 19A)
X. Owner Cost
Subtotal (Sum 2A .. 2W) $2,125,879 $0 $0 $1,537,250

Subtotal 1 + 2 $11,438,879 $0 $0 $10,850,250
(Owner + Contractor Costs)
3. Developer's Fees 1,405,984 0 0 1,405,984
4. Owner's Acquisition Costs
Land 900,000
Existing Improvements 0 0
Subtotal 4; $900,000 $0
5. Total Development Costs
Subtotal 1+2+3+4: $13,744,863 $0 $0 $12,256,234 If this application seeks rehab credits only, in which there is no acquisition and no change in ownership, enter the greater of

appraised value or tax assessment value here: $0 Land

(Attach documentation at Tab K) $0 Building

._

2009

Page 19


Eligible Basis--Use Applicable Column(s):
[tern (A) Cost (B) Acquisition (C) Rehabl "70 % Present
W. OTHER OWNER COSTS
Contingency Reserve 0 0 0 0
(Rehab or Adaptive Reuse only)
LIST ADDITIONAL ITEMS
FF&E 25,000 0 0 25,000
Survey 25,000 0 0 20,000
Tax Credit Consultant 5,000 0 0 5,000
Lease-uE Reserve 180,000 0 0 0
Earthcrafl Certification 27,000 0 0 27,000
Syndication Legal 20,000 0 0 0
Developer Travel 10,000 0 0 10,000
VI-IDA TCAP Fee 47,554 0 0
Real Estate Consultant 100,000 0 0 100,000
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
Subtotal (Other Owner Costs) $439,554 $0 $0 $187,000 2009

Page 19A


'_

Eligible Basis--Use Applicable Column(s):
"30 % Present Value Credit"
(C) Rehab! (D)
New "70 % Present
Item (A) Cost (8) Acquisition Construction Value Credit"
5. Total Development Costs
Subtotal 1+2+3+4 13,744,863 0 0 12,256,234 6. Reductions in Eligible Basis
Subtract the following:
A. Amount of federal grant( s) used to finance 0 0
qualifying development costs
B. Amount of nonqualified, nonrecourse financing 0 0
C. Costs of nonqualifying units of higher quality 0 0
(or excess portion thereof)
D. Historic Tax Credit (residential portion) 0 0
7. Total Eligible Basis (5 minus 6 above) 0 0 o

o

o

o

12,256,234

8. Adjustment(s) to Eligible Basis (For non-acquisition costs in eligible basis) (i) For Earthcraft or LEED Certification AND 60 Bonus Points

(ii) For QCT or DDA (Eligible Basis x 30%)

o o

612,812 o

Total Adjusted Eligible basis

o

12,869,046

9. Applicable Fraction

100.0000%

100.0000%

100.0000%

to. Total Qualified Basis (Same as Part Ix-q (Eligible Basis x Applicable Fraction)

o

o

12,869,046

11. Applicable Percentage

3.29%

3.29%

9.00%

0-'01' 200i) i)\I/;) competitive credits, IlS"" the May ~O()9 applicable percentages fill" ncq.) (For 9il/O uon-competitive e; tax exempt bonds, use themost recently puhhshed rates)

12.

Maximum Allowable Credit under IRC §42 (Qualified Basis x Applicable Percentage) (Same as Part IX-C and equal to or more than credit amount requested)

$0

$0 $1,158,2141

$1,158,214 ~

Combined 30% & 70"/0 P V Credit

2009

Page 20


B. Sources of Funds

I. Construction Financing: List individually the sources of construction financing, including any such loans financed through grant sources:

Date of Date of Amount of
Source of Funds Application Commitment Funds Name of Contact Person
1. VHDA Taxable Bonds 08101109 $2,650,000 Brenda Brophy
2. VHDA Gap Financing 08/01/09 $5,500,000 Brenda Brophy
3. $0 o Commitments or letter(s) of intent attached (TAB T)

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

Interest Amortb.r.tion Term
Date of Date of Amount of Annual Debt Rate of 11It'dQtJ of
Source of Funds Application Commitment Funds Service Cost Loan IN YEARS Loan (years)
1. VHDA Taxable Bonds 08/01109 $2,650,000 $249,310 9.00% 35 35
2. VHDASPARC 08/01/09 $950,000 $65,002 6.00% 35 35
3. Crozet Housing Trust 04/01/09 $246,400 $6,264 1.00% 50 50
4. Kresge Cornm, Fdn, 04/01/09 $75,000 $1,907 1.00% 50 50
5. $0 $0 0.00% 1000 0
6. SO $0 0.00% 1000 0
Totals: $3,921,400 $322,482 "_-

o Commitments or letter( s) of intent attached (TAD T)

3. Grants: List all grants provided for the development:

Date of Date of Amount of
Source of Funds Application Commitment Funds Name of Contact Person
1. $0
2. $0
3. $0
4. $0
5. $0
6. TCAP N/A N/A $906,110
Total Permanent Grants: $906,110 o Commitments or letter(s) of intent attached (TAB T)

2009

Page 21


4. Portion of Syndication Proceeds Attributable to Historic Tax Credit

Amount of Federal historic credits $0 x Equity %

Amount of Virginia historic credits $0 x Equity %

$0.00

$0

$0.00

$0

6. Equity that Sponsor will Fund:

Cash Investment Contributed Land/Building Deferred Developer Fee Other:

$0

$0

o Assessment Attached (TAB S)

$0

$0

Equity Total

$0

7. Total of All Sources (B2 + B3 + B4 + B5 + B6)

(not including syndication proceeds except for historic tax credits)

$4,827,510

8. Total Development Cost (From VlIl-A5)

$13,744,863

9. Less Total Sources of Funds (From B7 above)

$4,827,510

10. Equals equity gap to be funded with low-income tax credit proceeds (must equal IX-D3)

$8,917,353

C. Syndication Information (If Applicable)

I. Actual or Anticipated Name of Syndicator Raymond James Tax Credit Funds

2. Contact Person ..:.R;;;.:.y..::a~n.:.H:::o~lI=an~d=--_______________ Phone ...:8..:.00.:..-..,;4.:..3.:..8-..;;8..:;,0;:;.88;;__ _

3. Street Address ..;;8...:0..:.0_;C:.;a:;.r:.;,iII:;_;io::..:n.:...P:_:a=r.:,:k..:.,:w.:,:ay"-- --:: __ -:::- ------------:=:---:7::-:-:-

City S1. Petersburg State _F_L________ Zip 33716

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

b. Equity Dollars Per Credit (c. g., $0.85 per dollar of credit)

c. Percent of ownership entity (e.g., 99% or 99.9%)

d. Net credit amount anticipated by user of credits

e. Syndication costs not included in VlIl-AS (e.g., advisory fees)

$8,917,356

$0.77

99.99%

$1,158,098

$0

5. Net amount which will be used to pay for Total Development Cost (4a-4e) as listed in Part VlIl-AS (same amount as Part IX-D3)

$8,917,356

6. Amount of annual credit required for above amounts (same amount as Part IX-D6)

7. Net Equity Factor [C5 / (C6 X 10)]

(same amount as Part IX-D4) Must be equal to or greater than 85%

$1,158,214

76.99%

8. Syndication:

9. Investors:

o Public or

o Individual or

o Private

o Corporate

o Syndication commitment or letter of intent attached (TAB 11)

2009

Page 22


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

___ I. Are any portions of the sources of funds described above for the development financed directly or indirectly

with Federal, State, or Local Government Funds? 0 Yes 0 No

If yes, then check the type and list the amount of money involved.

Below-Market Loans

0 Tax Exempt Bonds
0 RD515
0 Section 221(d)(3)
0 Section 312
0 Section 236
0 VHOA SPARC/REACH
0 HOME Funds
0 Other: Crozet Trust
0 Other: KresE:e Fdn. $0

$0

$0

$0

$0

$950,000

$0

$246,400

$75,000

Grants

o COBG

o UDAG

$0

$0

Market-Rate Loans
0 Taxable Bonds $2,650,0001
0 Section 220 $0
0 Section 221(d)(3) $0
0 Section 221 (d)(4) $0
D Section 236 $0
0 Section 223(f) $0
0 Other: $0 Grants o State D Local

o Other: TeAP

$0

$906,1101

This means grants to the partnership. If you received a loan financed by a locality which received one of the listed grants, please list it in the appropriate loan column as "other" and describe the applicable grant program which funded it.

2. Subsidized funding: list all sources offunding for points.

Documentation Attached (TAB T)

Source of funds Commitment date funds
1. Crozet Housing Trust fund - Albemarle County $246,400
2. $0
3. $0
4. $0
5. $0 ._.

3. Does any of your financing have any credit enhancement?

If yes, list which financing and describe the credit enhancement:

DYes

o No

Documentation Attached (TAD Q)

4. Other Subsidies

12] Section 8 Rent Supplement or Rental Assistance Payment

D Tax Abatement

o Other

----------------------------------------------------------------------------

5. Is HUn approval for transfer of physical asset required?

DYes 0 No

E. For Transactions Using Tax-Exempt Bonds Seeking 4% Credits:

For purposes of the 50% Test, and based only on the data entered to this

application, the portion of the basis of buildings and land financed with

tax-exempt funds is:

._

2009

Page 23


IX. ADDITIONAL INFORMATION

-----------------------------------------------------------------------------------------------

A. Extended Use Restriction

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

o This development will be subject to the standard extended use agreement which permits early termination (after the mandatory IS-year compliance period) of the extended use period.

o This development will be subject to an extended use agreement in which the owner's right to any early termination of the extended use provision is waived for 25 additional years after the 15- year compliance period for a total of 40 years. Do not select if IX.B is checked below.

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

B. NonprofitJLocal Housing Authority Purchase Option/Right of First Refusal

I. 0

After the mandatory 15-year compliance period, a qualified nonprofit as identified in the attached nonprofit questionnaire, or local housing authority will have the option to purchase

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

o Option or Right of First Refusal in Recordable Form Attached (TAD V)

Enter name of qualified nonprofit:

2. 0 A qualified nonprofit or local housing authority submits a homeownership plan committing to sell the units in the development after the mandatory 15-year compliance period to tenants whose incomes shall not exceed the applicable income limit at the time of their initial occupancy.

Do not select if extended compliance is selected in IX.A above.

o Homeownership Plan Attached (TAB J)

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

2009

Page 24

LOW-incom{

c.

Build ing#

7

9 LO II 12 13 14 15 16

2009

sing Tax Credit Application For Reservation

(

(

Buildlng-by-Bullding Information

Qualified basis must be determined on a building-by building basis. allocation request).

Q • fied B= Totals (must agree

VtIl AID)

NUMBER 30~'1) Present Value 30'% Present Value
OF Credit for Acquisition ere-die for Construction 70% Present Value Credit
TAX MARKET
CREDIT RATE Actual or Actual or Actual or
UNITS UNITS Estimate Anticipated Estimate Anticipated Estimale Anticipated
Street Qualified In-Service Applicable Credit Qualified In-Service Applicable Credit Qualified In-Service Applicable Credit
Address Basis Date Percentage Amount Basis Dale Percentage Amount Basis Date Percentage Amount
· 24 Bldg 100 640 Rio Road, Chartonesvlll $0 0.00'/0 0 SO (J.OO% 0 $3508.102 07/01112 9.00% 315.729
28 Bk4l 200 640 Rio Road, Cbarlortesvil $0 0.00'';; 0 $0 0.00% 0 $4,101.365 07/01112 9.00% 369,123
· 16 Bldg 300 640 Rio Road, Cbarlou",v;U $0 0.00% 0 $0 0.00'/0 0 $2338.306 07101112 9.00% 210.448
· 20 Bldg 400 640 Rio Road, Cbartottesvill $0 O.OO'/' 0 $0 0.00% 0 $2.921.273 07101112 s.ooss 262.915
$0 0.00% 0 $0 0.00'10 0 $0 0.00% 0
$0 0.00% 0 $0 0.00'/0 0 $0 0.00% 0
SO 0+00% 0 $0 O.OO'/' 0 $0 O.M:Q 0
$0 0.00% 0 $0 0.00'';; 0 $0 O.OO'/' 0
$0 0.00% 0 SO 0.00'/0 0 $0 0.00% 0
$0 0.00% 0 $0 0.00'/0 0 SO O.OO'/' 0
$0 0.00% 0 SO 0.00% 0 $0 O.®'D 0
$0 0.00% 0 $0 0.00% 0 $0 0.00'/0 0
$0 0.00% 0 $0 O.OO'/' 0 $0 O+(X)i!r)' 0
$0 0.00% 0 $0 0.00'';; 0 $0 0.00% 0
$0 O.ooa.- .. 0 $0 0.00'/0 0 $0 0.00'/0 0
$0 O.{JG~",;. 0 $0 0.00% 0 .$0 0.00% 0
SO I $0 I $12,869.046 I

$0 $01 $1.158,214
u u with Credit Amount Totals (must agree with VIlI-A·12j

Must Complete

Complete the section below. Building meet addresses are required by the IRS (must have them by the time of

Page 25


O. Determination of Reservation Amount Needed

The following calculation of the amount of credits needed is substantially the same as the calculation which will be made by VHDA to determine, as required by the [RC, the amount of credits which may be allocated for the development. However, VHDA at all times retains the right to substitute such information and assumptions as are determined by VHDA to be reasonable for the information and assumptions provided herein as to costs (including development fees, profits, etc.), sources for funding, expected equity, etc. Accordingly, if the development is selected by VHDA for a reservation of credits, the amount of such reservation may differ significantly from the amount you compute below.

t. Total Development Costs (from VIII-AS, Column A page 20)

$13,744,863

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

$4,827,510

3. Equals Equity Gap

$8,9[7,353

4. Divided by Net Equity Factor (VIII-C7 page 22)

(Percent of I O-year credit expected to be raised as equity investment)

76.99%

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

$11,582,137

Divided by ten years

10

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

$1,158,214

7. The Maximum Allowable Credit Amount (from V[JJ-A 12-eombined figure)

$1,158,214

(This amount must be equal to or more than 6 above)

8. Reservation Amount (Lesser of 6 or 7 above)

Credit per Unit Credit per Bedroom

13,162

$1,158,214

$1,158,214

5,791

$0

30% Pv Credit

70% PIJ Cl\"IJi't

E. Attorney's Opinion

El Attached in Mandatory TAD W)

.oal Seek Function

If you incur the error message that your reservation amount is not equal o the equity gap amount you may use the goal seek function within the Excel sprcadsheer to eliminate the error message. To use the "Goal Seek" function firs place the curser box on cell V28. Using the mouse arrow, point and click on 'Tools" on the top line and then click on the "Goal Seek" option. A box will appear with the V28 cell shown in the top space, place the cursor in the middle [box and type in the new amount that you want the equity gap to be which should be the reservation amount below, then place the cursor in the bottom space and a he bottom of the page cl ick on page 22. Then place the cursor on cell N 15 Deferred Developer Fee) and click on "OK". A message should then appear tha a solution has been found and if the amount is correct click "OK". If the amounts

are now equal the error message will disappear.

