Victory Village - 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, V A 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

4iHDA

2009

v1.4.2009

Low Income Housing Tax Credit Application for Reservation

increase the number of points for whleh you are eUgibleunder VllDA

tnits deterniinatioo of the appropriateamouJlt of credits that it ·1'el,erVelrol'~efi~l9jlffttt~'.l':OU.~aJl,~-r9re •••••

Ien,C!)lllrajl!:ed. to 'Submit aSlfiucb reqll(\5ted information as is available, but tIi[elr·ind"~D,llrmriillllUl"'tto.1'.I~ttelr1l!'~ tlf)'l(lU

[] Electronic Copy of the Microsoft Excel Based Application (MANDATORy) [] Hard Copy of All Application Pages With Signature (MANDATORy)

[] Scanned Copy of the Tax Credit Application with all Attachments (excluding market study and plans & specs) (MANDATOR\: [] $750 Application Fee (MANDATORy)

Tab A:

o A.I

o A.2 []

o

o TabB:

o TabC:

o TabD:

o TabE:

[] TabF:

o TabH:

o Tab I:

o TabJ:

o TabK:

o TabL:

o TabM:

o TabN:

o Tab 0:

o TabP:

o Tab Q:

o TabR:

o Tab S:

o Tab T:

o TabU:

o Tab V:

o Tab W:

o Tab X:

o Tab Y:

DTabZ

Documentation of Development Location:

Qualified Census Tract Certification Revitalization Area Certification Location Map

Surveyor's Certification of Proximity To Public Transportation

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

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 Specitications and Work Write-Up (MANDATORy)

Documentation of Rental Assistance

Documentation of Operating Budget

Documentation of Project Budget

Documentation of Financing Sources

(Reserved)

Nonprofit or LHA Purchase Option or Right of First Refusal Original Attorney's Opinion (MANDATORY)

(Reserved)

Marketing Plan for units meeting accessibility requirements of HUD section 504

Market Study (MAN DATORY-Application will be disqualified if market study not submitted with the applicatioo)

Submission Checklist

2009

For Reservation

Low-Income

I. General Information

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

A. Development Name and Location:

I. Name of Development

2. Address of Development

Victory Village

Intersection of Freedom Ave & Quantico St.

(Street)

Portsmouth

Virginia

23702

(City)

(Zip Code)

(State)

3. If complete address is not available, provide longitude and latitude coordinates (x,y) from

location on site your surveyor deems appropriate. (-76.350149,36.80354)

o Documentation from surveyor attached (TAB A) (Only necessary if street address or street intersections are 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 Portsmouth City (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 CitylCounty is the site located in besides the one mentioned above?

6. Is the development located in a Metropolitan Statistical Area? o Yes 0 No

7. Census Tract the development is located in: 2126

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

10. Is the development an existing RD or HUD S8/236 development? 0 Yes 0 No (If yes, attach required form in TAB Q)

Note: lf there is an identity of interest 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 fee or other fees associated with acquisition and/or rehabilitation. or obtain a waiver ofthis requirement from VHDA prior to application submission to receive these points.

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

other fees associated with acquisition and/or rehab. 0 Yes 0 n/a

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

prior to the application submission deadline. 0 Yes [2] nla

I 1. Is the development located in a census tract with a poverty

rate < 10% with no tax credit units currently present? 0 Yes [2] No

12. Is the development listed on the RD 515 Rehabilitation

DYes

Priority List?

13. Congressional District Planning District State Senate District State House District

o No

__ --::=3'::- __ htlP:ffdISgiS.state.va.USkQngresS!200tPOFa/chap7Tab.pdf __ _;:2~3-_-htlP:fiwNN.vaDdc.prg!abO\JtPdcs.htm#PDC'42QMap __ --.::1~8---htlP:ffdISgis.state.va.uslsenatef2QQ1PDFsiCllao2Tab.cdf

__ ----=8.:,O http://dlsgis.state.va.usIHQusel20Q1HQusePOFs/ChaplTab.odf

14. 0 Location Map Attached (TAB A)

B. Project Description:

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

Victory Village will be a residential component to the Victory Village Mixed Use Project in Portsmouth, Virginia. The project will include office, retail, and hotel uses, plus a new Tidewater Community College Campus. The residential development will be made up of 132 units with clubhouse including community room, lounge, and fitness center. In additional the development will have a pool and a grilling and picnic patio.

2009

Page I

Low Income Housing Tax Credit App1ication For Reservation

C. Reservation Request

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

$124,782

Page 2

2. Credits requested from: 9% Credits

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

D Local Housing Authorities

D Northern Virginia MSA Pool

o Richmond MSA Pool

o Non-Competitive Pool (Preservation)

D Tidewater MSA Pool

D Small MSAlMicropolitan Pool D Rural Pool

D 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.

D This development will receive federal subsidies for: o all buildings or

o some buildings.

D. Type(s) of AlIocation/Allocation Year Skip Part D Here, Go To Page 3

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 D new construction, or

D rehabilitation, Q[_

D 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 10% basis in the development before the end of six months following allocation of credits. For those buildings, the owner requests a carryforward allocation of2009 credits pursuant to Section 42(h)(1)(E) for:

o new construction, Q!

o rehabilitation, or

D 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 2011).

3. Federal Subsidies

o The development will not receive federal subsidies.

o This development will receive federal subsidies for: o all buildings or

D some buildings.

2009

Low-Income Housing Tax Credit Application For Reservation

E. 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 IO-year look-back rule of IRe 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 IOvyear rule under IRe Section 42(d)(2)(D)(i),

Subsection (I) 0

Subsection (II) 0

Subsection (III) 0

Subsection (IV) 0

Subsection (V) 0

o A waiver of the I O-year rule for all buildings has been or will be requested from the Department of the Treasury pursuant to IRe 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 IRe Section 42( e)(3 )(A)(ii).

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

o All buildings in the development qualify for the IRe Section 42(f)(5)(8)(ii)(II) exception.

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

2009 Page 3


23462

II. OWNERSHIP INFORMATION

may allocate credits only to the . owns the development at the time of the allocation. term entity. Please

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

partners) prior to the placed-in-service date of the proposed development shall be prohibited. unless the transfet is consented to by VHDA in its sale discretion. nlPORTANT:

r name Listed on this page must match exactly the owner name listed on the Vitgtnia State Corporatiou Commission Certification.

Must be an individual or legally formed entity

A. Owner Information:

Name RHC TRANS, L.L.C.

Contact Person First: Daniel

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

Address 808 Newtown Road

Middle: B

Last: Heatwole

Federal 1. D. No. 04-3746587 (If not available, obtain prior to Allocation)

Phone 757.473.8575 Fax 757.473.8902 Email address dheatwole@ripheat.com

Type of entity: 0 Limited Partnership 0 Other LLC

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

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)

(Zip Code)

% Ownership 33.33%

33.33%

33.34%

0.00%

0.00%

0.00%

0.00%

100.00%

** These should be the names of individuals who comprise the GP or managing members, not simply the names of separate partnerships or cornorations WhICh may comprise those components.

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

Phone

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

Virginia Beach

(City)

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

Names ** Phone Type Ownership

Ronald C. Ripley 757.473.8575 _m ..... an.;;..;...a.:::.ge.;_r ___

F. Scott Ripley 757.473.8575 manager

F. Andrew Heatwole 757.473.8575 -m-i-an---'ag:.:..e-r------------

B. Seller Information:

Name Victory Crossing Developers II, LLC Contact PersnRobert T. Williams

Address 5801 Harbour View Boulevard, Suffolk, VA 23435 --------------------------------

757 A83.5888

DYes 0 No

% Ownership 0.00%

0.00%

0.00%

0.00%

Page 4

This should be 100% of the GP or managing member interest:

2009


C. Development Team Information:

Complete the following as applicable to your development team.

4. Management Entity (Contact): Melanie Boles

Finn Name: Ripley Heat-w-o'le-C;=O-om-p-an-y-,TIn-c-.---------

Address: 808 Newtown Road, Virginia Beach, VA 23462

Phone: 757.473.8575

Contractor (Contact): F. Scott Ripley

Finn Name: RH ... B ..... u'"'Tili""'di"'"e-rs-, 7In~c-. ::.,._-------------

Address: 808 Newtown Road, Virginia Beach, VA 23462

Phone: 757.473.8575

1.

Tax Attorney:

Finn Name:

Address:

Phone:

Mike Buseck Related Entity?

Williams Mullen

DYes 0 No

2.

Tax Accountant:

Finn Name:

Address:

Phone:

Two James Center, 1021 E. Cart St., Richmond, VA 23218

804.783.6465 Fax:

3. Consultant:

Finn Name:

Address:

Phone:

5.