2009

Page 26


F. Statement of Owner

<- The undersigned hereby acknowledges the following:

I. that, to the best of its knowledge and belief, all factual information provided herein or in connection herewith is true and correct, and all estimates are reasonable.

2. that it will at all times indemnify and hold harmless VHDA and its assigns against all losses, costs, damages, VHDA's expenses, and liabilities of any nature directly or indirectly resulting from, arising out of, or relating to VHDA's acceptance, consideration, approval, or disapproval of this reservation request and the issuance or non issuance 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 this application once the deadline for applications has passed.

4. that this application form, provided by VHDA to applicants for tax credits, including all sections herein relative to basis, credit calculations, and determination of the amount of the credit necessary to make the development financially feasible, is provided only for the convenience of VHDA in reviewing reservation requests; that completion hereof in no way guarantees eligibility for the credits or ensures that the amount of credits applied for has been computed in accordance with IRC requirements; and that any notations herein describing IRC requirements are offered only as general guides and not as legal authority.

5. that the undersigned is responsible for ensuring that the proposed development will be comprised of qualified low-income buildings and that it will in all respects satisfy all applicable requirements of federal tax law and any other requirements imposed upon it by VHDA prior to allocation, should one be issued.

6. that, for the purposes of reviewing this application, VHDA is entitled to rely upon representations of the undersigned as to the inclusion of costs in eligible basis and as to all of the figures and calculations relative to the determination of qualified basis for the development as a whole and/or each building therein individually as well as the amounts and types of credit applicable thereof, but that the issuance of a reservation based on such representation in no way warrants their correctness or compliance with IRe 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. that reservations of credits are not transferable without prior written approval by VHDA at its sole discretion.

2009

Page 27


9. that the requirements for applying for the credits and the terms of any reservation or allocation thereof are subject to change at any time by federal or state law, federal, state or VHDA regulations, or other binding authority.

10. that reservations may be made subject to certain conditions to be satisfied prior to allocation and shall in all cases be contingent upon the receipt of a nonrefundable application fee of $500 and a nonrefundable reservation fee equal to 7% of the annual credit amount reserved.

11. that a true, exact, and complete copy of this application, including all the supporting documentation enclosed herewith, has been provided to the tax attorney who has provided the required attorney's opinion accompanying this submission, and

12. that the applicant has provided a complete list of all residential real estate developments in which the general partner(s) has (have) or had a controlling ownership interest and, in the case of those projects allocated credits under Section 42 of the IRC, complete information on the status of compliance with Section 42 and an explanation of any noncompliance. The applicant hereby authorizes the Housing Credit Agencies of states in which these projects are located to share compliance information with the Authority.

13. that the information in this application may be disseminated to others for purposes of verification or other purposes consistent with the Virginia Freedom of Information Act. However, all information will be maintained, used or disseminated in accordance with the Government Data Collection and Dissemination Practices Act. The applicant may refuse to supply the information requested, however, such refusal will result in VHDA's inability to process the application. The original or copy of this application may be retained by VHDA, even if tax credits are not allocated to the applicant.

In Witness Whereof, the undersigned, being authorized, has caused this document to be executed in its name on this _!!.. day of

Its:

(Title)

2009

Page 28

2009 LlHTC SELF SCORE SHEET:

Self Scoring Process

IrhiS worksheet is intended to provide you with an estimate of your application score based on the selection criteria described in the

._ pAP. Most of the data used in the scoring process is automatically entered below as you fill in the application. Other items ~enoted below in the green shaded cells. are items that are typically evaluated by VHDA's staff during the application review anc easibilityanalysis. For purposes of self scoring, it will be necessary for you to make certain decisions and assumptions about you application and enter the appropriate responses in the green shaded cells of this score sheet. All but two require yes/no responses n which case enter Y orN as appropriate. Item 2b pertaining to the Local CEO Letter will require one of the following responses: 'I

the letter indicates unconditional support; N - the letter indicates opposition to the project; NC - no comment from the locality, 0 any other response Which is neither unconditional support nor opposition. Item 5e1 requires a numeric value to be entered. Please emember that the score is only an estimate based on the selection criteria using the reservation application data and the esponses you've entered on this score sheet. VHDA reserves the right to change application data and/or score sheet respcnses where appropriate, which may change the final score.

Score
Yor N 0
YorN 0
YorN 0
YorN 0
Yor N 0
Yor N 0
YorN 0
YorN 0
Y, N. N/A 0
0.00
N a or 40 0.00
Y o or 40 40.00
40.00
o or -50 0.00
o or 25 or 50 50.00
o or 30 30.00
a cr s 0.00
o or 10 10.00
Up to 40 3.59
o or 20 0.00
o or 10 10.00
o cr zs 0.00
o or 15 0.00
103.59
Up to 100 100.00
Up to 60 60.00
y- O or 50 50.00
N o or 30 0.00
N o or 15 0.00
Y10 0,100r20 10.00
y o or 30 30.00
Y o or 25 25.00
Up to 15 4.09
Up to 20 4.80
283.89
Y. o or 15 15.00
27:2'7% Up to 15 15.00
30.00
a or 50 50.00
a or 10 0.00
a or -50 0.00
o or -15 0.00
o or-x 0.00
a or -10 0.00
o or-25 0.00
o or 10 10.00
60.00 MANDATORY ITEMS:

a. Signed, completed application

b. Duplicate copy of application

c. Partnership agreement

d. SCC Certification

e. Previous participation form

f. Site control document

g. Architect's Certification

h. Attorney's opinion

i. Nonprofit questionnaire (if NP)

1. READINESS:

a. Plan of development

b. Zoning approval

Total:

2. HOUSING NEEDS CHARACTERISTICS:

a. VHDA notification letter to CEO

b. Local CEO letter

c. Location in a revitalization area

d. Location in a Qualified Census Tract

- e. Sec 8 or PHA waiting list preference

f. Subsidized funding commitments

g. Existing RD, HUD Section 8 or 236 program

h. Tax abatement or new project based rental subsidy (HUD or RD)

i. Census tract with <10% poverty rate, no tax credit units

j. Development listed on the Rural Development Rehab Priority List Total

(Y,NC,N)

3. DEVELOPMENT CHARACTERISTICS:

a. Unit size {See calculations below)

b. Amenities (See calculations below)

c. Project subsidieslHUD 504 accessibility for 5 or 10% of units

or d. HCV payment standardlHUD 504 accessibility for 5 or 10% of units or e. HUD 504 accessibility for 4% of units

f. Proximity to public transportation

g. Development will be Earthcraft or LEED certified

h. VHDA Certified Property Management Agent

i. Units constructed to meet VHDA's Universal Design standards

j. Developments with less than 100 units Total

4. TENANT POPULATION CHARACTERISTICS:

a. -ce 20% of units having 1 or less bedrooms

b. Percent of units with 3 or more bedrooms Total

5. SPONSOR CHARACTERISTICS:

a. Developer experience - 3 developments with 3 x units or 6 developments with 1 x units

or b. Developer experience - 1 development with 1 x units

c. Developer experience - uncorrected major violation

d. Developer experience - noncompliance

e1. Developer experience - did not build as represented e2. Developer experience - termination of credits by VHDA

f. Management company rated unsatisfactory

g. LEED accredited design team member Total

6. EF.!iIWIENT USE OF RESOURCES:

7. BONUS POINTS:

a. Unils with rents at or below 40% of AMI

b. Units with rent and income at or below 50% of AMI or c. Units with rents at or below 50% rented to tenants at or below 60% of AMI

or d. Units in Low Income Jurisdictions with rents <= 50% rented to tenants with <= 60% of AMI

e. Extended compliance 35 Years

or f. Nonprofit or LHA purchase option

or g. Nonprofit or LHA Home Ownership option Total

a. Credit per unit

b. Cost per unit

Total

If #NIA or #REF! appears inti", score C olumn of H1~S~ 110int CO'090(;"5 cneck spelling of Clork',. Office on P91. It must Ill.toll "X~ctly with the Jurisdiction names listed In the Application Manu~l.

25% 100% 100% 100%

N N

500 Point Threshold - 9% Credits

475 Point Threshold - Tax Exempt Bond Credits

Unit SI1e Calculations:

High Sq.Ft. IBDRM Low Sq.Ft.1 BDRM Project Sq.Ft. I BORM Percentage of Units Points per Bedroom

High Sq. FU BDRM Low Sq.Ft.1 BDRM Project Sq.Ft.1 BDRM Percentage of Units Points per Bedroom

High Sq.Ft. I BDRM Low Sq.Ft. I BORM Project Sq .Ft.1 BORM Percentage of Units Points per Bedroom

High Sq.Ft. I BDRM Low Sq.Ft.1 BDRM Project Sq.Ft. I BDRM Percentage of Units Points per Bedroolll

Amenltl81l:

All units have:

All elderly unus have:

TOTAL SCORE:

E-AS LVG E-EFF E-1 BDRM E-Z BPRM
0 0 0 0
a a 0 a
a a 0 0
0.00% 0.00% 0.00% 0.00%
0.00 0.00 0.00 0.00 F-EFF-G F-1 BDRM-G F-2 BDRM-G F-3 BORM-G
a a 1,050 1.175
a 0 840 940
a a 1.082 1.264
0.00% 0.00% 72.73% 27.27%
0.00 0.00 72.73 27.27 F-4 BDRM-G F-2 BDRM-TH F-3 BDRM-TH F-4 BDRM-TH
0 a 0 0
0 a 0 0
a a 0 a
0.00% 0.00% 0.00% 0.00%
0.00 0.00 0.00 0.00 1 STELD-EFf 1 ST ELD-1 BDRM 1 ST ELD-2 BDRM
a 0 0
a 0 0
0 0 a
0.00% 0.00% 0.00%
0.00 0.00 0.00 Up to 180 Up to 75

61.53

21.21

82.74

Up to 10 Up to 50 Up to 25 Up to 50 40 or 50

o or so

o Dr 5

10.00 50.00 0.00

0.00

50.00

0.00

0.00

110.00

710.22

If you do not rocolve a numeric pO~l1t value in tliG unit slze catculations, ploasc

chf!Ck the vatues entered 01'\ page 8, C 1. ThesE;! must be whale number numeric valU0s only. Also check p.g~ 1. item 3.

the number of units must be either ilewt

Mapl or roilao only. Combinations do

.. 1_T_o_ta_I_U_n_i_t_S_i1_e_p_o_in.;.;ts.;.;..: 1_0_0_.0_0 ... 1 not calculate correctly.

a. 1.5 or 2 Bathrooms

b. Community Room

c. Brick Walls

d. KHchenlLaundry Appl-Energy Star

e. Windows-Energy Star

f. HeatlAC-SEER-AFUE

g. Sub-metered water expense

h. Low flow faucets & sbowerneads

i. High speed cable, OSL, wireless internet

j. Water heaters meet EPA Energy Star requirements

'100.00%

36.00%

Total

a. Front-control ranges

b. Emergency call system

c. Independentlsuppl. heat sou rce

d. Two eye viewers

Total

All rehab or adaptive reuse units:

b. Historic structure

'._

2009

Total amenities:

15.00 5.00 7.20 5.00 5.00

10.00 5.00 3.00 1.00 2&2.

21.12.

0.00 0.00 0.00 0.00 0.00

0.00

$ISF· 1 $123.341

CredkolSF·

[]I!!JCon •• $I"nk •

If an ERHOR messagE! appeara here check spemflg of Clcr"' .. 's omce '011 p-g 1. Lt must matr.h exacnv with the Jurisdic1ion names

Heted i A I' M I

TYPE OF PROJECT LOCATION

TYPE OF CONSTRUCTION

FAMILY -11000; ELDERLY -12000

BEL T.100; NVM.11 D: NVNM.200~ RIC:.:300; TID~OO: SMA=I5DD: SMA..c=151 D; RUR:a:600 N C'I; ADPT'2;REIiAB(25.000~1=3; REIiAB(15.000-25.000,'"

tete In the '1pp".e;:,MIOIl enuat.
ELDERLY
A5LVG EFF·E 1 BR-E 2BR.E EFF·E·1 ST 1 BR-E·l ST 2 BR·E·l ST
AVG UNIT SIZE 0 0 0 0 0 0 0
NUMBER OF UNITS 0 0 0 0 0 0 0
PARAMETER-(COSTS=>25.000) 0 0 0 0 0 0 0
PARAMETER-(COSTS<25.000) 0 0 0 0 0 0 0
COST PARAMETER 0 0 0 0 0 0 0
PROJECT COST PER UNIT 0 0 0 0 0 0 0
PARAMETER.(CREDITS=>25.000) 0 0 0 0 0 0 0
PARAMETER·(CREDITS<25.000) 0 0 0 0 0 0 0
CREDIT PARAMETER 0 0 0 0 0 0 0
PROJECT CREDIT PER UNIT 0 0 0 0 0 0 0
COST PER UNIT POINTS 0.00 0_00 0.00 0.00 0.00 0.00 0.00
CREDIT PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00

FAMILY
EFF-G 1 BR-G 2BR-G 3 BR-G 4 BR-G 2 BR-TH 3BR-Ttl 4BR-TH
AVG UNIT SIZE 0 0 1,082 1.264 0 0 0 0
NUMBER OF UNITS 0 0 64 24 0 0 0 0
PARAMETER-(COSTS=>25.000) 0 0 166.344 210.766 0 0 0 0
PARAMETER·(COSTS<25.000) 0 0 0 0 0 0 0 0
COST PARAMETER 0 0 166.344 210.766 0 0 0 0
PROJECT COST PER UNIT 0 0 133.501 155.867 0 0 0 0
PARAMETER·(CREDITS=>25.000) 0 0 21.131 23.647 0 0 0 0
PARAMETER-(CREDITS<25.000) 0 0 0 0 0 0 0 0
CREDIT PARAMETER 0 0 21.131 23.647 0 0 0 0
PROJECT CREDIT PER UNIT 0 0 13.745 16.048 0 0 0 0
COST PER UNIT POINTS 0.00 0_00 1~.BB ~.33 0.00 0.00 0.00 0.00
CREDIT PER UNIT POINTS 0.00 0.00 45.76 15_78 0_00 0.00 0.00 0.00 TOTAL COST PER UNIT POINTS

21.21

_.

TOTAL CREDIT PER UNIT POINTS

61.53

Coat Parameter8 P Elderl
ASLVG EFF-E 1 SFI-E 2 SR-E EFF-E.18T 1 SR-E·l 5T ZBR-E-15T
Standard Cost Paremeter - low nae 0 0 0 0 0 0
Parameter AdJl.Istment - mid rise 0 0 0 0 0
Parameter Adjustment r high rise 0 0
Adju.t.d Cost Panlrnliilt ... 0 0
Credit Parameters _ Elden
ASLVG EFF-E 1 BR·E 2BR-E EFF-E-1 ST 1 SR-E-l 8T 2 BR-E-1 5T
Standard Credit Parameter - low rise 0 0 0 0
pereneter Adju-e.tment - mid rise 0 0 0
Parameter Adjustment - high rise 0 0 0
Adj ... tL .... d Cl'l'ldit P .. r.mllUr 0 0
COllt Parameter. • Fam,1
EFF-G 1 BR-G 2 BR-G 3BR-G 4BR-G 2 SR·TH 3BR·TH 4BR·TH
Standard Parameter ~ low rise 0 188.344 210.766 0 0 0 0
Parameter Adjustment ~ mid rise 0 0 0 0 0
Parameter Adjustment - high rise 0 0 0 0
Adjusted Cost P .. rameter 188.344 210.766 0
Crlldh P.rameters - F.mlly
EFF-G 1 BR-G 2 BR-G 3 BR-G 4BR-G 2BR·TH 3 BR-TH 4 BR-TH
Standard Credit Parameter -tcw lise 21.131 23.647 0 0 0
Paremeter Adjl,l5hnant - mid rise 0 0 0 0 0
Parameter Adjustment - high rise 0 0
Adj ... swd Credit Panma1.r 0 21.131 23.647 _.

2009

TAB A

(Documentation of Development Location)

TABA.l

(Qualified Census Tract Certification)

TABA.2

(Revitalization Area Certification)

COUNTY OF ALBEMARLE

Office of County Executive

401 McIntire Road Charlottesville, Virginia 22902-4596 (434) 296-5841 FAX (434) 296-5800

REVITALIZATION AREA CERTIFICATION

May 4, 2009

Mr. Jim Chandler

Virginia Housing Development Authority 601 South Belvidere Street

Richmond, Virginia 23220

VHDA Tracking Number:

Development Name:

Development Jurisdiction:

N arne of Owner! Applicant:

2009-Z-130

Treesdale Park

Albemarle County

Treesdale, LP

Dear Mr. Chandler:

I certify that the above-referenced development is located in a Revitalization Area in my jurisdiction. A "revitalization area" is any area that is (i) either (1) blighted, deteriorated, deteriorating or, ifnotrehabilitated, likely to deteriorate by reason that the buildings, improvements or other facilities in such area are subj ect to one or more of the following conditions- dilapidation, obsolescence, overcrowding, inadequate ventilation, light or sanitation, excessive land coverage, deleterious land use, or faulty otherwise inadequate design, quality or condition, or (2) the industrial, commercial or other economic development of such area will benefit the city or county but such area lacks the housing needed to induce manufacturing, industrial, commercial, governmental, educational, entertainment, community development, health care or nonprofit enterprises or undertakings to locate or remain in such area; and (ii) private enterprise and investment are not reasonably expected, without assistance, to produce the construction or rehabilitation of decent, safe and sanitary housing and supporting facilities that will meet the needs of low and moderate income persons and families in such area and will induce other persons and families to live within such area and thereby create a desirable economic mix of residents in such area.

I 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 Plan.

Sincerely,

,

-

bert W. Tucker, Jr. e unty Executive

RWT,Jr/dbm 09.013

Location Map

'_

-

l-Sch"ols

2- Shopping Center

3- Meadow Creek Parkway 4- Library. Post Office, Police 5- Medical Facilities

MapA

Treesdale Park Apartments Site and Setting

Surveyor's Certification of Proximity To Public Transportation

220 EAST HIGH STREET CHARLOTTESVILLE. VIRGINIA 22902 434 • 296 • 6942

FAX 434·295 • 7540

LAND SURVEYORS • LAND PLANNERS

DATE: May 12,2009

TO: Virginia Housing Development Authority 601 South Belvidere Street

Richmond, VA 2322Q,.6500

RE: 2009 Tax Credit Reservation Request

Name of Development: ~T~r;..:;:e...;;;es..:o.d'7a-:-le----:-P--::a:-rk _

Name of Owner: _T~re;..:;:e~s~da~l~e~,L~P __

Gentlemen:

This letter is submitted to you in support of the Owner's Application for Reservation of Low Income Housing Tax Credits under Section 42 of the Intemal Revenue Code of 1986, as amended.

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

o 2,640 feet or Y2 mile of the nearest access point to an existing commuter rail, light rail or subway station; or

x

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

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

Latitude Longitude
Main Street Boundary Entrance to Property 38.053441 -78.461445
Transportation Access 38.053738 -78.461309 Kirk Hughes and Associates

Finn Name

By: Jeffrey A. Dise ~a ~
I
Its: Land Surveyor
Title '-

KIRK HUGHES & ASSOCIATES

JAUNT, Inc.

104 Keystone Place Charlottesville, VA 22902-6200

Joyce Dudek

AHIP Associate Director for Housing Development 2127 Berkmar Drive

Charlottesville, Va. 22901 May 11,2009

Dear Joyce:

JAUNT would be happy to work with AHIP to provide transportation services for residents in the proposed Treesdale Project. As you know, JAUNT has a fleet of over 60 vehicles and currently provide service that links with CTS routes throughout the area. JAUNT is a regional transportation system for Charlottesville and the surrounding counties. It is owned by the local governments it serves and uses local, state, and federal funds to supplement fares.

We look forward to working with you to provide possible transportation services for Treesdale residents. Please let me know how we can best meet the needs of AHIP's clients to ensure that this worthy project becomes a reality.

Donna Shaunesey Executive Director

Phone: (434) 296-3184, (800) 36JAUNT • Fax: (434) 296-4269 • www.ridejaunt.org Ride with a Star

AHIP~

,-. Albemarle Housing Improvement Program

2127 Berkrnar Drive

Charlottesville

Virginia

22901

May 11, 2009

Telephone: 434.817.2447

Facsimile:

William N. Park T reesdale LP

1821 Avon Street, Suite 200 Charlottesville, Va. 2290

434.973.3730

RE: Treesdale Park

www.ahipva.org ahip@ahipva.org

Dear Mr. Park,

On December 12, 2007 the Albemarle County Board of Supervisors approved the rezoing application for our Treesdale Park development. As you know we worked extensively with the County, the adjoining property owner, and the neighbors to create an affordable, sustainable, and effective project. The rezoning application includes proffers regarding road improvements and internal connections, atfordability, sustainable design, and a Transit Reservation Area.

The proffers require us to set aside a transit and shelter reservation area for a bus pull-off from Rio Road within the northeast portion of our site as shown on the Application Site Plan, This area will provide the bus stop and transit shelter for future fixed route bus service associated with the Charlottesville Transit Service (CTS).

The Charlottesville Transit Service currently serves the City of Charlottesville and the urban area of Albemarle County with public bus service. JAUNT is a regional transportation system serving Charlottesville. Albemarle, and the surrounding counties, JAUNT is owned and funded by the localities it serves and provides subsidized service for disabled individuals, among other services. AHIP has been working with JAUNT (see attached letter) to provide transportation options for Our Treesdale residents. We have surveyed our existing tenants at similar rental developments to determine the need and extent of use for this type of service. Over the next few months we will be discussing with the JAUNT staff various levels of service that best suit our expected needs.

We look forward to working with you on the development of Treesdale Park and appreciate your commitment to affordable housing.

~~

Theresa L, Tapscott AHIP Executive Director

~ Virginia Contractor's Class A Ucense No. 2705 024766A

TABB

(Partnership or Operating Agreement)

(

(

Treesdale, LP

General Partner

Limited Partner

T reesdale Realty Partners L.L.C. 0.01%

(

I

I

William Park 49.9950%

Member/Manager

Bluestone Land, LLC 100%

Member j Managers

I ~......__I__,

William Park 500/0

Richard Park 500/0

I

Richard Park 49.9950%

Rhoda L. Raymond· Richmond Office (804) 171-9563 • rraymond@hf-Iaw.com

The Edgeworth Building 2tOO East Cary Street Richmond, VA 23223-7078 Telephone: 804-771-9500 Fax:804~~957

Mailing Address:

Post Office· Box SOO Richmond, VA 23218-0500

Fredericksburg Office:

725 Jackson Street, Suite 200 Fredericksburg, VA 22401-5720 Telephone: 540-372-3515

Fax: 540-372-3941

www.hf-law.com

HIRSCHLER FLEISCHER

A PROFESSIONAL CORPORATION

A T TOR N E Y SAT L A·W

May 12. 2009

WAE-MAIL

Virginia Housing Development Authority 601 S. Belvidere Street

Richmond, VA 23220-6500

Re: Chronology of Corporate Documentation for Treesdale, LP

Dear Ladies and Gentlemen:

.~

Our finn represents Treesdale, LP and its underlying principals, William and Richard Park. Our clients have asked us to provide you with a chronology of the corporate documentation for the proposed borrower, Treesdale, LP, a Virginia limited partnership and its sole general partner, Treesdale Realty Partners L.L.C.

On December 7,2006, Top Dog Development Corporation and Joyce Dudek formed Treesdale, LP at the State Corporation Commission and executed that certain Agreement of Limited Partnership of Treesdale, LP, designating Top Dog Development Corporation as the general partner with a 0.01 % partnership interest and Joyce Dudek as limited partner with a 99.99% interest.

On April 28. 2009, Bluestone Land. L.L.C. formed Treesdale Realty Partners L.L.C .. a Virginia limited liability company at the State Corporation Commission and executed that certain the Operating Agreement for Treesdale Realty Partners L.L.C., in which Bluestone Land, L.L.C. is the sole member.

On May 4, 2009, Top Dog Development Corporation assigned its 0.01 % partnership interest in Treesdale, LP to Treesdale Realty Partners L.L.C. and Joyce Dudek assigned Y2 of her 99.99% partnership interest in Treesdale, LP to William N. Park and the other V:! of her 99.99% partnership interest to Richard A. Park

On May 7, 2009, Treesdale Realty Partners L.L.C., William N. Park and Richard A. Park entered into that certain Amended and Restated Agreement of Limited Partnership dated May 7, 2009 and filed an amendment to the Certificate of Limited Partnership for Treesdale, LP

'_

,

•• :"1 ..

HIRSCHLER FLEISCHER

.changing the general partner of Treesdale, LP from Top Dog Development Corporation to Treesdale Realty Partners L.L.C.

Feel free to contact me if you have any questions or comments.

Enclosures

cc:

Mr. William Park (via e-mail)

#2559306 v 1 020538.02570

Page 2

i' :

r.

;._"

AMENDED AND RESTATED AGREEMENT

OF

LIMITED PARTNERSHIP OF TREESDALE, LP

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is made this 7th day of May 2009, by and among TREESDALE REALTY PARTNERS L.L.C., a Virginia Limited Liability Company ("Treesdale"), William N. Park, and Richard A Park (collectively, the "Partners").

RECITALS

This Agreement of Limited Partnership replaces in its entirety that certain agreement of Limited Partnership of Trees dale, LP dated December 7, 2006.

AGREEMENT

1. ORGANIZATION OF P ARTNERSHlP PERCENTAGES: The parties hereto hereby form

a limited partnership (the "Partnership") under the Virginia Revised Uniform Limited Partnership Act, as amended (the "Act"). The rights, duties and obligations of the Partners shall be governed by the Act, except as otherwise provided in this Partnership Agreement. General and Limited Partners and their respective percentages in the capital, income, profit, loss and credit of the Partnership ("Percentage") are set forth below:

GENERAL PARTNER

PERCENTAGE

TREESDALE REALTY PARTNERS L.L.C.