6.

Architect:

Finn Name:

Address:

Phone:

Alvin Wall

Related Entity? DYes 0 No
Fax: 757.625.0527
Related Entity? DYes 0 No
Role:
Fax:
Related Entity? o Yes 0 No
Fax: 757.473.8902
Related Entity? o Yes 0 No Wall, Einhorn & Chernitzer

555 Main Street, Suite 1500, Norfolk, VA 23514

757.625.4700

Fax:

757.473.8902

Craig Miller Related Entity? 0 Yes 0 No

CMSS Architects, PC

4505 Columbus Street, Suite 100, Virginia Beach, VA 23462

757.222.2010 Fax: 757.222.2022

7. Real Estate Attorney: Mike Nuckols Related Entity? 0 Yes 0 No

Finn Name: Faggert & Frieden, P.e.

Address: 222 Central Park Ave, Suite 1300, Virginia Beach, VA 23462

Phone: 757.424.3232 Fax: 757.424.0102

8.

Mortgage Banker:

Finn Name:

Address:

Phone:

9.

Other (Contact):

Finn Name:

Address:

Phone:

2009

F. Andrew Heatwole Related Entity? 0 Yes 0 No

... ~~~--~~,....,~------------

Virginia Financial Advisors

808 Newtown Road, Virginia Beach, VA 23462

Fax: 757.473.8902

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

757.473.8575

Related Entity?

-----------------------Role:

DYes 0 No

Fax:

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

Page 5


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 IRC Section 501 (a), whose purposes include the fostering oflow-income housing:

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

2. Must own all general partnership interests in the development.

3. Must not be 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: o and go on to part III

2. Mandatory Questionnaire

If there is 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 non pro fill

(Contact Person)

(Street Address)

(City)

(Zip code)

(State)

(Phone)

(Fax)

5.

Percentage of Nonprofit Ownership (All nonprofit applicants)

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

2009

Page 6

0.0%


III. DEVELOPMENT INFORMATION

A. Structure and Units:

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

Percentage of rental units designated low-income

132

132 bedrooms 240

27 bedrooms 54

20.45%

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

o Row HouselTownhouse

o Garden Apartments

o Slab on Grade

o Detached Single-family

o Detached Two-family

o Basement

o Crawl space

o Elevator

Age of Structure:

Number of stories:

o

3

3. Number of new units

Number of adaptive reuse units Number of rehab units

132 bedrooms 240

---~O~bedrooms 0

---~O~bedrooms ----;O~

4. Total Floor Area For The Entire Development

167,532.04 (Sq. ft.)

5. unneateo i-toor Area (Breezeways, Balconies, Storage)

22,~55.l)~ (Sqft)

6. Nonresidential Commercial Floor Area (N ot eligible for funding)

7. Total Usable Residential Heated Area

828.70 (Sq. fl.)

143,847.36 (Sq.ft.J

8. Number of Buildings (containing rental units)

6

9. Commercial Area Intended Use:

coffee shop

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

o Low-Rise (1-5 stories with gny 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 ofthe following in the space provided.

Community Facilities:

The community will have a clubhouse with resident lounge, fitness center,

pool, and a grilling station with picnic area

Exterior Finish: Brick and Fiber Cement Siding

Heating/ AC System: High Efficiency Heat Pump

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

Architectural Style:

Traditional

2009

Page 7

come Housing Tax Credit Application For Reservation

1. Specify the average size per unit type:

Assisted Lvg 0.00 SF

I-Sty-Eff-Eld 0.00 SF

l-Sty 1BR-Eld 0.00 SF

1-Sty 2BR-Eld 0.00 SF

Eff-Eld 0.00 SF

1,390.52 SF 0.00 SF 0.00 SF 0.00 SF 0.00 SF

(Including pro rata share of heated common area)

IBdnn Eid i 0.00 SF 3-Bdnn Gar

2Bdnn Eld 10.00 SF 4-Bdnn Gar

Eff-Gar 10.00 SF 2-Bdnn TH

l-Bdrm Gar 813.00 SF 3-Bdnn TH

2-Bdnn Gar 1,131.19 SF 4-Bdnn TH

2. Total gross usable, heated square feet for the entire project less nonresidential conunercial area: 143,847.36 0 Documentation attached (TAB F) Mandatory

(Sq. ft.)

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

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

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

o Documentation attached (TAB F Architect Certification) Mandatory

For any project, upon completion of construction/rehabilitation: 100% a(l) 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 of 749 square feet is provided

(Optional Point items)

[] b.
35% c.
0 d.
0 e.
2] f Percentage of exterior walls covered by brick (excluding triangular gable ends, doors and windows) AU kitchen and laundry appliances meet the EPA's Energy Star qualified program requirements

AU 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

(for through- the-wall heat pump equipment that has an EER rating of 11.0 or more), or (ii) air conditioning units with a SEER rating of 14.0 or more and a variable speed air handling unit, combined with gas furnaces with an AFUE rating 0[90% or more

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

o h. Each bathroom consists only oflow-flow faucets (2.2 gpm max.) and showerheads (2.Sgpm max.)

o L Provide necessary infrastructure in all units for high speed cable, DSL or wireless internet sevice,

o j. All water heaters meet the EPA's Energy Star qualified program requirements.

2009

Page 8

Low Income Housing Tax Credit Application For Reservation

For all projects exc1usively serving elderly and/or handicapped tenants, upon completion

of construction/rehabilitation: (Optional Point items)

o a. Db.

o c.

o d.

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

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

Accessibility

Check one or none of the following pomt categories, as appropriate:

o F or 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 order 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) are actively marketed to people with special needs in accordance with a plan submitted as part of the Application. (If special needs include mobility impairments the units described above must include roll-in showers and roll under sinks and front controls for ranges).

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 HCV 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.

DYes - 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.

DYes 0 No If Yes, attach appropnate documentation at TAB F

Universal Design - Units Meeting Universal Design Standards

a. The architect ofrecord certifies thai units will be constructed to meet VHDA's Universal Design standards.

DYes 0 No If Yes, attach appropnate documentation at TAB F

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

o Units 0%

VHDA Certified Property Management Agent

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

o Yes 0 No

o Yes DNa ONiA The market-rate units' amenities are substantially equivalent to those of the

low-income units. If no, explain di fferences:

2009

Page 9

Note: In order to 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.


IV. TENANT INFORMATION

Set-Aside Election:

UNITS SELECTED BELOW IN BOTH COILUMNS DETERML~E POINTS FOR THE BONUS POINi CATEGORY

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: 6 Number of units 22% of total low-income units

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

4. If leasing 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:

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

DYes o No

Units Provided Per Household Type:

Income Levels

# of Units % of Units

o

0.00%

40% Area Median 50% Area Median 60% Area Median

Non-LMI Units Total

Rent Levels
# of Units % of Units
0 0.00% 40% Area Median
1./ :m.45IJ7o 50% Area Median
U iJ.iXi% 60% Area Median
1U.5 79.55% Non-LMI Units
132 nm.iJ(jO/o Total 20.45%

Portsmouth Redevelopment and Housing Authority

Deloris Adams, Supervisor

D Required documentation attached (TAB H)

Page 10

0.00%

79.55%

lM.oo%

B. Special Housing NeedslLeasing Preference:

Organization which holds such waiting list:

Contact person (Name and Title)

Phone Number 757-391-2913

2009


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 whicb tbe development will be located:

Chief Executive Officer's Name Kenneth L. Chandler

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

Chief Executive Officer's Title City Manager

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

Street Address City Hall, 801 Crawford Street, 6th Floor Phone (757) 393-8641

City Portsmouth State VA Zip 23704

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

Name and title of local official you have discussed this project with who could answer questions for the local CEO: Fred Brusso, Jr., Special Projects Administrator/Planning

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

VHDA notification letter to CEO submitted prior to 5:00 PM 3/5/09: (9% competitive credits only) 0 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