0.01%

LIMITED PARTNERS

William N. Park Richard A. Park

49.9950% 49.9950%

2. NAME: The name of the Partnership shall be Treesdale, LP

3. PURPOSE: The Partnership is formed to (i) acquire, own, develop, maintain, operate,

improve, lease, mortgage, sell exchange and otherwise deal with +/- 6.6 acres of real estate located at 620- 640 Rio Road East in Albemarle County, Virginia (the "Property"), and (ii) engage in any and all activities incidental to or related to the foregoing, upon and subject to the terms and conditions of this Partnership Agreement.

1

4. SPECIFIED OFFICE AND PLACES OF BUSINESS; REGISTERED AGENT & OFFICE:

-

(a) The address of the office of the Partnership in which the records of the Partnership, including those required to be maintained by 50-73.8 of the Act, shall be kept initially at 1821 Avon Street, Suite 200, Charlottesville, Virginia 22902 (the "Specified Office"). The Partnership also shall conduct business pursuant to the provisions of this Partnership Agreement.

(b) The registered agent of the Partnership is William N. Park, who is a member of Treesdale, a limited liability company that is the General Partner of the Partnership. The address of the registered agent is 725 Garthtield Land, Charlottesville, Virginia 22901, which is located in the County of Albemarle, Virginia.

5. CERTIFICATES: Treesdale shall prepare and file any required amendments to the

Partnership's limited partnership certificate, and all assumed or fictitious name and other certificated required by law. Treesdale shall not be required to deliver or mail to the Limited Partners a copy of any certificate of limited partnership, or amendment thereto, but copies of such certificates, and any amendments thereto, shall be maintained at the Specified Office and shall be available for inspection and copying by the Limited Partners during the ordinary business hours of the Partnership.

6. CAPITAL ACCOUNTS: A separate capital account shall be maintained for each Partner

in accordance with the rules described in Treasury Regulations Section 1.704-1 (b) (2) (iv).

7. CAPITAL CONTRIBUTIONS:

(a) Each of the Partners has contributed to the capital of the Partnership the amount of

cash set forth opposite his name on Schedule A.

(b) TI1e Partners shall not be required to make any additional capital contributions,

except as required by Sections 7(e) and 14 (d).

(c) No Partner shall have the right to require the return of all or any part of his capital,

or to receive interest with respect thereto. No Partner shall have the right to receive property other than cash upon the liquidation of the Partnership or his interest in the Partnership.

(d) The General Partner shall not be liable for the return of the capital contributions of

the Limited Partners and, upon termination of the Partnership, the Limited Partners shall look solely to the assets of the Partnership (including any contributions required by Section 14 (d) for the return of their capital contributions.

(e) If the Partnership is allocated credits from the Virginia Housing Development

Authority as requested in its application to the Virginia Housing Development Authority for reservation of 2009 low-income housing tax credits dated May 15th, 2009, the Partners shall be obligated to contribute, in proportion to their Percentages, cash in the amount of $99.00. The timing of any such contributions shall be determined by the General Partner in its sole discretion.

2

8. LOANS: If a Partner loans money to the Partnership for the conduct of partnership

business, such loan shall not be deemed a capital contribution, shall bear interest as agreed and shall be repaid as a debt of the Partnership.

9. PROFITS, LOSSES AND CREDITS:

(a) The net profits, net losses and credits of the Partnership for any period (except for

the profits and losses upon dissolution, which shall be governed by Section 14) shall be credited, charged or allocated to the capital accounts of the Partners in accordance with their respective percentages.

(b) Partnership profits, losses, and credits shall be determined in accordance with

federal income tax accounting principles as modified by Treasury Regulations Section 1.704- I (b)(2)(iv). All allocations of profits, losses and credits (and shall be identical to all allocations of such items set forth in this Section 9, except as otherwise required by Section 704 (c) of the Internal Revenue Code of 1986, as amended (the "Code"), and Section 1.704-1(b)(4) of the Treasury Regulations.

(c) It is the intent of the Partners that the allocations of profits and losses under this

Agreement have "substantial economic effect" (or be consistent with the Partners' interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704 (b) of the code and the Treasury Regulations thereunder. This Agreement shall be interpreted in a manner consistent with that intent.

10. CASH DISTRIBUTIONS: Any cash not reasonable required for the operation of the

business of the Partnership or for Partnership reserves (other than proceeds upon dissolution, which shall be governed by Section 14) shall be promptly distrusted to the Partners in accordance with the respective Percentages. A Partner shall not have the right to receive, and the General Partner shall not have the right to receive, and the General Partner shall not have the right to make, a distribution to the extent the, after giving effect to the distribution, the liabilities of the Partnership, other than liabilities to the Partners on account of their Partnership interests, exceed the fair value of the Partnership's assets at the time of the distribution.

11. MANAGEMENT:

(a) Except as otherwise provided in this Partnership Agreement, Treesdale shall have

complete power and authority to manage and operate the partnership and make all decisions affecting its business and affairs. Without limited the generality of the foregoing, and except as limited, restricted or prohibited by the express provisions of this Partnership Agreement, Treesdale shall have and may exercise on behalf of the Partnership all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes, business and objectives of the Partnership, including, without limitation, the powers and rights to:

(i) take all action with respect to the Property;

(ii) borrow money on behalf of the Partnership and repay the same, in whole

or in part, at any time or from time to time;

._

3

(iii) establish investment accounts for the Partnership and deposit funds in and

withdraw funds from such accounts;

(iv) institute and defend actions at law or in equity on behalf of the

Partnership; assign, transfer, pledge, compromise or release any claim of or debt due the Partnership; and consent to arbitrate any disputes or controversies of the Partnership;

(v) engage and retain accountants, lawyers and other professional persons to

perform services for the Partnership, and purchase such goods and other services as may be required to conduct the business of the Partnership.

(vi) designate additional places of business of the Partnership; and

(vii) enter into such contracts and other documents and perform such other acts

as may be necessary to further the business of the Partnership.

(b) The Limited Partners shall not take part in the management of, nor transact any

business for, the Partnership, nor shall they have power to sign for or to bind the Partnership. A Limited Partner shall have no right or power to cause the dissolution of the Partnership and shall have no right or power to institute a proceeding for judicial dissolution. No Limited Partner shall have the right to bring an action for partition against the Partnership. Dissenting Limited Partners shall have no right to have their interests appraised and redeemed. No Limited Partner shall, in his capacity as such, be personally liable for any expense, liability, or obligation of the Partnership, except to the extent of his interest in the Partnership and for his obligation to return distributions made to him under certain circumstances as required by the Act.

(c) No person dealing with the Partnership shall be required to inquire into the

authority of Treesdale to take any action or to make any decision. All expenses incurred by Treesdale in managing and conducting the business of the Partnership shall be charged to or reimbursed by the Partnership.

(d) Treesdale shall devote such time to the Partnership as they deem necessary to

conduct the Partnership business in an efficient manner.

(e) Treesdale shall not be liable in damages or otherwise to the Partnership or any

Partner for any action performed or omitted in good faith on behalf of the Partnership within the scope of the authority conferred upon them herein and for a purpose reasonably believed by them to be in the best interests of the Partnership, unless such action or omission was a result of fraud or constituted willful misconduct or gross negligence.

(f) The Partnership shall indemnify and hold harmless each member of Trees dale from

and with respect to any loss, expense or cost resulting from or attributable to any suit or proceeding (civil, criminal, administrative or investigative) instituted or threatened against Treesdale by reason of the fact that it is or was serving as General Partner or resulting from any action or omission if, under the provisions of Section ll(e), Treesdale is not liable with respect to such action or omission. No Limited Partner shall have any personal liability therefor.

4

12. TRANSFER OF INTEREST:

(a) No Partner shall sell or otherwise transfer, or encumber, all or any part of his

interest in the Partnership without prior written consent of Treesdale. Any action in violation of this paragraph shall be null and void, except as otherwise provided by law.

(b) The Partnership shall be entitled to treat each Limited Partner as the absolute

owner of its Partnership interest in all respects, and shall incur no liability for distributions of cash or other property made in good faith to it, until such time as a written instrument of sale, assignment or other transfer of his interest has been received and accepted by the Partnership and recorded in its books. Unless and until the transferee of an interest in the Partnership is admitted as a Partner, the transferee shall be entitled only to receive the share of Partnership profits, losses, credits and cash distributions attributable to his interest, and shall have none of the other rights of a Partner under this Partnership Agreement.

(c) If a Partner transfers any part or all of his interest in the Partnership, and the

transferee is admitted as a substitute Partner, the distributive shares of the various items allocable among the Partners during the taxable year in which the transfer occurs shall be allocated between the transferor and the substitute Partner based on any reasonable method selected by Treesdale that is permitted under the applicable provisions of the Code.

13. VOLUNTARY WITHDRAWAL OF A PARTNER: Each Partner agrees not to withdraw

voluntarily from the Partnership except in connection with a transfer of his entire interest in the Partnership on the terms permitted by this Partnership Agreement.

14. DISSOLUTION, WINDING UP AND TERMINATION:

(a) The Partnership shall be dissolved:

(i) upon the dissolution or liquidation of Treesdale.

(ii) upon the occurrence of any event resulting in the dissolution of the

Partnership under the Act, unless the partnership is otherwise continued in accordance with the Act; or

(iii) on December 31, 2059.

(b) Upon dissolution, the business of the Partnership shall be wound up by Treesdale

or by a representative designated by it (the "Liquidating Representative"), who shall proceed with reasonable promptness to liquidate the business and assets of the proceeds from liquidation of partnership assets shall be applied in the following order of priority:

(i) to creditors of the Partnership, including Partners who are creditors, in the

order of priority provided by law;

(ii) to the creation of such reserves for contingencies as Treesdale or the

Liquidating Representative may deem necessary or advisable; and

(iii) to the Partners with positive capital accounts in the ratio of their respective

positive capital accounts to the sum of all positive capital accounts.

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5

Any distributions pursuant to this Section 14 shall be made on or before the end of the Partnership's taxable year in which the liquidation occurs (or, if later, within 90 days after the liquidation).

(c) The net profits and net losses incurred in the winding up of the affairs of the

Partnership (including profits and losses incurred in connection with the disposition of assets in liquidation) shall be credited or charged to the Partners' capital accounts in accordance with their respective Percentages prior to distributing the proceeds of liquidation pursuant to Section 14 (b). Treesdale or the Liquidating Representative, as the case may be, may determine whether and to whom properties should be distributed in kind rather than liquidated. The value of property distributed in kind shall be determined by a qualified independent appraiser selected by Treesdale or the Liquidating Representative. Any property distributed in kind shall be treated as though the property were sold for its appraised value at the time of distribution and the cash proceeds were distributed. The difference between the appraised value of property distributed in kind and its book value shall be treated as a profit or a loss on sale of the property and shall be credited or charged to the Partners' capital accounts in accordance with their interest in such profits or losses.

(d) If any Partner has a negative balance in its capital account following a liquidation

of the Partnership (as determined after taking into account all capital account adjustments resulting from Partnership operations and dispositions of Partnership property), that Partner shall contribute to the Partnership an amount of cash equal to such negative balance and such cash shall be distributed by the Partnership to the Partners with positive capital accounts in proportion to their positive balances or to creditors, if any. Such contributions shall be made by the end of the taxable year in which the liquidation occurs (or, iflater, within 90 days after the date of the liquidation).

(e) Notwithstanding anything to the contrary herein, all actions and determinations

taken or made pursuant to this Section shall be taken or made as required by Section 704(b) of the Code and the Treasury Regulations thereunder, or in a manner consistent therewith.

15. FISCAL AND TAXABLE YEAR; BOOKS, RECORDS: Both the fiscal year and the

taxable year of the Partnership shall be the calendar year. The Partnership shall keep complete

books of account at the Specified Office of the Partnership which shall be open to examination by

the Partners or their authorized representatives during normal business hours. The books shall be

kept on an accrual basis.

16. TAX MATTERS:

(a) Treesdale shall prepare, or cause to be prepared, a federal any required state and

local income tax returns for the Partnership for each taxable year of the Partnership. Treesdale in its sale discretion may make any available tax elections. As soon as possible after the end of each year of the Partnership, Treesdale shall send to each person who was a Limited Partner at any time during such year such tax information, including, without limitation, a federal tax Schedule K-l, as shall be reasonably necessary for the preparation by such person of his federal income tax return.

(b) In the event of an audit of Partnership income tax return, Treesdale shall, at the

expense of the Partnership, participate in, and retain accountants and other professionals to participate in, the audit and may contest assertions by the auditing agent that may be adverse to the Partners and the Partnership. Treesdale shall be entitled to make all decisions concerning such audit. For the purposes of Section 6231 of the Code, Treesdale shall be the Partnership'S "tax matters partner."

6

17. BANKING: The Partnership shall maintain such bank account or accounts as Treesdale

may determine. TIle funds in such accounts shall be used solely for the business of the Partnership, and all withdrawals therefore shall be made upon checks signed by Treesdale.

18. NOTICES: All notices required to be given pursuant to this Partnership Agreement shall

be in writing and shall be deemed to have been given when transmitted by U.S. Mail (receipt confirmed in writing) or when delivered personally to any Partner at its address shown upon Schedule A (or such other address as it may have furnished to the Partnership in writing from time to time), and to the Partnership its Specified Office at such time.

19. OTHER VENTURES: Any of the Partners may engage in or possess an interest in other

business ventures of every nature and description, independently or with others, and neither the Partnership nor any of the Partners shall have any rights by virtue of this partnership Agreement in and to such independent ventures or the profits derived from them.

20. SEVERABILITY: The invalidity or unenforceability of any provision of this Partnership

Agreement in any particular respect shall not atfect the validity or enforceability of any other provision of this Partnership Agreement or of the same provision in any other respect.

21. THrRD PARTIES: The agreements, covenants and representations contained herein are

for the benefit of the parties hereto and are not for the benefit of any third parties including, without limitation, any creditors of the Partnership.

22. AMENDMENTS: This Partnership Agreement is subject to amendment only by the

written consent of a Majority in Interest of the Partners. However, notwithstanding any other provision in this Partnership Agreement, no amendment shall, without the consent of the partners thereby affected, enlarge the obligations of any Partners, modify the limited liability under the Act of the Limited Partners or alter the Allocations or distributions to any partners. The consent of all of the Partners shall be required to amend this Section 22.

23. POWER OF ATTORNEY: Each Limited Partner hereby makes, constitutes and appoints

Treesdale, with full power of substitution, its true and lawful attorney-in-fact, who may act for it to sign and acknowledge, swear to, file and record, any amendments to this Partnership Agreement between the undersigned and other persons or parties who (together with the undersigned) shall constitute the partners of the Partnership, and for the further purpose of executing and filing on behalf of the undersigned, any and all certificates of limited partnership, or amendments thereto, or other documents necessary to establish the Partnership or to effect the continuation of the Partnership, the admission of additional or substitute partners, or the dissolution or termination of the Partnership, provided such establishment, continuation, admission, dissolution or termination arc in accordance with the terms hereof, and for the further purpose of executing and, if necessary, filing all such other instruments, documents and certificates which may from time to lime be required by the laws of the Commonwealth of Virginia, the United States of America, or any other jurisdiction in which the partnership shall determine to do business, or any political subdivision or agency thereof.

The foregoing power of attorney is a special power of attorney coupled with an interest, is irrevocable and shall survive death or legal incapacity of the undersigned. It may be exercised by listing all of the Partners executing any instrument over the signature of such attorney-in-fact acting for all of them. The power of attorney will survive the delivery of an assignment by a Partner of the whole or any portion of his interest in the Partnership. In the event the assignee of, or the successor to, a partner has been approved for admission to the Partnership as an additional or substitute Partner, the power of attorney shall survive for

7

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the sale purpose of enabling the attorney-in-fact to execute, acknowledge and file any instrument necessary to effect such substitution. The foregoing power of attorney in favor of Treesdale shall be terminated in the event Treesdale ceases to be the General Partner of the Partnership.

24. SUCCESSORS AND ASSIGNS: This Partnership Agreement shall inure to the benefit of

and shall bind the parties hereto, their successors and permitted assigns.

25. COUNTERPARTS: This Partnership Agreement may be executed in more than one

counterpart, each of which shall be deemed an original, but all of which shall constitute the same instrument.

26. HEADINGS: The Section headings herein are for convenience only and shall not affect the

interpretation of this Partnership Agreement.

27. INTERPRETATION: Unless the context otherwise requires, as used herein, words in the

singular shall include words in the plural and vice versa and words in one gender shall included words in the other gender. This Partnership Agreement shall be constructed and enforced in accordance with the laws of the Commonwealth of Virginia without giving effect to the conflicts of law rules thereof.

WITNESS the following signatures.

GENERAL PARTNER:

Its: AMt4~

,

LIMITED PARTNERS:

8

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SCHEDULE A

NAME AND ADDRESS OF PARTNERS

CAPITAL CONTRIBUTION

General Partner:

TREESDALE REALTY PARTNERS L.L.C. 1821 Avon Street

Suite 200

Charlottesville, V A 22902

$ 1.00

Limited Partners:

William N. Park

725 Garthfield Lane Charlottesville, Virginia, 22901

$49.50

'_

Richard A. Park

700 Garthfie1d Lane Charlottesville, Virginia 22901

$49.50

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9

ARTICLES OF ORGANIZATION FOR

TREESDALE REALTY PARTNERS LLC.

1. NAME

The name of the limited liability company is

TREESDALE REAL TV PARTNERS L.L.C.

2. PURPOSE

The limited liability company may engage in any lawful activity for a limited liability company.

3. LATEST DATE FOR TERMINATION

If not sooner terminated in a manner provided by any operating agreement or as otherwise provided by law, the existence of the limited liability company will not continue beyond December 31,2059.

4. REGISTERED OFFICE AND REGISTERED AGENT

The initial registered agent of the limited liability company is William N. Park, who is a resident of Virginia and a member of the limited liability company. The initial registered office is located in the City of Charlottesville, Virginia. The mailing address and street address of the initial registered office is 1821 Avon Street, Suite 200, Charlottesville, Virginia 22902.

5. PRINCIPAL OFFICE

The mailing address and street address of the principal office, which is the office at which the books and records of the company will be maintained, is 1821 Avon Street, Suite 200, Charlottesville, Virginia 22902.

6. LIMIT ON LIABILITY

No member or manager of the limited liability company will have any liability in any proceeding by or in the right of the limited liability company or by or on behalf of the members of the limited liability company unless the member or manager is found to have engaged in willful misconduct or a knowing violation of the criminal law.

7. INDEMNIFICATION

Any individual who was, is or is threatened to be made a party to any proceeding (including any civil, criminal, administrative or investigative action, suit or other proceeding and any appeal of such a proceeding, whether by or in the right of the limited liability company or its members or otherwise) because such individual is or was a member or manager of the limited liability company and was serving the limited liability company or, at the request of the limited liability company, any other entity (including another limited liability company, a corporation, a partnership, an employee benefit plan or any other organization) in any capacity will be indemnified against any liability and expenses reasonably incurred in such proceeding. Service as a director, officer or other agent of any entity controlled by the limited liability company will be considered service at the request of the limited liability company. Indemnification will not be made, however, if the individual is determined to have engaged in

Page 1 of 2

willful misconduct or a knowing violation of the criminal law or of any federal or state securities law. An individual who is or is threatened to be made a party to any proceeding will be entitled to receive advances for expenses reasonably incurred in such proceeding if there has not yet been a determination that the individual is not entitled to indemnification, and if the individual agrees to reimburse the limited liability company for any advances in the event that the individual is determined not to be entitled to indemnification.

The limited liability company may indemnify any individual acting as an agent or employee of the limited liability company to the same or a lesser extent as provided for a member or manager of the limited liability company. An individual serving as a fiduciary of an employee benefit plan which is established for employees of the limited liability company or any entity controlled by the limited liability company will be entitled to indemnification to the same extent as a member or manager of the limited liability company.

The limited liability company may purchase insurance to provide for indemnification for any individual, even though the limited liability company may not be entitled under this article or applicable law to indemnify the individual.

The determination of the reasonableness of expenses and the applicability of indemnification will be made by majority of a members not parties to the proceeding.

By:

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OPERATING AGREEMENT FOR

TREESDALE REALTY PARTNERS LL.C,

This operating agreement is made this 28th day of APRIL, 2009, by BLUESTONE LAND, L.L,C, ("Bluestone"), the original member of TREESDALE REALTY PARTNERS L.L.C. ("Company"), for the purpose of governing the operations of the Company and the relations of the members to each other and to the Company,

1 MEMBERS

1,1 Original Member. The original member of the Company is shown on the original

SCHEDULE A attached to and made a part of this agreement.

1.2 Admission of New Members. A new member may be admitted upon the unanimous

concurrence of the members. Upon the admission of a new member, the Manager will prepare a new SCHEDULE A reflecting the same information as indicated in the original SCHEDULE A. Each new member will be provided a copy of the articles of organization, this agreement, any repurchase funding agreement among the members and any other agreement or document which governs the rights and obligations of the members, Admission as a member will become effective only upon such member's indicating in writing his acceptance of and agreement to abide by the provisions of

all such documents and any amendments to such documents. '

1.3 Capital Accounts. The initial capital account of each member will equal the amount

contributed by that member to the Company, A member's capital account will thereafter be adjusted for allocable profits and losses and income and expenses of the Company, for contributions to the Company and for withdrawals from the Company. Each capital account will have a restricted balance consisting of the initial capital contribution and subsequently adjusted as follows:

1.3.1 Subsequent Contributions. The restricted balance will be increased for subsequent

contributions to the capital of the Company.

1.3.2 Fixed Assets Purchased. The restricted balance will be increased by the allocable

portion of the net book equity of fixed assets purchased by the Company. The restricted balance will thereafter be increased by the increase in net book equity of fixed assets purchased arising from improvements and loan principal payments and decreased by the depreciation allocable to those purchased assets or subsequent improvements to such assets,

1.3.3 Loans Owed to the Company. The restricted balance will be increased by the

amount of any loan owed by the member to the Company and decreased by any reductions in the principal amount of such loan.

1.3.4 Maintenance of Capital Accounts. The members intend by the foregoing to have

their capital accounts maintained in accordance with the applicable Treasury Regulations under Section 704 of ihe Internal Revenue Code of 1986, as from time to time amended or superseded by a similar provision.

1.4 Division of Profits and Losses. All profits and losses and income and expenses will be

shared according to the percentage interest of the members set forth in SCHEDULE A attached or any subsequent SCHEDULE A prepared upon the admission of a new member.

1.5 Member's Assignment of Interest. The assignment by a member of his interest in the

Company only entitles the assignee to receive distributions which would otherwise be made to the

Page 1 of 7

member whose interest is assigned. Such assignment does not give the assignee any rights with respect to the management of the Company or other rights of membership, unless the assignee is otherwise accepted as a new member in the manner provided in this agreement.

_.

1.6 Distributions. Distributions will be made to each member at least annually, as determined by

the members to the extent that the member's capital account exceeds the restricted balance of such account. At the request of a member a distribution may be made at any other time to the extent that the member's capital account exceeds the restricted balance of such account. No distribution may be made by the Company if, after giving effect to the distribution, either (i) the Company would not be able to pay its debts as they became due in the usual course of business, or (ii) the Company's total assets would be less than the sum of its total liabilities. The decision of whether a distribution cannot be made as provided in the preceding sentence may be based either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or a fair valuation or other method that is reasonable in the circumstances.

1.7 Meetings. Approval of Actions by Consent. Any action which requires or may be authorized

by the members is to be approved by a majority of the members at a meeting called to consider the matter on which a vote is to be taken. In lieu of holding a meeting, the members may approve such action by signing a written consent setting forth such action to be approved. Any such consent must be signed by all members indicating their approval of the action. The consent will be considered to be effective as of a date specified in the consent or, if no such date is specified, as of the date when the last member signs such consent and delivers the consent to the Company. Members need not sign the same consent, but may sign separate consents containing identical information. Any written consent must be both signed and dated by each member. If action is to be approved at a meeting, then the members must be sent written notice of such meeting at least 10 days in advance of when the meeting is to be held. The notice must state the time, date and place of the meeting and the action to be considered at the meeting. Any member may waive notice of a meeting, which waiver may be in writing signed by the member, either before or after the meeting. Notice will be deemed to have been received or waived if the member actually attends the meeting and participates in the conduct of business at the meeting.

1.8 Voting by Members. In determining whether any action is properly authorized by the vote of

the members, the share of profits and losses to which the members are entitled will be used to determine the relative weight given to the vote of a member.

2 MANAGEMENT

2.1 Manager. Bluestone is designated the Manager of the Company. If Bluestone is unable or

unwilling to act as Manager, then the members of the Company will choose a new Manager, who must be a member. A Manager will be responsible for the conduct of the regular business of the Company. A Manager may delegate to other members, to employees of the Company or to such other agents as such Manager deems appropriate at the time the performance of any particular task involving the regular business of the Company. Regular business includes, but is not limited to, the payment of regular expenses, ordering necessary repairs to property owned by the Company, contracting for regular maintenance of property owned by the Company, employment of agents and employees and similar matters.

2.2 Reimbursements for Expenses. Any member may make or order reimbursement for himself

or another of expenses incurred on behalf of the Company in connection with business properly conducted on behalf of the Company.

2.3 Authority of Members. If the Manager is unable or unwilling to serve in such capacity and the

members do not appoint another Manager, any member may act as necessary to see that the regular business of the Company is properly conducted until a Manager is appointed. Other matters not under the responsibility of the Manager will be subject to authorization by the members.

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2.4 Tax Matters. Bluestone is the member designated to act for income tax purposes as the

"Tax Matters Partner." If Bluestone is unable or unwilling to act as "Tax Matters Partner," then the members will appoint another member to act in such capacity.

3 RECORDS AND DOCUMENTS

3.1 Maintenance of Records. The Company will keep at its principal office the following records:

3.1.1 A current list of the full name and last known business address of each member, in

alphabetical order;

3.1.2 A copy of the articles of organization and the certificate of organization, and all articles of amendment and certificates of amendment thereto;

3.1.3 Copies of the Company's federal, state and local income tax returns and reports, if any, for at least the three most recent years;

3.1.4 Copies of any then-effective written operating agreement and amendments;

3.1.5 Copies of any financial statements of the Company for the three most recent years; and

3.1.6 Unless contained in a written operating agreement, a writing setting out:

3.1.6.1 The amount of cash and a description and statement of the agreed value of the other property or services contributed by each member and which each member has agreed to contribute;

3.1.6.2 The times at which or events on the happening of which any additional contributions agreed to be made by each member are to be made;

3.1.6.3 Any right of a member to receive, or of the Company to make, distributions to a member which include a return of all or any part of the member's contribution; and

3.1.6.4 Any events upon the happening of which the Company is to be dissolved and its affairs wound up.

3.2 Inspection of Records by Members. Each member has the right, upon reasonable request

and during normal business hours, to:

3.2.1 Inspect and copy any of the Company's records set forth above; and

3.2.2 Obtain from the Manager or, if the Company has no Manager at the time, from any member or other person with access to such information, from time to time upon reasonable demand (i) true and full information regarding the state of the business and financial condition of the Company, (ii) promptly after becoming available, a copy of the Company's federal, state and local income tax returns for each year and (iii) other reasonable information regarding the affairs ofthe Company.

3.3 Fiscal Year; Financial Records. The fiscal year of the Company will be the calendar year.

The fiscal year will also be the tax year. The books of the Company will be kept on the basis of cash receipts and disbursements, except: that: (i) capitalized assets will be recognized and will be adjusted for appropriate additions and for appropriate charges for depreciation or amortization; (ii) an account will be maintained for accounts receivable for bills rendered, though such account will not be reflected on the balance sheet; and (iii) outstanding debts of the Company will be reflected

'-

Page 3 of 7

on the balance sheet. The Company may change to an accrual method of accounting upon the approval of the members or if required by any applicable law or regulation.