Phone Zip

State

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

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 D No

B. Project Schedule

ACTUAL OR NAME OF
ACTIVITY ANTICIPATED PERSON
DATE RESPONSIBLE
Site 1I12!20~9
Option/Contract F. Andrew Heatwole
Site Acquisition 10/10/2009 F. Andrew Heatwole
Zoning Approval 1113/2009 Robert T. Wiliams
Site Plan Approval 8/112009 Daniel B. Heatwole
Financing 1
A_ Construction Loan
Loan Application 8/1/2009 Daniel B. Heatwole
Conditional Commitment 9/112009 Daniel B. Heatwole
Finn Commitment 10/1/2009 Daniel B. Heatwole
B. Permanent Loan - First Lien 8fl1200~
Loan Application Daniel B. Heatwole
Conditional Commitment 9/112009 Daniel B. Heatwole
Finn Commitment 10/112009 Daniel B. Heatwole
C. Permanent Loan-Second Lien 1
Loan Application
Conditional Commitment
Firm Commitment
D. Other Loans & Grants I
Type & Source, List
Application
Award/Commitment
Formation of Owner
IRS Approval of Nonprofit Status
Closing and Transfer of Property to Owner 10110/2009 F. Andrew Heatwole
Plans and Specifications, Working Drawings 7/1/2009 Daniel B. Heatwole
Building Permit Issued bv Local Government 8/112009 Daniel B. Heatwole
Start Construction 9/1/2009 F. Scott Ripley
Begin Lease-up 9/1/2010 Melanie Boles
Complete Construction 4/1/2011 F. Scott Ripley
Complete Lease-Up 9/1/2011 Melanie Boles
Credit Placed in Service Date 4/1/2011 Daniel B. Heatwole 2009

Page l I

SITE CONTROL

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

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

. If the Owner receives a reservation of credits, the property must be titled in the name of or leased by (pursuant to a longthe Owner before the allocation of credits is made tbis year.

us betore 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:

[2] Purchase Contract - attached (expiration date:

12111109

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 of form 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

[2] 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 11105/09 (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 - L1HTC Units Project Wide Capture Rate· Market Units Project Wide Capture Rate" All Units Project Wide Absorption Period (Months)

0.00%

0.00%

0.00%

o

2009

Page 12


Site Description

1.

Exact area of site in acres

4.600

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

DYes 0No

o Required documentation form attached (TAB L)

3. Is site properly zoned for the proposed development?

o Yes ONo

o Required documentation form attached (TAB M)

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

DYes 0No

o Required documentation form attached (TAB A)

D. Photographs

Include photographs otthe site and any existing structurets) in TAB 0, 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)

1. 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 floorplan(s) showing apartment types and placement

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

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

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

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

In addition: required documentation for rehabilitation properties

A unit-by-unit work write-up.

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

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

2009

Page 13


VII. OPERATING BUDGET

A. Rental Assistance

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

Dyes [2] No

2. If yes, indicate type ofrental assistance:

D Section 8 New Construction Substantial Rehabilitation D Section 8 Moderate Rehabilitation

D Section 8 Certificates

D Section 8 Project Based Assistance D RD 515 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:

D Contract or other agreement attached (TAB Q)

o

o

-

B. Utilities

1. Monthly Utility Allowance Calculations

utilities Type of Utility Utilities Enter Allowances by Bedroom Size
(Gas. Electric, Oil. etc.) Paid by: O-bdr l-bdr 2-bdr 3-bdl" 4-br
Heating DOwner IK:]renant 0 29 35 41 0
Air Conditioning DOwner IK:]Tenoml 0 0 0 0 0
Cooking DOwner IK:]Tenam 0 6 7 8 0
Lighting DOwner IK:]Tenanl 0 7 9 11 0
Hot Water DOwner IK:]renanl 0 8 10 14 0
Water DOwner IK:]Tenanl 0 0 0 0 0
Sewer DOwner IK:]renanl 0 0 0 0 0
Trash DOwner Drenanl 0 0 0 0 0
Total utility allowance for costs paid by tenant $0 $50 $61 $74 $0 2. Source of Uti lity Allowance Calculation (Attach Documentation TAB Q) D HUD

[2] Utility Company (Estimate)

D Utility Company (Actual Survey)

D LocalPHA D Other:

Page 14

2009

2009


C. Revenue

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

Total Number of Total Monthly
UnitTlEe Tax Credit Units Rental Income
Efficiency Units 0 $0
I Bedroom Units 0 $0
2 Bedroom Units 21 $14,595
4 Bedroom Units 0 SO
Total Number of Tax Credit Units 27
Plus Other Income Source (list): Vending Fees, Eet. $270
Equals Total Monthly Income: SI9,725
Twelve Months x12
Equals Annual Gross Potential Income $236,700
less Vacancy Allowance ( 7.0% ) $16,569
Equals Annual Effective Gross Income (EGI) - Low Income Units $220,131
·'Beginning at Row 75 enter the appropriate data for both tax credit and market rate units in the yellow shaded cells.
2. Indicate the estimated monthly income for the Market Rate Units: ••

Total Number of Total Monthly
Unit Type Market Uni Is Rental Income
Efficiency Units a $0
I Bedroom Units 30 $29,850
3 Bedroom Units a $0
4 Bedroom Units 0 $0
Total Number of Market Units 105
PI US Other Income Source (list): Water/Sewer Rebate, Vending Fees, Late Fees, etc $3,822
Equals Total Monthly Income: $127,297
Twelve Months ,,12
Equals Annual Gross Potential Income $1,527,564
Less Vacancy Allowance ( 7.0% ) $106,929
Equals Annual Effective Gross Income (EGI) - Market Rate Units $1,420,635 0 Documentation in Support of Opera ling Budget attached (TAB R)
List number of units by type: TOTAL UNITS
ASSISTED L \/G EFF·ELD 1 BtlRM·E:LO 2 BO RM-ELD EFF·GAR j BDRM-GAR
0 0 30
2E!DRM-GAR lBDRM-GAR 4BORM·GAR 2 SD FlM-TH 3 SO RM-TH 4 SDRM-TH
96 6 0 0
1 STY-EFF-ELo 1 STY-1 SR·ELo II 1 STY-2 BR·ELD Note: Please De sure to enter the number or units in the
0 appropriate unit category, If not, you will find an error on

the scoresh ee t at 5 a, 6a & 6b.
List number of units by type: TAX CREDIT UJ\iITS
ASSISTED LVG EFF·ELO j BO RM-ELo 280 FlM·E:LO EFF-OAR 1 BoRM-GAR
0 0
2 an RM-GAFl 3 BO RM-GAR 4BD RM·GAR 2 ao RM-TH 3 BO RM-TH 4 BO RM-TH
21 6
1 STY-EFF·ELD j STY-1 6R-ELD II 1 STY·2 BR-ELD

Efficiency Units I
Unit Type I Net Rentable Monthly Renl Total
Rent Targeting Number Units Sguare Feet Per Unit Monlhly Rent
Efficiency - 40% ffi 0.00 § s -
Efficiency·40% D.OO s -
Efficiency - 40% 0.00 $ Page 15

2009

Rent Targeting

Number Units

l-Bedroom Units Net Rentable Square Feet

Monthly Rent Per Unit

Total Monthly Rent

Page 15

Efficiency - 40% a 0.00 $ i- S -
Efficiency - 40% a 0.00 $ I- S
Efficiency - 40% 0 0.00 $ i- S
Efficiency - 40% a 0.00 s '- S
Efficiency - 40% 0 0.00 $ - S
Efficiency - 40% 0 0.00 $ ;- $
Efficiency - 40% 0 0.00 $ ,- $
Efficiency - 40% 0 0.00 $ i- $
Efficiency - 40% 0 0.00 $ , - $
Efficiency - 40% a 0.00 $ '- $
Efficiency - 40% 0 0.00 $ ;. $
Efficiency - 40% 0 0.00 $ - $ -

Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ ,- $ -
Efficiency - 50% 0 0.00 $ t- $ -
Efficiency - 50% a 000 $ - s -
Efficiency - 50% 0 0.00 $ i- $ -
Efficiency - 50% 0 0.00 $ - s -
Efficiency - 50% 0 0.00 $ ,- $ -
Efficiency - 50% 0 0.00 $ '- s -
Efficiency - 50% 0 0.00 $ $
Efficiency - 50% 0 0.00 $ $ -
Efficiency - 50% 0 0.00 $ $ -
Efficiency - 50% 0 0.00 $ $ -
Efficiency - 50% 0 0.00 $ $ -
Effi ciency - 50 % 0 0.00 $ $ -

Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% a 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% a 0.00 $ - $ -
Efficiency - 60% 0 0.00 s - $ -
Efficiency - 60 % a 0.00 $ - $ -
Efficiency - 60% 0 0.00 S ,. $ -
Efficiency - 60% a 0.00 $ - s -
EffIciency - 60% 0 0.00 $ - s -
Eff,ciency - 60% 0 0.00 $ ,- $ -
Efficiency - 60% 0 0.00 $ i- $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% a 0.00 $ - $
Efficiency - 60% a 0.00 $ r- S
EffiCiency - 60% a 0.00 $ - $ -
Total Efficiency Total Monthly Eft.
Tax Credit Units: 0 0.00 Tax Credit Rent: $ .