3,4 Financial Statements. The Company will prepare or have prepared at least annually as soon

as practical after end of the Company's fiscal year an income statement, a balance sheet and a statement of the capital account of each member. The statement of a member's capital account will show allocable income, expenses and draws for the year and the then current restricted and unrestricted book value of such account.

4

DISSOLUTION

4.1 Act of Dissolution. The Company will be considered to be dissolved only upon the

occurrence of any of the following events, unless the Company is continued as set forth in Section .4.2 below:

4.1.1 Upon the death, resignation, retirement, expulsion, bankruptcy or dissolution of a

member;

4.1.2 Upon a member's becoming disabled or incapacitated and unable to engage in the

business of the Company for an indeterminate period of time extending for at least six months;

4.1.3 Upon the occurrence of any other event that terminates the continued membership of a member in the Company; or

4.1.4 By agreement of the number of members sufficient for the amendment of this operating agreement.

4.2 Continuation. Within six months after the occurrence of an Act of Dissolution the remaining

members, or, in the event of dissolution by an agreement approved by less than all of the members, those members who did not agree to the dissolution, may continue the Company by agreement of all such members.

4.3 Distribution upon Dissolution. Upon the occurrence of an Act of Dissolution, any member

who will no longer be a member ("Terminating Member") after the occurrence of such act will have the value of his capital account paid or distributed to him in the manner set forth in this section. The value of such interest will be based upon the net book value of assets, except that the amount due with respect to unique assets, such as real estate, works of art and securities, will be the market or appraised value as of the date of the Act of Dissolution. Any value which is to be determined by an appraisal will be determined by an appraiser satisfactory to the remain ing members and the Terminating Member or the personal representative of any deceased member. A proportionate amount of the cost of the appraisal will be deducted from the appraised value of the Terminating Member's interest in arriving at the value of the interest. If any such unique assets are sold to satisfy the obligations under this section, then the fair market value will be considered to be the sale price less any costs of sale. The net book value of life insurance on the life of any Terminating Member will be the cash surrender value less the amount of any loan against the policy. No proceeds of any such insurance policy on the life of a Terminating Member will be considered when determining the value of the interest of such Terminating Member. The members each agree that the appraisal thus made will be conclusive and binding upon all parties. Such determination of value is to be made within six months after the Act of Dissolution.

[f the Company is to be continued by the remaining members, then the remaining members will have the option to purchase the interest of the Terminating Member. ln order to exercise such option, written notice must be given by any remaining member who wishes to purchase all of part of the Terminating Member's interest within 30 days after the value of the Terminating Member's interest is determined, and the purchase of the Terminating Member's interest must be completed

Page 4of7

within 30 days after such notice is provided. Any members who elect to purchase the interest of the Terminating Member will pay for such interest in cash, unless such purchasing members determine that, taking into consideration their normal income needs and sources of funds, they cannot pay cash for such interest. If the purchasing members thus determine not to pay cash for the interest of the Terminating Member, the purchasing members will give their note for the portion of receivables, fixed assets and other unique assets of the Company with respect to which the Terminating Member would be entitled to a distribution, which note may be payable over a term of up to five years from the date of the Act of Dissolution, and cash equal to the balance of the Terminating Member's capital account. If more than one of "the remaining members elects to purchase the interest of the Terminating Member, then the interest of the Terminating Member will be allocated to the purchasing remaining members based upon their relative interests in the Company before the Act of Dissolution.

If one or more of the remaining members do not elect to purchase the interest of the Terminating Member, the Company is to distribute to a Terminating Member the value of his interest. Such distribution will consist of cash, unless the remaining members determine-nine that: (i) there is insufficient cash to pay the amount due at the time of dissolution; (ii) the Company would not be able to pay its debts as they become due in the usual course of business; or (iii) the Company's total assets would be less than the sum of its total liabilities. In such case the distribution will consist of a note of the Company for the portion of receivables, fixed assets and other uriique assets of the Company with respect to which the Terminating Member would be entitled to a distribution, which note may be payable over a term of up to five years from the date of the Act of Dissolution, and cash equal to the balance of the Terminating Member's capital account. In making a determination as set forth in (ii) and (iii) the Company may rely upon financial statements prepared on the basis of accounting practices and principles that regularly employed by the Company with adjustments as appropriate for the fair valuations made in connection with the appraisal of the Terminating Member's interest.

If the business of the Company is not continued by the remaining members, then the distribution will consist of an undivided interest in the fixed and unique assets of the Company, subject to the right of the members to determine to sell any such assets before distribution, a proportionate share of any receivables of the Company, subject to the right of the members to determine upon a means of selling or collecting the receivables and distributing the net proceeds of such sale or collection proportionately, and cash equal to the balance of the Terminating Member's capital account.

Any distribution due to a member in satisfaction of the amount due under this section will be reduced by the amount of any debt owed to the Company by such Terminating Member at the time of distribution.

4.4 Duration of Limited Liability Company. If not sooner dissolved, the Company will end on

December 31,2059.

5 MISCELLANEOUS

5.1 Amendment. This agreement may be amended only by approval of all of the members

except that, if there are more than 10 members in number, then the agreement may be amended upon the approval of members entitled to at least 75% of the profits and losses of the Company.

Any amendment must be in writing and will be signed by all of the members, except that, if less than unanimous approval is required, then such writing will be signed by those members approving the amendment, with the relative voting rights of all members at the time being indicated on a schedule attached to the amendment.

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Page 50f7

5.2 Governing Law. The Company is established under the Virginia Limited Liability Company

Act. This agreement is to be governed by the laws of the Commonwealth of Virginia. The Company is intended to be treated for Federal and state income tax purposes as a partnership, and any construction or interpretation of this agreement is to be made in a manner so as not to defeat such tax treatment. To the extent that any matter is not covered by the terms of this agreement, such matter is to be governed by the provisions of the Virginia Limited Liability Company Act.

5.3 Enforcement of Rights. If any action is brought to enforce any rights under this agreement,

the party substantially prevailing upon the merits will be entitled to recovery the costs, including attorneys fees, incurred by such party in connection with such action.

WITNESS the following Signature and seal as of the dat

Page 6 of 7

TREESDALE REALTY PARTNERS, L.L.C.

.~-

OPERATING AGREEMENT

SCHEDULE A

MEMBER NAME AND BUSINESS ADDRESS

PERCENTAGE INTEREST

Bluestone Land, L.L.C. 1821 Avon Street Suite 200

Charlottesville, Virginia 22902

100%

G:\jobs\Treesdale Apts\Operating Agreement TREESDALE Realty Partners, L.L.C .. doc

Page 7 of 7

STATE CORPORATION COMMISSION

CJ(jclimona, Jlpril28, 2009

Tliis is to certify tliat tlie certificate of organization of


was tliis day issued and admitted to record in tliis office and that '~ the said limited fia6ifity company is authorized to transact its 6usiness su6ject to aCC rrJirginia Caws appCica6Ce to tlie company and its 6usiness. P,ffective {ate: JlpriC 28, 2009

State Corporation Commission )2lttest:

-

ClS0322

ASSIGNMENT AGREEMENT

THIS ASSIGNMENT AGREEMENT (the "Agreement") is made as of May 4,2009 by TOP DOG DEVELOPMENT CORPORA nON (the "Assignor") and TREES DALE REALTY PARTNERS L.L.C. (the "Assignee").

RECITALS:

As of the date hereof, Assignor owns a .01 % partnership interest (the "Interest") in TREESDALE, LP, a Virginia limited partnership (the "Partnership").

Assignor wishes to transfer to Assignee, and Assignee wishes to obtain from Assignor, the Interest for the consideration and in the manner and on the terms and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of (i) Ten Dollars ($10.00) cash, (ii) the mutual covenants contained herein, and (iii) other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Transfer of Interest. Assignor hereby conveys, assigns, transfers and sets over to

Assignee the Interest, and Assignee hereby accepts from Assignor, all of Assignor's right, title and interest in the Interest assigned to Assignee, as of the date hereof.

2. Representations and Warranties of Assignor. (a) Assignor represents and

warrants that (i) Assignor is the lawful owner of the Interest free and clear of all liens, encumbrances and other claims of all third persons whatsoever and (ii) Assignor has the absolute right to transfer the Interest.

(b) Assignee represents and warrants that (i) Assignee's acquisition of the

Interest is made for Assignee'S account for investment purposes only, and not with a view to the resale or distribution thereof and (ii) Assignee will not sell, assign or otherwise transfer the Interest or any fraction thereof, whether voluntarily or by operation of law or at judicial sale or otherwise, to any person who does not make the representation contained in Section 2(b)(i) of this Agreement.

(c) These representations and warranties are intended to and shall survive the

transfer of the Interest pursuant to this Agreement.

3. Indemnification. Assignee agrees to indemnify Assignor against and hold

Assignor harmless from, all losses, liabilities, costs and other expenses, including reasonable attorney's fees, which Assignor may incur from (a) the inaccuracy of any representation or the breach of any warranty by Assignee hereunder or from (b) events arising out of the operations of the business of the Partnership after the date of this Agreement. Assignor agrees to indemnify Assignee against and hold Assignee harmless from, all losses, liabilities, costs and other expenses, including reasonable attorney's fees, which Assignee may incur from the inaccuracy of

any representation or the breach of any warranty by Assignor hereunder. The representations and warranties of Assignee and Assignor contained in this Agreement shall survive the transfer of the Interest.

4. Other Agreements. The transactions evidenced herein in accordance with the

terms hereof do not constitute a default under, or a breach or violation of any agreement, order, decree or law by which the parties are bound, or to which the parties are subject. No judgment, decree, or order is outstanding against Assignee or Assignor and no action, claim, suit, investigation or proceeding is pending or has been threatened against Assignor or Assignee which prohibits or seeks specifically to prohibit the transactions evidenced by this Agreement.

5. Enforceability. This Agreement has been duly executed by and delivered by and

constitutes a valid and binding agreement of the parties and is enforceable against the parties in accordance with its terms.

6. Benefit. This Agreement shall be binding upon, and shall inure to the benefit of,

the parties hereto and their respective assigns and successors in title or interest.

7. Applicable Law. This Agreement shall be interpreted and enforced in accordance

with the laws of the Commonwealth of Virginia, without regard to any conflicts of law provisions or principles thereof to the contrary.

8. Entire Agreement and Modification. This document contains the entire

agreement between the parties hereto with respect to the subject matter herein. This Agreement shall not be modified unless, and then only to the extent that, a written modification is executed by all of the parties hereto or their respective successors or assigns.

9. Counterparts. This Agreement may be executed in counterparts, and any

executed counterparts shall be binding the parties hereto and inure to their benefit as though all parties were signatory to the same counterpart.

- 2 -

IN WITNESS WHEREOF, the parties have executed this Agreement as ofthe first date

-- written above.

ASSIGNOR:

TOP DOG DEVELOPMENT CORPORATION

By: #=~~

Its: r;~:t=

ASSIGNEE:


By: Bluestone Land, L.L.C.

Its: Sole Member

By:

Its:

#2545959 vI 077777.00022

-

'._

- 3 -


THIS ASSIGNMENT AGREEMENT(the "Agreement") is made as of May 4,2009 by JOYCE DUDEK (the "Assignor") and WILLIAM N. PARK (the "Assignee").

RECITALS:

As of the date hereof, Assignor owns a 99.99% partnership interest (the "Interest") in TREESDALE, LP, a Virginia limited partnership (the "Partnership").

Assignor wishes to transfer to Assignee, and Assignee wishes to obtain from Assignor, one-half of the Interest (the "Assigned Interest") for the consideration and in the manner and on the terms and conditions hereinafter set forth.


1. Transfer of Assigned Interest. Assignor hereby conveys, assigns, transfers and

sets over to Assignee the Assigned Interest, and Assignee hereby accepts from Assignor, all of Assignor's right, title and interest in the Assigned Interest assigned to Assignee, as of the date hereof.


warrants that (i) Assignor is the lawful owner of the Assigned Interest free and clear of all liens, encumbrances and other claims of all third persons whatsoever and (ii) Assignor has the absolute right to transfer the Assigned Interest.


Assigned Interest is made for Assignee's account for investment purposes only, and not with a view to the resale or distribution thereof and (ii) Assignee will not sell, assign or otherwise transfer the Assigned Interest or any fraction thereof, whether voluntarily or by operation of law or at judicial sale or otherwise, to any person who does not make the representation contained in Section 2(b)(i) of this Agreement.


transfer ofthe Assigned Interest pursuant to this Agreement.



any representation or the breach of any warranty by Assignor hereunder. The representations and warranties of Assignee and Assignor contained in this Agreement shall survive the transfer of the Assigned Interest.


terms hereof do not constitute a default under, or a breach or violation of any agreement, order, decree or law by which the parties are bound, or to which the parties are subject. No judgment, decree, or order is outstanding against Assignee or Assignor and no action, claim, suit, investigation or proceeding is pending or has been threatened against Assignor or Assignee which prohibits or seeks specificalJy to prohibit the transactions evidenced by this Agreement.






with the laws of the Commonwealth of Virginia, without regard to any conflicts oflaw provisions or principles thereof to the contrary.





IN WITNESS WHEREOF, the parties have executed this Agreement as of the first date written above.

ASSIGNEE:

ASSIGNOR:

#2545968 v l 077777.00022

- 2 -


_.

THIS ASSIGNMENT AGREEMENT (the "Agreement") is made as of May 4, 2009 by JOYCE DUDEK (the "Assignor") and RICHARD A. PARK (the "Assignee").

RECITALS:

As of the date hereof, Assignor owns a 99.99% partnership interest (the "Interest") in TREESDALE, LP, a Virginia limited partnership (the "Partnership").

Assignor wishes to transfer to Assignee, and Assignee wishes to obtain from Assignor, one-half of the Interest (the "Assigned Interest") for the consideration and in the manner and on the terms and conditions hereinafter set forth.


1. Transfer of Assigned Interest. Assignor hereby conveys, assigns, transfers and

sets over to Assignee the Assigned Interest, and Assignee hereby accepts from Assignor, all of Assignor's right, title and interest in the Assigned Interest assigned to Assignee, as of the date hereof.

-


warrants that (i) Assignor is the lawful owner of the Assigned Interest free and clear of all liens, encumbrances and other claims of all third persons whatsoever and (ii) Assignor has the absolute right to transfer the Assigned Interest.


Assigned Interest is made for Assignee's account for investment purposes only, and not with a view to the resale or distribution thereof and (ii) Assignee will not sell, assign or otherwise transfer the Assigned Interest or any fraction thereof, whether.voluntarily or by operation of law or at judicial sale or otherwise, to any person who does not make the representation contained in Section 2(b )(i) of this Agreement.


transfer of the Assigned Interest pursuant to this Agreement.



any representation or the breach of any warranty by Assignor hereunder. The representations and warranties of Assignee and Assignor contained in this Agreement shall survive the transfer of the

- Assigned Interest.


terms hereof do not constitute a default under, or a breach or violation of any agreement, order, decree or law by which the parties are bound, or to which the parties are subject. No judgment, decree, or order is outstanding against Assignee or Assignor and no action, claim, suit, investigation or proceeding is pending or has been threatened against Assignor or Assignee which prohibits or seeks specifically to prohibit the transactions evidenced by this Agreement.






with the laws of the Commonwealth of Virginia, without regard to any conflicts of law provisions or principles thereof to the contrary.





IN WITNESS WHEREOF, the parties have executed this Agreement as of the first date written above.

ASSIGNEE:

ASSIGNOR:

#2545968 v3 020538.02570

- 2 -

COMMONWEALTH OF VIRGINIA STATE CORPORA TlON COMMISSION

CERTIFICATE OF AMENDMENT OF A CERTIFICATE OF LIMITED PARTNERSHIP

LPA-73.12 (04/08)

The undersigned, on behalf of the limited partnershlp set forth below, pursuant to Title 50, Chapter 2.1 of the Code of Virginia, state(s) as follows:

1. The name of the Virginia limited partnership is Treesdale, LP

2. The initial certificate of limited partnefShlp was flied with the state Corporation Commission on December 7. 2006 .

3. The certificate of limited partnership is amended as follows (complete appropriate subsection(s»:

A. The name of the limited partnership has changed to

B. The post office address, with the street and number, If any, of the specified office where the records are maintained pursuant to § 50-73.8 of the Code of Virginia has changed to

1821 Avon Street Ext, Suite 200 Charlottesville VA 24401 .

(number/street) (city or town) (state) (zip)

C. Each general partner's name; post office address, with the street and number, if any; jurisdiction under whose laws it is incorporated, organized or fonned (if a business entity); and assigned SCC 10 number, if any, that has withdrawn are:

Top Dog Development Corporation

(name of general partner) (SeC 10 #, if assigned) Ourisdiction of organization)

2127 Berkmar Drive Char10ttesville VA 22901

(number/street) (city or town) (state) (zip)

O. The limited partnership shan continue in business under § 50-73.49 of the Code of Virginia after an event of withdrawal of a general partner.

E. Each new general partner's name; post office address, with the street and number, if any; jurisdiction under whose laws it is incorporated, organized or fanned (if a business entity); and assigned sec 10 number, if any, that has been admitted are:

Treesdale Realty Partners, L.LC.

(name of general partner) 1821 Avon Street Ext, Suite 200

(sec ID #, If assigned)

Charlottesville VA

Ourisdiction of organization) 24401

(number/street) Check and complete if applicable:

o Each of the following new general partners is serving, wnhout more, as a general partner of the limited partnership and does not otherwise transact business in Virginia. See §§ 13.1-757,13.1-1059 and/or 50· 73.61 of the Code of Virginia.

(city Of town) (state)

(zip)

F. Other amendments: _

5·4-Q'1

(date)

(telephone number (optional»

(telephone number (optional»

LOl9409

~_ (limited partnership's sec 10 No.)

PRIVACY ADVISORY: Information such as social security 1llJTlber, date of bith, maiden name, or financial inSIlUIIon account numberS is NOT required to be JncIuded in business entity docunents flied with the Office of the Clerk of the Commission. Any information proWfed on these cIocl.ments is subject to pubfie vIeY.fng.

MARK C. CHRISTIE COMMISSIONER

JAMES C. DIMITRI COMMISSIONER

JOEL H. PECK

CLERK OF THE COMMISSION P.O. BOX 1197 RICHMOND, VIRGINIA 23218-1197

-

'" JUOITH WILLIAMS JAGDMANN

COMMISSIONER

STATE CORPORATION COMMISSION Office of the Clerk

May 7,2009

WILLIAM PARK

PINNACLE CONSTRUCTION & DEVELOPMENT 1821 AVON ST EXT

STE 200

CHARLOTTESVILLE, VA 22902

RE: Treesdale, LP

10: L019409 - 4

DCN: 09-05-07-0600

Dear Customer:

This is your receipt for $25.00 to cover the fee(s) for filing a certificate of amendment for a limited partnership with this office.

This is also your receipt for $100.00 to cover the fee(s) for expedited service(s) .

. _

The effective date of the amendment is May 7,2009.

Thank you for contacting our office. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, (866) 722-2551,

Sincerely,

Joel H. Peck

Clerk of the Commission

RECEIPT LPAAD CIS0322

Tyler Bulldlng, 1300 East Main Street, Richmond, VA 23219·3630

Clerk's Office (804) 371-9733 or (866) 722-2551 (toll-free In Virginia) www.scc.virglnla.govlclk Telecommunications Oevlce for the Deaf- TDO!Volce: (804) 371-9206

TABe

(VA SCC Certification)

'_

STATE CORPORATION COMMISSION

(}?jclimona, January 4, 2008

rJliis is to certify tliat the certificate of limited partnership of

T reesdale, LP

was admitted to record in tliis office and that the said limited '- partnership is authorized to transact its 6usiness su6ject to a[[ o/irginia Caws applicable to the limited partnership ana its 6usiness. (Effective date: December 7, 2006

State Corporation Commission Attest:

~~

cferk, of the Commission

ClS0505

TABD

(Principal's Previous Participation Certification)

Previous Participation Certification

Development Name: Treesdale Park

-----------------------------

Name of Applicant: treesdole. LP

----~~---------------------

Controlling General Partner: Treesdale Realty Partners L.L.C.

INSTRUCTIONS:

This certification must be signed by an individual who is, or is authorized to act on behalf of the Controlling General Partner (if LP) or Managing Member (if lLC) of the Applicant, as designated in the Application. VHDA will accept an authorization document, which gives signatory authorization to sign on behalf of the principals.

2 Attach resumes for each principal of the general partnership [GP) or limited liability company (LLC) and an organization chart for the limited partnership (lP) and LLC.

3 A Schedule A Is required for ti!.£b principal of the GP.

4 For each property listed as "non-compliance found," please attach a detailed explanation of the nature of the noncompliance, stating whether or not it has been resolved,

5 The date of this certification must be no more than 30 days prior to submission of the Application.

Failure to disclose information about properties which have been found to be out of compliance or any material misrepresentations are grounds for rejection of on application and prohibition against future applications.

DEFINITIONS:

For the purpose of this Certification, the following definitions shall apply:

Development shell mean the proposed multifamily rental housing development identified above,

PartiCipants shall mean the principals who will pcrticipote in the ownership of the development.

Principal shall mean any person (including any individual. joint venture, partnership, limited liability company, corporation, nonprofit organization, trust, or any other publiC or private entity) that (i) with respect to the proposed development, will own or participate in the ownership of the proposed development or [iiI with respect to an existing multifamily rental project, has owned or pcrtlclpcted 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. In the case of a partnership which is a principal (whether as the owner or otherwise), all general partners are also considered principals, regardless of the percentage interest of the general partner;

2. In the case of a public or private corporation or organization or governmental entity that is a principal [whether as the owner or otherwise), principals also include the president, vice president, secretary, and treasurer and other officers who are directly responsible to the board of directors or any equivalent governing body, as well as all directors or other members of the governing body and any stockholder having a 25% or more interest;

3. In the case of a limited liability company (lLC) that is a principal (whether as the owner or otherwise), all members are also considered principals, regardless of the percentage interest of the member;

4. In the case of a trust that is a principal (whether as the owner or otherwise), all persons having a 25% or more beneficial ownership interest in the assets of such trust;

5. In the case of any other person that is a principal (whether as the owner or otherwise), all persons having a 25% or more ownership interest in such other person are also considered principals; and

6. Any person that directly or indirectly controls, or has the power to control. a principal shall also be considered a principal.

CERTIFICATIONS:

I hereby certify that all the statements made by me are true, complete and correct to the best of my knowledge and belief and are made in good faith, including the data contained in Schedule A and any statements attached to this c ertifi cation.

1. I further certify that for the period beginning 10 years prior to the date of this Certification:

a. During any time that any of the participants were prlnclpols in any multifamily rental project, no project has been foreclosed upon, no mortgage has been in default, assigned to the mortgage insurer (governmental or private), nor has mortgage relief by the mortgagee been given;

b. During any time that any of the participants were principals in any multifamily rental project, there has not been any breach by the owner of any agreements relating to the construction or rehabilitation, use, operation, management or disposition of the project;

c. 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 any multifamily rental project in which any of the participants were principals;

d. During any time that any of the participants were principals in any multifamily rental project, there has not been a suspension or termination of payments under any state or federal assistance contract for the project;

e. None of the participants has been convicted of a felony and is not presently, to my knowledge, the subject of a complaint or indictment charging a felony. A felony is defined as any offense punishable by imprisonment for a term exceeding one year. but does not include any offense classified as a misdemeanor under the laws of a state and punishable by imprisonment of two years or less;

f. None of the participants has been suspended, debarred or otherwise restricted by any federal or state governmental entity from doing business with such governmental entity; and

g. None of the participants has defaulted on an obligation covered by a surety or performance bond and has not been the subject of a claim under an employee fidelity bond.

2. I further certify that none of the participants is a Virginia Housing Development Authority (VHDA] employee or a member of the immediate household of any of its employees.

3. I further certify that none of the participants is participating in the ownership of a multifamily rental housing project as of this date on which construction has stopped for a period in excess of 20 days or (in the case of a multifamily 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 as the final cost certification, have not been filed with such governmental entity.

4. I further certify that none of the participants has been found by any federal or state governmental entity or court to be in noncompliance with any applicable civil rights, equal employment opportunity or fair housing laws or regulations.

5. I further certify that none of the participants was a principal in any multifamily rental project which has been found by any federal or state governmental entity or court to have failed to comply with Section 42 of the Internal Revenue Code of 1986, as amended, during the period of time in which the participant was a principal in such

6. Statements above (if any) to which I cannot certify have been deleted by striking through the words. In the case of any such deletion. 1 have attached a true and accurate statement to explain the relevant facts and circumstances.

WARNING: IF THIS CERTIFICATION CONTAINS ANY MISREPRESENTATION OF A MATERIAL fACT. THE AUTHORITY MAY REJECT ATION FOR LOW-INCOME HOUSING TAX CREDITS AND MAY PROHIBIT THE SUBMISSION BY THE APPLICANT OF S FOR SUCH CREDITS IN THE fUTURE.

Richard A. Pork

Printed Name

'.,_

Date (must be no more than 30 dovs prior to submission of tile Application) Schedule A: List of All Tax Credit Developments for Each Principal to this Certification

Complete the following, using separate pagels) as needed, for each principal. List gJj developments that have

"- received allocations of tax credits under Section 42 of the IRC.