Efficiency- Market a 0.00 $ · $ -
Efficiency - Market 0 0.00 $ · s -
Efficiency - Market a 0.00 $ · $
Efficiency - Market 0 0.00 s · s
Efficiency· Market 0 0.00 $ · $
Efficiency - Market a 0.00 $ · $ -
Efficiency - Market 0 0.00 $ · $ -
Efficiency - Market a 0.00 $ - $
Efficiency - Market a 0.00 s · $
Efficiency· Market 0 000 $ · $
Efficiency. Market 0 0.00 $ · $
Efficiency - Market 0 000 s - $
Efficiency - Markel 0 0.00 s - $ -
Total Efficiency
Markel Units: 0 0.00 Total Monthly
Eft. Market Rent: $ .
Total Eft. uous. 0 Total Eft. Renl s - 1 BR - 40%
1 BR - 40%
1 BR - 40%
1 BR-40%
1 BR - 40%
1 BR - 40%
1 BR - 40%
1 BR - 40%
1 BR - 40%
1 BR - 40%
1 BR - 40%
1 BR - 40%
1 BR-40%
1 BR - 40%
1 BR - 40%
1 BR - 50%
1 BR - 50%
1 BR - 50%
1 BR - 50%
1 BR-50%
1 BR - 50%
1 BR - 50%
1 BR - 50%
1 BR-50%
1 BR-50%
1 BR - 50%
1 BR - 50%
1 BR - 50%
1 BR - 50%
1 BR - 50%
1 BR - 60%
1 BR - 60%
1 BR -60%
1 BR -60%
1 BR -60%
1 BR -60%
1 BR -60%
1 BR -60%
1 BR - 60%
1 BR -60%
1 BR - 60%
1 BR - 60%
1 BR-60%
1 BR-60%
1 BR-60%
Totall-BR
Tax Credit Units:
1 BR - Market
1 BR - Market
1 BR - Market
1 BR - Market
1 BR - Market
1 BR - Market
1 BR - Market
1 BR - Market
1 BR - Market
1 BR - Market
1 BR - Market
1 BR - Market
1 BR - Market
1 BR - Market
1 BR - Market
Totall.sR
Market Units:
2009 0 0.00 $ t-
O 0.00 $ 1_
0 0.00 $ .-
0 0.00 $
0 0.00 $ ,-
0 0.00 $
0 0.00 $
0 0.00 $
0 0.00 s
0 0.00 $
0 0.00 s
0 0.00 s
0 0.00 $ ,-
0 0.00 $
0 0.00 $ 0 0.00 $ ,-
a 0.00 $ -
0 0.00 $
0 0.00 $ -
0 0.00 $
0 0.00 $
0 0.00 $ '-
a 0.00 $ -
0 0.00 $ -
0 0.00 s -
a 0.00 $ -
a 000 $ -
0 0.00 $ -
a 0.00 $ -
a 0.00 $ - 0 0.00 $ -
a 0.00 $ i-
a 0.00 $ -
a 0.00 $ -
a 0.00 $ -
a 0.00 $ -
a 0.00 $ -
a 0.00 $ -
a 0.00 $ -
0 0.00 $ -
a 0.00 $ -
a 0.00 $ -
a 0.00 $ -
a 0.00 $ -
a 000 $ - o

Total Monthly 1-1lR Tax Credit Rent:

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $

0.00

30 731.78 $ 995
a 0.00 $ -
a 0.00 $ -
a 0.00 s -
a 0.00 $ -
a 0.00 $ -
a 0.00 $ -
a 0.00 $ -
0 0.00 $ -
a 0.00 $ -
a 0.00 $ -
0 0.00 $ -
0 0.00 $ -
a 000 $ -
a 0.00 $ - 30

21,953.40

Total Monthly

l-BR Market I«!nt: ",;;,$===,;2,;;9,~8,;,,50;.,

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

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

s

$ 29,850
s
s
$
s
$
$
$
s
:I>
$
s
s
$
$ Page 15

2009

2·Bedroom Units J
Net Rentable Monthly Rent Total
Rent Targeting Number Units Sguare Fee! Per Unit Monthly Rent
2 BR·40% 0 0.00 $ · s -
2 BR-40% 0 000 $ - s ·
2 BR - 40% 0 000 s · s ·
2 BR-40% 0 0.00 s · $ -
2 BR - 40% 0 0.00 $ · $ -
2 BR-40% 0 0.00 $ - $ -
2 BR-40% 0 0.00 $ , . $ -
2 BR-40% 0 0.00 $ , . $ -
2 BR - 40% 0 0,00 s , . $ -
2BR-40% a 0.00 $ : - $
2BR·40% a 0.00 $ ,- $
2BR-40% a 0.00 $ : - s
2BR-40% a 0.00 s · $
2BR-40% a 0.00 $ · $
2BR-40% 0 0.00 $ · s

2BR-50% 10 1,030.00 $ 1695 s 6,950
2BR·50% 11 1,017.11 s !695 $ 7,645
2BR -50% a 0.00 $ , . $
2BR ·50% a 0.00 $ · $
2 BR -50% a 0.00 $ - s
2 BR -50% 0 0.00 $ · $
2 BR -50% a 0.00 $ - s -
2 BR - 50% 0 0.00 s · $
2 BR -50% a 000 $ · $ ·
2 BR ·50% 0 0.00 $ ,- $ -
2 BR -50% 0 0.00 $ · $ -
2 BR ·50% 0 0.00 $ - $ -
2 BR -50% a 0.00 $ '. $ -
2 BR ·50% a 0.00 s - $ -
2 BR ·50% 0 0.00 $ :- $ -

2 BR -60% 0 0.00 $ · $
2 BR-60% 0 0.00 $ $
2 BR·60% 0 0.00 $ s
2 BR-60% 0 0.00 $ $
2 BR-60% a 0.00 $ $
2 BR-60% 0 0.00 $ $ ·
2BR-60% a 0.00 $ $ -
2BR-60% a 0.00 $ $ ·
2BR-60% a 0.00 s - $ -
2 BR -60% a 0.00 s - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ · $ -
2BR-60% 0 0.00 $ - $ -
2BR-60% 0 0.00 $ - $ -
ZBR-6D% a 0.00 $ - $ -
Total2-BR Tolal Monthly 2-BR
Tax Credit Units: 21 21,488.21 Tax Credit Rent: $ 14,595

2 BR - Market 50 1,030.00 $ 1,275 $ 63,750
2 BR - Market 25 1,017.11 $ 1,195 $ 29,875
2 BR - Market 0 0.00 $ · s
2 BR - Market a 0.00 $ - $
2 BR-Markel 0 0.00 $ - s
2 BR - Market 0 0.00 $ · $
2 BR - Markel a 0,00 $ - $ -
2 BR - Markel a 0.00 $ - $
2 BR - Markel a 0.00 $ " $
2 BR - Markel a 0.00 $ - $
2 BR - Markel a 0.00 s - $
2 BR - Market a 0.00 s - $ Page 15

Total1-BR Units:

30

Total 1-BR Rent

$

29,850

2009

2 8R - Market 2 8R - Market 2 8R - Market

Total 2-BR Market Units:

Totat 2-BR Units:

~~~: t:=±=j ~ tt==tj s

75

96

Number Units

o

o

o

o

o

o

o

o

o

o

o

o

o

o

o

76,927,75

3-Bedroom Units Net Rentable Square Feet

1,239,78

Total Monthly 2-BR Markel Renl:

T otat 2-BR Rent

1

Monthly Rent

PerU"i!

0.00

810

$

$

108,220

93,625

Rent Targeting

3 8R - 40% 3 BR - 40% 3BR-40% 3BR-40% 3BR-40% 3BR-40% 3BR-40% 3BR-40% 3BR-40% 3BR-40% 3BR-40% 3BR-40% 3BR-40% 3 BR -40% 3 BR -40%

3 BR - 50% 3 BR - 50% 3 BR - 50% 3 BR - 50% 3 BR - 50% 3BR-50% 3BR-50% 3BR -50% 3BR -50% 3BR -50% 3 BR - 50% 3 BR -50% 3 SR -50% 3 SR -50% 3 SR-50%

3 BR-60% 3 SR - 60% 3 SR - 60% 3 SR - 60% 3 SR -60% 3 SR -60% 3 BR -60% 38R-60% 38R-60% 38R-60% 3 BR - 60% 3 BR -60% 3 BR - 60% 3SR -60% 3 SR - 60% Totall-BR

Tax Credit Units:

3 BR - Market 3 BR· Market 3 BR· Market

6

o

o

o

o

o

a

o

o

o

o

o

o

o

o

7,438,68

$

0.00

$

Tolal Monthly Rent

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

4,860

Page 15

o

a

o

o

o

o

o

o

o

o

o

o

o

o

o

s

0.00

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

4,860

6

$

0.00

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

0.00

$

0.00

s

0.00

0.00

s

0.00

0.00

s

$

0,00

$

0,00

$

0.00

0,00

$

$

0,00

0,00

$

$

$

$

0,00

0,00

s

000

$

$

0,00

(l,00

$

$

(l.00

$

0.00

0,00

$

$

0.00

$

0.00

0.00

$

$

0,00

0.00

0.00

s

0.00

$

$

0.00

0.00

$

$

0,00

0,00

$

0.00

$

$

0,00

0.00

$

0.00

$

0.00

$

0.00

$

$

0.00

0,00

$

0,00

$

Total Monthly 3.f!R Tax Credit Renl:

s

3 BR - Markel 3 BR - Markel 3 BR - Markel 3 BR - Markel 3 BR - Markel 3 BR - Markel 3 BR - Markel 3 BR- Markel 3 BR - Markel 3 BR- Markel 3 BR- Markel 3 BR - Markel

Total J-BR Market Units:

10lal J-BR Units:

2009

a 0.00 $ "
a 0.00 $ "
0 0.00 $ •
a 0.00 $ "
a 0.00 $ ~
a 0.00 $ ·
a 0.00 $ ·
a 0.00 $ •
a 0.00 $ ·
a 0.00 $ ·
a 0.00 $ ·
a 0.00 $ · o

o.oo

Total Monthly

3-BR Market Rent: =$~=o====

6

T alai 3-BR Rent

,,"Bedroom UnIts ~I
Net Rentable Monthly Rert Total
Rent Targeting t'jumt!er Units ~~~,,!5! F!i!~ Per Unit Monthly Rent
4 BR-40% 0 0.00 $ " $ -
4 BR-40% 0 0.00 $ · $ -
4 BR-40% a 0.00 $ · $
4 BR-40% a 0.00 $ · $
4 BR-40% 0 0.00 $ · $
4 BR-40% 0 0.00 $ · $
4 BR-40% 0 0.00 s , $ -
4 BR-40% 0 0.00 $ • $
4 BR-40% 0 0.00 $ · $ -
4 BR-40% a 0.00 $ · $ -
4 BR-40% a 0.00 $ · $ -
4 BR-40% a 0.00 $ · $ -
4 BR-40% a 0.00 $ · $ -
4 BR-40% a 0.00 $ · $ -
4 BR- 40% a 0.00 s · $ -

4 BR- 50% a 0.00 $ · $ -
4 BR- 50% a 0.00 s • s -
4 BR- 50% 0 0.00 $ · $ -
4 BR- 50% a 0.00 $ · $ -
4 BR- 50% 0 0.00 $ , $ -
4 BR- 50% 0 0.00 $ · $ -
4 BR- 50% 0 0.00 $ · $ -
4 BR- 50% 0 0.00 $ • $ -
4 BR - 50% 0 0.00 s · $ -
4 BR - 50% a 0.00 $ - $ -
4 BR - 50% 0 0.00 $ · $ -
4 BR - 50% 0 0.00 $ · s -
4 BR - 50% 0 0.00 $ · $ -
4 BR - 50% 0 0.00 s - $ -
4 BR - 50% 0 0.00 $ · $ -

4 BR - 600/, a 0.00 s - $ -
4 8R -60% a 0.00 $ · $ -
4BR -60% a 0.00 $ - s -
4 BR - 60% a 0,00 s - $ -
4 8R - 60% a (JOO $ · $ -
4 BR - 60% a (JOO $ · $ -
4 BR -60% a 0.00 s · s
4 BR - 60% a 0.00 $ - $ -
4BR-60% a 0.00 $ - s
4 BR - 60% a 0.00 $ - $
4 BR - 60% a 0,00 $ - s
4 BR - 60% a 000 $ · s
4 BR -60% a 0.00 $ - s
4 BR - 60% a 0.00 $ - $ $ $ $ s $ $ $ $ $ $ $ $

$

4,860

Page 15

2009

4BR·60% 0 II 0.00 11$ I- s
101al4-BR lolal liIIonlhly 4-BR
lax Credit Units: 0.00 lax Credit Rent: $
4 BR· Market 0 0.00 $ $
4 BR - Market 0 0.00 s $
4 BR - Market 0 0.00 $ $
4 BR - Market 0 0.00 $ , $
4 BR - Market 0 0.00 $ $
4 BR - Market 0 0.00 $ $
4BR-Marllet 0 0.00 $ $
4 BR - Market 0 0.00 s $
4 BR - Market 0 0.00 $ $
4 BR - Market 0 0.00 s $
4 BR - Market 0 0.00 $ $
4 BR - Market a 0.00 $ $
4 BR - Market 0 0.00 $ $
4 BR - Market 0 0.00 $ $
4 BR - Market 0 0.00 $ $
lotal4-BR
Market Unils: 0 000 lolal Monthlr
4-BR Market Rent: $
Total 4-BR Units: 0 Total4-BR R.." $
Tolal Units 132 Ne. Renlable SF: lC Units . 28,926.89
MKT Units 98,881.15
Total NRSF; 127,808.04
Floor Space Fraction 22.6331% Page 15


$9,O(}O

D. Operating Expenses

Administrative:

I. Advertising/Marketing

2. Office Salaries

3. Office Supplies

4. Office/Model Apartment (type_)

5. Management Fee 5.17% ofEG!

~===~

6. Manager Salaries

7. Staff Unit (s) (type_)

8. Legal

9. Auditing

10. Bookkeeping/Accounting Fees II. Telephone & Answering Service

12. Tax Credit Monitoring Fee

13. Miscellaneous Administrative

Total Administrative

643.1590909 Per Unit

==========

Utilities

14. Fuel Oil

15. Electricity

16. Water

17. Gas IS. 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

2S. 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/Ccnrract

36. Decorating Supplies

37. Miscellaneous

Operating & Maintenance Total.

Taxes & Insurance

38. Real Estate Taxes

39. Payroll Taxes

40. Miscellaneous Taxes/Licenses/Permits

41. Property & Liability Insurance

42. Fidelity Bond

43. Workman's Compensation

44. Health Insurance & Employee Benefits

45. Other Insurance

Total Taxes & Insurance

Total Operating Expense

DI. TotalOper. Ex. Per Unit

______ -'$_4,;..4..;..\6_· D2. Tota\ Opcr, Ex. As % EGI (from £3)

35.53%

Replacement Reserves (Total # Units X $300 or $250 New Const. Elderly Minimum)

Total Expenses

2009

$22,880

$84,897

$33,280

$171,509

$15,840

$28,950

$13,815

$58,730

$17,990

$48,675

$13,200

$122,213

$188,2J2

$I3,511

$22,400

$230,508

$582,960

539,600

$622,560

Page 16

$7,500

°

$0

$2,200

$6,000

o

$2.1 12

$2,640

$1,000

$0

125

$910

o

$1,848

$7.920

o

o

$500

$9,000

$3,300

o

$1,980

$8,550

°

o

$5,940

$2.400

$100

$125

$600

$5,040

$500


Cash Flow (First Year)

1. Annual EGI Low-Income Units from (Cl)

2. Annual EGI Market Units (from C2)

3. Total Effective Gross Income

4. Total Expenses (from D)

5. Net Operating Income

6. Total Annual Debt Service (from Page 21 B2)

7. Cash Flow Available for Distribution

$220,131
+ $1,420,635
$1,640,766
S622,560
$1,018,206
$878,199
$140,006 F. Projections for Financial Feasibility - 15 Year Projections of Cash Flow
Stabilized
Year 1 Year 2 Year 3 Year 4 Year 5
Eff. Gross Income 1,640,766 1,681,785 1,723,829 1,766,925 1,811,098
Less Oper. Expenses 622,560 647,462 673,361 700,295 728,307
Net Income 1,018,206 1,034,322 1,050,468 1,066,630 1,082,791
Less Debt Service 878,199 878,199 878,199 878,199 878,199
Cash Flow 140,006 156,123 172,269 188,430 204,592
Debt Coverage Ratio 1.16 1.18 1.20 1.21 1.23
Year 6 Year 7 YearS Year 9 Year 10
Eff. Gross Income 1,856,376 1,902,785 1,950,355 1,999,113 2,049,091
Less Oper. Expenses 757,439 787,737 819,246 852,016 886,097
Net Income 1,098,936 1,115,048 1,131,108 1,147,097 1,162,994
Cash Flow 220,737 236,849 252,909 268,898 284,795
Debt Coverage Ratio 1.25 1.27 1.29 1.31 1.32
Year 11 Year 12 Year 13 Year 14 Year 15
Eff. Gross Income 2,100,319 2,152,827 2,206,647 2,261,813 2,318,359
Less Oper. Expenses 921,541 958,403 996,739 1,036,608 1,078,072
Net Income 1,178,778 1,194,424 1,209,909 1,225,205 1,240,286
Cash Flow 300,578 316,225 331,709 347,006 362,087
Debt Coverage Ratio 1.34 1.36 1.38 lAO lAI