Richard A. Park .sip/I) 'l Controlling G. P. of Proposed Projec;t?_:Y---,..,---....,.,.._

Prlndpol's Name: -, r Y or N

10
II
12
13
14
15
16
17
18
19
20
21
22
23
- 24
25 2

Controlling Non-
General Total Total Low compliance
Nome of Ownership Entity and Partner? Dev. Income Placed in 8609(5) Issue Found? YIN
Development Name/Location Phone Number (Y/N) Units Units Service Dote Date (Explain Yes)
Maple Manor Apartments Maple Manor, L.P. Park Y 26 26
Chase City, VA Properlies, Inc. - G.P.
1992 1993 N
Mountain Run Apartments Mountain Run, LP. Y 50 50
Culpeper, VA Bluestone Land, LLC. - G.P.
1999 2000 N
Cannery Row Apartments Cannery Row, L.P. Park Y 9 9
Chase City, VA Properties, Inc. - G.P.
1999 2000 N
The Vistas Vistas. L. P. Y 176 76
Lynchburg, VA Vistas, L.L.C. - G.P. 2001 2002 N
Grand Place Apartments 400 East Grace Street. LP. Y 58 52
Richmond, VA Bluestone Land, L.L.C. - G.P.
2001 2002 N
Brunswick Village Brunswick Village, L.P. Y 48 48
Apartments Lawrenceville, Brunswick Village. L.L.C. -
VA G.P. 2002 2003 N
The Meadows at Northridge Meadows at Northridge, Y 50 50
Culpeper, VA L.P.
Meadows at Northridge,
L.L.C. - G.P. 2005 2005 N
The Greens at Northridge Greens at Northridge, L.P. Y lOB 108
Culpeper, VA Greens at Northridge, L.L.c.
- G.P. 2005 2005 N
Moffett Manor Apartments Warrenton Volunteer Fire N 98 98
Warrenton, VA Company Properties. L.C.
Bluestone Land, LLC.-G.P.
WVFC Properties. LC.-G.P.
2007 2008 N
Parc Crest at Poplar Forest Pare Crest at Poplar Forest. Y 44 44
Farmville, VA LP Park
Crest L.LC. - G,P. 2008 2009 N 3

4

5

6

7

8

9

27
28
29
30
-
31
32
33
34
3S
36
37
38
39
40
41
42
43
44
4S

LlHTC as r. 01 TOTAL:

84% Total Units

667

561

... ---VHDA ---

Previous Participation Certification

Development Nome: Treesdale Park

~~~~---------------------

Name of Applicant: Treesdale, LP

------~---------------------

Controlling General Partner: Treesdale Realty Partners L.L.C.

INSTRUCTIONS:

This certification must be signed by an individual who is, or is authorized to act on behalf of the Controlling General Partner (if LP) or Managing Member (if LLC) of the Applicant, as designated in the Application. VHDA will accept on authorization document, which gives signatory authorization to sign on behalf of the principals.

2 Attach resumes for each principal of the general partnership (GP) or limited liability company (LLC) and an organization chart for the limited partnership (LP) and LLC.

3 A Schedule A Is required for each principal of the GP.

4 For each property listed as "non-compliance found," please attach a detailed explanation of the nature of the noncompliance, stating whether or not it has been resolved.

5 The date of this certification must be no more than 30 days prior to submission of the Application.

Failure to disclose information about properties which have been found to be out of compliance or any material misrepresentations are grounds for rejection of an application and prohibition against future applications.

DEFINITIONS:

For the purpose of this Certification, the following definitions shall apply:

Development shall mean the proposed multifamily rental housing development identified above.

Participants sholl mean the principals who will portlcipote in the ownership of the development.

Principal shall mean any person (including any individual, joint venture, partnership, limited liability company, corporation, nonprofit organization, trust, or any other public or private entity) that (i) with respect to the proposed development, will own or participate in the ownership of the proposed development or (ii) with respect to an existing multifamily 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 sholl govern:

1. In the case of a partnership which is a principal (whether as the owner or otherwise), all general partners are also considered principals, regardless of the percentage interest of the general portner;

2. In the case of a public or private corporation or organization or governmental entity that is a principal (whether as the owner or otherwise), principals also include the president, vice president, secretory, and treasurer and other officers who are directly responsible to the board of directors or any equivalent governing body. as well as all directors or other members of the governing body and any stockholder having a 25% or more interest;

3. In the case of a limited liability company (LLC) that is a principal (whether as the owner or otherwise]. all members are also considered principals, regardless of the percentage interest of the member;

4. In the case of a trust that is a princlpol (whether as the owner or otherwise), all persons having a 25% or more beneficial ownership interest in the assets of such trust;

5. In the case of any other person that is a prloclpol (whether as the owner or otherwise). all persons having a 25% or more ownership interest in such other person are also considered principals; and

6. Any person that directly or indirectly controls, or has the power to control. a principal shall also be considered a principal.

-_...

CERTIFICATIONS:

I hereby certify that all the statements made by me are true, complete and correct to the best of my knowledge and belief and are made in good faith, including the data contained in Schedule A and any statements attached to this certification.

-

1. I further certify that for the period beginning 10 years prior to the date of this Certification:

a, During any time that any of the portlcipcnts were principals in any multifamily rental project, no project has been foreclosed upon, no mortgage has been in default. assigned to the mortgage insurer (governmental or private), nor has mortgage relief by the mortgagee been given;

b. During any time that any of the participants were principals in any multifamily rental project, there has not been any breach by the owner of any agreements relating to the construction or rehabilitation, use, operation, management or disposition of the project;

c. 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 any multifamily rental project in which any of the participants were principals;

d. During any time that any of the porticipcnts were principals in any multifamily rental project, there has not been a suspension or termination of payments under any state or federal assistance contract for the project;

e. None of the participants has been convicted of a felony and is not presently, to my knowledge, the subject of a complaint or indictment charging a felony. A felony is defined as any offense punishable by imprisonment for a term exceeding one year, but does not include any offense classified as a misdemeanor under the laws of a state and punishable by imprisonment of two years or less;

f. None of the participants has been suspended, debarred or otherwise restricted by any federal or state governmental entity from doing business with such governmental entity; and

g. None of the participants has defaulted on an obligation covered by a surety or performance bond and has not been the subject of a claim under an employee fidelity bond.

--

2. I further certify that none of the participants is a Virginia Housing Development Authority (VHDA) employee or a member of the immediate household of any of its employees.

3. I further certify that none of the porticiponts is participating in the ownership of a multifamily rental housing project as of this date on which construction has stopped for a period in excess of 20 days or (in the case of a multifamily 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 as the final cost certification, have not been filed with such governmental entity.

4. I further certify that none of the partiCipants has been found by any federal or state governmental entity or court to be in noncompliance with any applicable civil rights, equal employment opportunity or fair housing laws or regulations.

5. I further certify that none of the participants was a principal in any multifamily rental project which has been found by any federal or state governmental entity or court to have failed to comply with Section 42 of the Internal Revenue Code of 1986, as amended, during the period of time in which the participant was a principal in such

6. Statements above (if any) to which I cannot certify have been deleted by striking through the words. In the case of any such deletion, I have attached a true and accurate statement to explain the relevant facts and circumstances.

William N. Park

Printed Name

''-

-

Dote (must be no more than 30 days prior to submission of the Application) Schedule A: list of All Tax Credit Developments tor Each Principal to this Certification

Complete the following, using seporate pagels) as needed, for each principal. List 011 developments thot have received allocations of tax credits under Section 42 of the IRC.

William N. Park

Controlling G. P. 01 Proposed ProJecl? _Y----:-:---:-:-_ YarN

Principal's Name:

2

Conlrolling Non-
General Total Tolal Low compliance
Name of Ownership Entity and Partner? De". Income Placed in 8609 (s) Issue Found? YIN
Development Nome/Location Phone Number (Y/N) Units Units Service Date Date (Explain Yes)
Maple Monor Apartments Maple Monor, LP. Park Y 26 26
1992 1993 N
Mountain Run Apartments Mountain Run, LP. Y 50 50
Culpeper, VA Bluestone Land, U,C. - G.P,
1999 2000 N
Connery Row Apartments Connery Row, LP. Park Y 9 9
1999 2000 N
The Vistas Vistas. L.P, Y 176 76
Lynchburg, VA Vistas, U,C. - G.P, 2001 2002 N
Grand Place Apartments 400 East Grace Street. l.P. y 58 52
Richmond, VA Bluestone land, LLC. - G.P.
2001 2002 N
Brunswick Village Brunswick Village, LP, y 48 48
Apartments Lawrenceville, Brunswick Village, L.LC,-
VA G.P. 2002 2003 N
The Meadows at Northridge Meadows at Northridge, Y 50 50
Culpeper, VA L.P,
Meadows at Northridge,
LLC. -G.P. 2005 2005 N
The Greens at Northridge Greens at Northridge, L.P, Y 108 108
Culpeper, VA Greens at Northridge, Ll.C.
- G,P. 2005 2005 N
Moffett Manor Apartments Warrenton Volunteer Fire N 98 98
Warrenton, VA Company Properties, LC,
Bluestone Land, L.LC,-G.P,
WVFC Properties, l.C.-G.P.
2007 2008 N
Parc Crest at Poplar Forest Pare Crest ot Poplar Forest, Y 44 44
FarmviJle, VA LP Park
Crest LL.C. - G.P. 2008 2009 N 3

4

5

6

7

8

9

10

11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

26
27
26
29
_. 30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45 '-

'_

LlHTC as % Of TOTAL:

667

84% Tot'll UnHs

561

·_.

Richard A. Park, ASLA

EDUCATION

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSrTY Blacksburg, Virginia

Bachelor of Landscape Architecture, June 1989

Certified Landscape Architect, Commonwealth of Virginia, Certification No. 571

EMPLOYMENT

VICE PRESIDENT

Pinnacle Construction and Development Corporation Charlottesville, Virginia

January 1991-Present

The corporation, founded in January 1991, is a "Class A" contractor licensed to do business in the state of Virginia. Its primary business is residential and COIIJID.ercial construction.

LANDSCAPE ARCInTECT

Land Planning and Design Associates, Inc. Charlottesville, Virginia

June 1988-December 1990

Major responsibilities included site planning and design, feasibility analysis, construction documents and administration for various municipal, recreational, and commercial projects throughout Virginia.

REPRESENTATrvEPROJECTS

CONSTRUCTION ADMrnISTRA nON / PROJECT SUPERINTENDENT

Maple Manor Apartments, Chase City, Virginia

Conversioulrestoration of abandoned circa 1909 public school buildings iuto 26 affordable elderly apartments; National Historic Register Property, Virginia Fifth Congressional District Special Achievement Housing Award 1993, REMODELER MAGAZINE National Merit. Awal"d 1993

222 South Street Offices' & Apartments . Charlottesville, Virginia

Complete renovation, restoration and conversion of circa 1884 house in historic district from existing use as apartments into Class A office space and construction of additional 5 unit apartment building on rear portion of site.

Charlottesville Gastroenterology Associates, Charlottesville, Virginia

Complete reconfiguration/renovation of physicians' offices

Mr. & Mt:s..FrallkUn-Gilliam Residence &-Rar~ Boekstore, Charlottesville, Virginia

Complete renovation, restoration, and addition to circa 1872 house ill historic district for use as primary resldence and Libniry/BocikSiore for ·rare hooks . .. ..

'-

--

Mr. & Mrs. Lloyd Smith Residence. Charlouesville, Virginia (Circa 1894 House)

Several projects of varying size over an extended period including: Basement apartment renovation; . Renovation of crawl space into stand basement. apartment; Kitchen renovation; Powder room renovation; Front porch renovation; Wei bar design/renovation

SITE PLANNmG AND DESIGN

Virginia Highway Rest Areas, Virginia Department of Transportation; site planning & design for improvements for 9 existing Interstate Highway rest area, and 2 new rest areas/tourist information facilities Riverview Park Masterplan, City of Charlottesville Department of Parks & Recreation

Meadow Creek Q)lf Course, City of Charlottesville Department of Parks & Recreation

Maple Manor Apartments, Chase City, Virginia

Noblin Farm Apartments, Clarksville, Virginia

Boydton Crossing Apartments, Boydton, Virginia

L2Crosse Estates Apartments, LaCrosse, Virginia

LANDSCAPEPL~G

01< 01< 01<

'"

Tactical Command Headquarters Entrance Courtyard, Langley AFB, Hampton, Virginia Seniors' Recreation Courtyard, Maryview Nursing Cemer, Suffolk, Virginia

Parker Residence, Palmer Springs, Virginia

Ayling Residence, Milton, Virginia

MEMBERSHIPS

American Society of Landscape Architects Associated General Contractors of America Construction Specifications Institute National Association of Homebuilders

)

William N. Park

EDUCATION

VIRGINIA. POLYTECHNiC [NSTITUTE AND ST ATE UNIVERSITY , Blacksburg, Virginia

Master of Science- Economics, June 1986

VIRGINIA. POLYTECHNIC lNSTIIDTE AND STATE UN1VERSITY, Blacksburg, Virginia

Bachelor of Science- Veterinary Science, June 1984

EMPLOYMENT

PRESIDENT

Pinnacle Construction and Development Corporation Charlottesville, Virginia

January 1991·Present

The corporation, founded in January 1991, is a General Contractor Iicensed in the state of Virginia, The company has significant experience in commercial, multi-family, medical, historic and residential construction,

VICE PRESIDENT OF OPERATIONS Shields Development Corporation Waynesboro, Virginia

July 1989-August 1990

Assisted in the formation of the corporatiou whose major focus was land development and mnlti-family housing, Primary duties included the bidding, scheduling, budgeting and transfer of design information to the building construction phase 'while supervising trades from start to completion,

ASSISTANT VICE PRESIDENT, Agribusiness Department Sovran Bank, N.A.

Charlottesville, Virginia

January 1987-July 1989

Consulted withretail and commercial loan officers in the analysis and structuring of various agribusiness credits, . Responsible for business development and public relations with producers, agribusiness firms e

. trade associations and public officials. Assisted loan officers and borrowers in determining the most appropriate strategies for managing production risks with. futures and options.

_,-

ST APr ASSIST ANT Farm Credit Council Washington, D.C.

July 1986-December 1986

Represented 'the Farm Credit Council at various Senate-House Committee Hearings. Coordinated communications between the Council and District Farm Credit Councils. Disseminated information 10 Senate-House staff assistants in order to illustrate the Council's position of various legislation.

LICENSES EARNED

Real Estate Sales License - Virginia

Commodities Fu.:tures License (Series ill) , .

Spectrum Training Award Recipient - Signifies that the recipient has a comprehensive understanding of

Farmers Home. Admi.uistration 515 and low income housing tax credit regulations as well as multi-family housing management principles.

MEM:BERSBlPS

'_

Member, The Associated General Contractors of Virginia; First V. President - Central Region Member, Governmental Affairs Committee - Blue Ridge Homebuilders Association Member, The Construction Specifications Institute

Urban Design Committee - City of Charlottesville

Board Member - Virginia Council for Affordable and Rural Housing Member, Virginia Apartment Managers Association

Member, Widow's Sons' Lodge No. 60

Deacon, First Presbyterian Church, Charlottesville, V A Member, National Trust Historic Preservation

(

{

Treesdale, LP

General Partner

Limited Partner

Treesdale Realty Partners L.L.C. 0.01%

(

I

I

William Park 49.9950%

Member/Manager

Bluestone Land, LLC 100%

Member, Managers

I r---...___I___,

William Park 50%

Richard Park 500/0

I

Richard Park 49.9950%

Treesdale Park - 2009 VA

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Treesdale Park - 2009 VA

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﻿2009 Federal Low Income Housing Tax Credit Program

Application For Reservation

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2009 Federal Low Income Housing Tax Credit Program