Estimated Annual Percentage Increase in Revenue 2.50% (Must be 2:._ 3%)
Estimated Annual Percentage Increase in Expenses 4.00% (Must be 2... 4%) 2009

Page 17


VIII. PROJECT BUDGET

CostJBasisiMaximum Allowable Credit

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

D Executed Construction Contract

D Executed Trade Payment Breakdown D Appraisal

D 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 vrn.

Amount of Cost up to 100% Includable in
Eligible Basis-Use Applicable Column(s):
"30% Present Value Credit" (D)
Item (A) Cost (B) Acquisition (C) Rehab! "70 % Present
New Construction Value Credit"
1. Contractor Cost
A. Off-Site Improvements 0 0 0 0
B. Site Work 1,236,400 0 1,236,400 0
C. Other: 0 0 0 0
D. Unit Structures (New) 10,410,048 0 10,410,048 0
E. Unit Structures (Rehab) 0 0 0 0
F. Accessory Building (s) 117,751 0 117,751 0
G. Asbestos Removal 0 0 0 0
H. Demolition 0 0 0 0
1. Commercial Space Costs 0 0 0 0
1. Structured Parking Garage 0 0 0 0
K. Subtotal A: (Sum IA .. ]J) 11,764,199 0 11,764,199 0
L. General Requirements 352,926 0 352,926 0
M. Builder's Overhead 117,642 0 117,642 0
( 1.0% Contract)
N. Builder's Profit 529,389 0 529,389 0
( 4.5% Contract)
O. Bonding Fee 0 0 0 0
P. Other: 0 0 0 0
Q. Contractor Cost
Subtotal (Sum I K .. I P) $12,764,156 $0 $12,764,156 $0

2. Owner Costs
A. Building Permit 33,000 0 33,000 0
B. Arch.lEngin. Design Fee 224,400 0 224,400 0
( 1,700 IUnit)
C. Arch. Supervision Fee 66,000 0 66,000 0
( __2QQ, lUnit)
D. Tap Fees 108,110 0 108,110 0
E. Soil Borings 3,500 0 3,500 0 2009

Page 18


Amount of Cost up to 100% Inch ... Jahle in
Eligible Basis-Use Annlicahle Columrus):
Item (A) Cost (B) Acquisition (C) Rehabl "70 % Present
2. Owner Costs Continued
F. Construction Loan 80,825 0 80,825 0
Origination Fee
G. Construction Interest 821,955 0 796,955 a
(~for __ 0 months)
H. Taxes During Construction 25,000 0 25,000 0
I. Insurance During Construction 50,000 0 50,000 0
J. Cost Certification Fee 10,000 0 10,000 0
K. Title and Recording 76,500 0 74,000 0
L. Legal Fees for Closing 20,000 0 18,000 0
M. Permanent Loan Fee 110,000 0 0 0
( 0.0%)
N. Other Permanent Loan Fees 0 0 0 0
O. Credit Enhancement 0 0 0 0
P. Mortgage Banker 80,825 0 40,412 0
Q. Environmental Study 2,500 0 2,500 0
R. Structural/Mechanical Study 0 0 0 0
S. Appraisal Fee 6,000 0 6,000 0
T. Market Study 4,000 0 4,000 0
U. Operating Reserve 750,380 0 0 0
V. Tax Credit Fee 9,485 0 0 0
W.OTHER $85,000 $0 $0 $0
(SEE PAGE 19A)
X. Owner Cost
Subtotal (Sum 2A . .2W) $2,567,480 $0 $1,542,702 $0
SUbtotal! + 2 $15,331,636 $0 $14,306,858 $0
(Owner + Contractor Costs)
3. Developer's Fees 0 0 0 0
4. Owner's Acquisition Costs
Land 1,584,000
Existing Improvements 0 0
Subtotal 4: $1,584,000 $0
5. Total Development Costs
Subtotal 1+2+3+4: $16,915,636 $0 $14,306,858 $0

If this application seeks rehab credits only, in which there is no acquisition and no change in ownership, enter the greater of
appraised value or tax assessment value here: $0 Land
(Attach documentation at Tab K) $0 Building
2009 Page 19 Low-Income Housing Tax Credit Application For Reservation

• Amount of Cost up to 100% T., cludable in
Eligible Rasis. -Use Applicable Colurnnrs):
Item (A) Cost (B) Acquisition (C) Rehab! "70 % Present
W. OTHER OWNER COSTS
Contingency Reserve 0 0 0 0
(Rehab or Adaptive Reuse only)
LIST ADDITIONAL ITEMS
FFE 85,000 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 0 0
0 0 0 0
0 0 0 0
° 0 0 0
0 0 0 0
0 0 0 0
0 0 0 °
0 0 0 0
0 0 0 0
Subtotal (Other Owner Costs) $85,000 $0 SO $0

2009 Page 19A Low-Income Housing Tax Credit Application For Reservation

915,636

Hem

on

New Construction

"70 % Present Value Credit"

Cost

5.

Total Development Costs Subtotal 1+2+3+4

o

306,858

o

6. Reductions in Eligible Basis

Subtract the following:

A. Amount of federal grant(s) used to finance qualifying development costs

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%)

0 0 0
0 0 0
0 0 0
0 0 0
0 14,306,858 0
0 0
4,292,057 0
1&,598,915 0
20.4545% 20.4545% 20.4545%
0 3,804,324 0
3.28% 3.28% 9.00%
$0 $124,782 $0 I
$124,782 I I
Combined 30% & 70~,o p. v. Credit B. Amount of nonqual ified, nonrecourse financing

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

D. Historic Tax Credit (residential portion)

7. Total Eligible Basis (5 minus 6 above)

Total Adjusted Eligible basis

9. Applicable Fraction

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

11. Applicable Percentage

(For 2009 9~'o competitive credits. use the May 2009 applicable percentages for acq.) (For 9% non-competitive & tux exempt bonds. use the most recently published 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)

2009

Page 20

Sources of Funds

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
I. Tax Exempt Bonds S II ,000,000
2. $0
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 oflien position:

Interest Amortizat~on_ Term
Date of Date of Amount of Annual Debt Rate of Period of
Source of Funds Application Commitment Funds Service Cost Loan IN YEARS Loan (years)
1. Tax Exempt Bonds $11,000,000 S878,199 7.00% 30 30
2. $0 $0 0.00% 1000 0
3. $0 $0 0.00% 1000 0
4. $0 $0 0.00% 1000 0
5. $0 $0 0.00% 1000 0
6. $0 $0 0.00% 1000 0
Totals: SII,OOO,OOO $878,199 o Commitments or 1etter(s) of intent attached (TAB 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. reAP N/A NfA $5,165,256
Total Permanent Grants: $5,165,256 o Commitments or letterts) 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: Operating Reserve

Equity Total

$0

$0 0 Assessment Attached (TAB S) ------.$=0

$750,380

$750,380

$16,915,636

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

(not including syndication proceeds except for historic tax credits)

7.

$16,915,636

Total Development Cost (From VIII-AS)

8.

$16,915,636

Less Total Sources of Funds (From B7 above)

10.

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

($0)

C. Syndication Information (If Applicable)

I. Actual or Anticipated Name of Syndicator

2. Contact Person

3. Street Address City

Phone

State

Zip

---

$0

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

b. Equity Dollars Per Credit (e.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 VIII-AS (e.g., advisory fees)

$0.00

0.00%

$0

$0

5. Net amount which will be used to pay for Total Development Cost (4a-4e) as listed in Part VIII-A5 (same amount as Part IX-D3)

$0

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

7. Net Equity Factor [C51 (C6 X [0)]

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

$124,782

0.00%

8. Syndication:

9. Investors:

o Public or

o Individual or

o Private

o Corporate

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

2009

Page 22


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

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

with Federal, State, or Local Government Funds? El Yes D No

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

Below-Market Loans

See Below For 50% Test Status o Tax Exempt Bonds

D RD515

D Section 221(d)(3) D Section 312

D Section 236

D VHDA SPARC/REACH D HOME Funds

D Other: _

D Other: _

Market-Rate Loans

$11,000,000

D Taxable Bonds D Section 220

D Section 221(d)(3) D Section 22 1 (d)(4) D Section 236

D Section 223(t) D Other:

$0

$0

$0

$0

$0

$0

$0

$0

$0

$0

$0

$0

$0

$0

$0

Grants DCDBO DUDAO

Grants

o State

o Local

o Other: TCAP

$0

$0

$0

$0

$5,165,256

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 of funding for points.

Documentation Attached (TAB T)

Source of Funds Commitment date Funds
I. $0
2. $0
3. $0
4. $0
5. $0 DYes

o No

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

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

4. Other Subsidies 0 Documentation Attached (TAB Q)

o Section 8 Rent Supplement or Rental Assistance Payment

o Tax Abatement

D Other ___

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

DYes D 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 aggregate basis of buildings and land financed with

tax-exempt funds is: I 69.U% .1

2009

Page 23


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 IRe 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.

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

1. 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 (TAB 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 lS.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

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~z o~-c~-~----~~~~-=~--------------------------~ x 8 t:

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-

-


Determination of Reservation Amount Needed

$0

The following calculation of the amount of credits needed is substantially the same as the calculation which will be made by YHDA to determine, as required by the IRC, 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.

1. Total Development Costs (from VIII-AS, Column A page 20) $16,915,636
2. Less Total Sources of Funds (from VIlI-B7 page 22) $16,915,636
3. Equals Equity Gap $0
4. Divided by Net Equity Factor (VITI-C7 page 22) 0.00%
(Percent of I (l-year credit expected to be raised as equity investment)
5. Equals Ten- Year Credit Amount Needed to Fund Gap #DIV/O!
Divided by ten years 10
6. Equals Annual Tax Credit Required to Fund the Equity Gap #DlV/O!
7. The Maximum Allowable Credit Amount $124,782
(from VIII-A12-combined figure)
(This amount must be equal to or more than 6 above)
#DIV/O! 8. Reservation Amount (Lesser of 6 or 7 above)

Credit per Unit 4,622

Credit per Bedroom 2,311

Combined 3119,-\:, & I{I~~, f-'V Crl'llil

$124,782

7~i%,I'\' eroJit

$124,782

(Based en same relative percentages i1,~ VTll-AI~)

E. Attorney's Opinion

o Attached in Mandatory TAB W)

Goal Seek Function

If you incur the eITor message that your reservation amount is not equal o the equity gap amount you may use the goal seek function within the Excel preadsheet to eliminate the error message. To use the "Goal Seek" function first place the curser box on cell V28. Using the mouse alTOW, 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 at he bottom of the page click on page 22. Then place the cursor 011 cell N 15 Deferred Developer Fee) and click on "OK". A message should then appear that 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

undersigned hereby acknowledges the following:

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

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

3. that points will be assigned only for representations made herein for which satisfactory documentation is submitted herewith and that no revised representations may be made in connection with 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 ofVHDA 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 IRe requirements; and that any notations herein describing IRe 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 subj ect 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 IRe, 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 May , 2009.

(Title)

2009

Page 28

2009l1HTC SELF SCORE SHEET:

Self Scoring Process

his worksheet is intended to provide you with an estimate of your application score based on the selection criteria described in th . 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 d~ng the application review an asibility analysis. For purposes of self scoring, it will be necessary for you to make certain decisions and assumptions about you pplication 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 or N as appropriate. Item 2b pertaining to the Local CEO Letter will require one of the following responses:

the letter indicates unconditional support; N - the letter indicates opposition to the project; NC - no comment from the locality. a ny other response which is neither unconditional support nor opposition. Item 5el requires a numeric value to be entered. Pleas emember that the score is only an estimate based on the selection criteria using the reservation application data and th esponses you've entered on this score sheet. VHDA reserves the right to change application data and/or score sheet respons

ere appropriate, which may change the final score.

MANDATORY ITEMS:

a. Signed, completed application

b. Duplicate copy of application

c. Partnership agreement

d. SCC Certification

e. Previous participatlon form

f. Site control document

g. Architect's Certification

h. Attorney's opinion

i. Nonprofit questionnaire (if N P)

YorN
YorN
YorN
YorN
YorN
Y or N
Y or N
Y or N
Y, N, NlA
N 00r40
Y 00r40
..- o or -50
(Y,NC,N) o or 25 or 50
o or 30
y 00r5
Y o or 10
0.00% Up to 40
N o or 20
o or 10
N o or 25
N o or 15 READINESS:

a. Plan of development

b. Zoning approval

Total:

2. HOUSING NEEDS CHARACTERISTICS;

a. VHDA notification leiter to CEO

b. Local CEO letter

c. Location in a revitalization area

d. Location in a Qualified Census Tract

e. Sec B 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

3, DEVELOPMENT CHARACTERISTICS:

a. Unit size

(See calculations below)

Up 10 100
Up to 60
N o or 50
N o or 30
N o or 15
N 0, 10 or 20
N o or 30
Y Oar 25
0% Up to 15
Up to 20
N o or 15
22.22% Up to 15
Oor 50
o or 10
o or -50
o or -15
o ot -x
o or -10
o or -25
N o or 10 b. Amenities (See calculalions 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. <= 20% of units having t 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

e 1. 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. EFFICIENT USE OF RESOURCES:

a. Credit per unit

b. Cost per unit

2009

If #NIA or #REF! appears in the Score column of these point calegories check spelling of Clerk's Office on pg 1. It must match .<.ctly with the Jurisdiction names listed in the Application Manual.

Up to 180 Up to 75

Total

Score o

o

o

o

o

o

o

o

o

0.00

0.00

40.00 40.00

000

50.00 30.00 5.00

10.00 0.00

0.00

0.00

0.00

0.00

95.00

100.00 60.00 0.00

0.00

0.00

0.00

000

25.00 0.00

20.00 205.00

0.00

15.00 15.00

50.00 0.00

0.00

0.00

0.00

0.00

0.00

0.00

50.00

147.55 31.26 178.82

7. BONUS POINTS:

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

r---fF¥*M¥i\4J1,j

$65,100 $50,600

0% 100% 100% 100%

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

o or60

o or 5

0.00

b. Units with rent and income at or below 50% of AMI

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

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

e. Extended compliance

or f. Nonprofit or LHA purchase option

or g. Nonprofit or LHA Home Ownership option Total

50.00 0.00

o Years

0.00

N N

0.00

0.00

0.00

50.00

500 Point Threshold - 9% Credits

475 Point Threshold - Tax Exempt Bond Credits

TOTAL SCORE:

633.82

Unit Size Calculations:

High SQ.FI. I BORM LowSq.Fll BORM Project Sq.Ft.1 BORM Percentage 01 Units Points per Bedroom

E-AS LVG E-EFF E·1 BORM E-2 BORM
0 0 a 0
0 a 0 0
0 a 0 0
0.00% 0.00% 0.00% 0.00%
0.00 0.00 0.00 0.00 Hlg~ SQ. Ft.I SORM Low Sq.Ft. I BORM Project Sq.Ft.1 BORM Percentage 01 Units Points per Bedroom

F-EFF·G F-1 BORM-G F-2BDRM·G F-3 BORM-G
a 775 1.050 1.175
a 620 840 940
0 833 1.151 1.391
0.00% 22.73% 72.73% 4.55%
0.00 22.73 72.73 4.55 High Sq.Ft.1 BORM Low Sq.Ft. I BDRM Project Sq.Ft. j BORM Percentage of Units Points per Bedroom

F-4 BDRM-G F-2 BDRM·TH F-3 SDRM-TH F-4 BORM·TH
a 0 a 0
a 0 a a
a 0 a a
0.00%. 000% 0.00% o.coss
0.00 0.00 0.00 0.00 High Sq.Ft.1 SORM LowSq.Ft.1 SORM Proiect Sq.Ft.! BORM Percentage of Units Points per Bedroom

If yo'\.l do .not receive a numeric potnt value in the unit size calculations I please

check the values entered on page 8, C1. These must be whole number numeric values only. Also check page 7, item J,

the number of units must be either new,

adapt or rehab- only. Combinations do

LI..;.T.,;o.,;ta.;;..,1 ,;,u.;.n.;.it.;.s..;..;lz.;.e;..p;._;.o_in_ts;.;_: 1.;_0.;.0.;. . ..;0..;.J01 nol calculate correclly.

1 ST ELD·EFF 1 ST ElO-1 BORM 1 ST ELO-2 BDRM
0 0 0
0 0 a
0 0 0
0,00% 0.00% 0.00·%
o.oo 0,00 0.00 Amenities:

All unks have:

B. 1.5 or 2 Bathrooms

b. Cornmunjy Room

c. Brick Walls

d. KRchenlLaundry Appl-Energy Star

e. Windows-Energy Star

f. HeatlAC-SEER-AFUE

g. Sub-metered water expense

h. Low now faucets & showerheads

L High speed cable. DSL, wireless intemet

j. Water heaters meet EPA Energy Star requirements

100.00%

35.00%

15,00 5.00 7.00 5.00 5.00

10.00 5.00 3,00 1.00 5.00

61.00

Total

All elderly units have:

8. Front-control ranges

b. Emergency call system

c. lndapendent/auppt. heat source

d. Two eye viewers

Total

0.00 0.00 0.00 0.00 0.00

All rehab or adaptive reuse units:

b. Historic structure

Total amenities:

61.00

2009

$/SF = I S100.61 I

Credits/SF =

CEEJconst $!unit =

TYPE OF PROJECT LOCATION

TYPE OF CONSTRUCTION

If an ERROR message appears here check spelling of Ch,rk's Offi.c;:e 00 pg 1. It must match El'x~c:tly with the J u rfsdlctlon names

FAMILY = 11000; ELDERLY = 12000

BELT-loo; NVM=110; NVNM=200; RIC=300; TID=400; SMA=SOO; SMA·C=SIO; RUR=600 N C-1; ADPT'2;REHAB(25,OOO+)=3; REHAB(15,OOD-25,OOO)=4

Jisted in the Application Man1Jal.
ELDERLY
ASLVG EFF·E 1 BR·E 2 BR·E tFF-E·1ST 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 a
PARAMETER-(COSTS<25.000) 0 0 a a 0 0 0
COST PARAMETER 0 0 0 a 0 0 0
PROJECT COST PER UNIT 0 0 0 0 0 0 0
PARAMETER·(CREDITS=>i25,OOO) 0 0 a a 0 0 0
PARAMETER-(CREDITS<25,OOO) 0 0 0 a 0 0 0
CREDIT PARAMETER 0 0 0 0 0 a 0
PROJECT CREDIT PER UNIT 0 0 0 a 0 0 0
COST PER UNIT POINTS 0.00 0.00 0.00 0.00 D.Q0 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 3BR-G 4BR·G 2 BR·TH 3 BR-TH 4BR-TH
AVG UNIT SIZE 0 833 1.151 1.391 0 0 0 0
NUMBER OF UNITS 0 0 21 6 0 0 0 0
PARAMETER·(COSTS=>25.000) 0 0 202.125 226,188 0 0 a 0
PARAMETER-(COSTS<25.0aa) 0 0 0 a 0 a a 0
COST PARAMETER a 0 202.1~5 226.188 0 0 a a
PROJECT COST PER UNIT 0 B3.B1~ 115.827 139.907 0 a a 0
PARAMETER·{CREDITS·>25.000) 0 14,159 19,184 21.467 0 a a 0
PARAMETER-{CREDITS<25,OOO) 0 0 0 0 0 a a 0
CREDIT PARAMETER 0 14,159 19,184 21.467 a 0 a 0
PROJECT CREDIT PER UNIT 0 2,459 3.398 4.104 0 0 a 0
COST PER UNIT POINTS 0.00 0.00 24.91 6.36 0.00 0.00 0.00 0.00
CREDIT PER LIN IT POINTS 0.00 0.00 115.2() 32.35 0.00 0.00 0.00 0.00 TOTAL COST PER UNIT POINTS

31.26

TOTAL CREDIT PER UNIT POINTS

147.55

Cost Parametel'S • Eldarl
ASLYG EFF-E 1 BR-E 2BR-E FF-E-l ST 1 BR·E.1 ST 2 BR·E·' ST
Standard Cost Parameter -low rise a 0 0 a 0 0 0
Parameter Adjustment - mid rise 0 0 0 0 0 0
Parameter Adjustment - Jjjgh ri:sa 0 0 0 a 0 a
Adjusted Cost Parametet a a 0 a 0 0
Credit Parameters· Eleerl
ASLVG EFF·E 1 BR-E 2BR·E FF-E-l ST 1 BR-E-1 ST 2 BR-E·l ST
Standard Credit Parameter -low rise 0 a 0 a 0 0
Parameter Adjustment - mid rise 0 0 0 0
Parameter Adjustmont - high ri~ a 0 0
AdjlU'Sted Credit P"ararn&l-er a 0 a
Cost Parameters· FamU
EFF-G 1 BR.G 2BR·G 3BR-G 4BR·G 2BR·TH 3 BR·TH 4BR-TH
Standard: Parametef - low nse a a 202.125 226.188 a 0 0 a
Parameter Adjuslment· mid rise a a a 0 a 0 0 0
Parameter' Adjustment - high nse a a a 0 0 a 0
Adjusled coat Parameter 0 0 202.125 226.186 a 0 0
Credit Parameters· Famil
EFF-G 1 BR·G lBR-G 3BR-G 48R-G l8R·TH J BR-TH 4 BR-TH
Standard Credit Peremeter c low rise 0 14.159 19,184 21.467 a 0 0 0
Parameter Adjustment - mid rise 0 0 0 0 Q 0
Parameter Adjustment - high rise Q 0 0 0 0 0
Adjusted Credit Parameter 14.159 19.184 21.467 a a 0 2009

Credits/SF =

[£]Dconst '!unit =

If o!IIn ERROR message appBilrs here check spelling otCI.a!"k'sOfflce on pg 1. I, must match e.act1y with the Jurtsotcucn names

TYPE OF PROJECT LOCATION

TYPE OF CONSTRUCTION

FAMILY '11000; ELDERLY = 12000

BELT=100; NVM.llD; NVNM=20D; RIC=3OO; TID=40D: SMA~500; SMA-C=510; RUR=600 N C=1: ADPT=2:REHAB(25,000.,=3; REHAB(10,OO()'25,DOO)'4

listed in the Applicatloll Manual.
ELDERLY
ASLVG EFF-E 1 BR-E 2BR-E EFF-E-1 ST 1 BR-E-1 ST 2 BR·E-1 ST
AVG UNIT SIZE 0 0 0 0 0 n 0
NUMBER OF UNITS 0 a 0 0 0 0 0
PARAMETER-(COSTS=>25,OOO) 0 a 0 0 0 0 0
PARAMETER-(COSTS<25,OOO) 0 a 0 0 0 0 0
COST PARAMETER 0 a 0 0 0 0 0
PROJECT COST PER UNIT 0 0 0 a 0 0 0
PARAMETER-(CREDITS=>25.000) 0 a 0 a 0 0 0
PARAMETER-(CREDITS<25.000) 0 a 0 0 0 0 0
CREDIT PARAMETER 0 a 0 a 0 0 0
PROJECT CREDIT PER UNIT 0 0 0 a 0 0 0
COST PER UNIT POINTS D.DD 0.00 0.00 0.00 0.00 UO 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 2 BR·G 3BR-G 4BR·G 2 BR·TH lBR·TH 4BR·TH
AVG UNIT SIZE 0 833 1.151 1.391 0 0 0 0
NUMBER OF UNITS 0 0 21 S 0 0 0 0
PARAMETER·(COSTS=>25.000) 0 0 202,125 226,18B 0 0 0 0
PARAMETER-(COST5<25.000) 0 0 0 a 0 0 0 0
COST PARAMETER 0 0 202,125 226,188 0 0 0 0
PROJECT COST PER UI'IIT 0 83,812 115,827 139,907 0 0 0 0
PARAMETER-(CREDITS=>25,OOO) ° 14,159 19,184 21,467 0 0 0 0
PARAMETER-(CREDITS<25,OOO) 0 0 0 a 0 0 0 0
CREDIT PARAMETER 0 14,159 19,184 21,467 0 0 0 0
PROJECT CREDIT PER UNIT ° 2,459 3.398 4,104 a 0 a a
COST P~R UNIT POINTS 0.00 0.00 24.91 6.36 0.00 0.00 0.00 0.00
CREDIT PER UNIT POINTS 0.00 0.00 115,20 12.15 0.00 0.00 0.00 0.00 TOTAL COST PER UNIT POINTS

31.26

TOTAL CREDIT PER UNIT POINTS

147.55

cest Parameters· EI<ler1
ASLVG EFF·E 1 BR-~ 2BR-E FF·E·' ST 1 BR-E-l ST 2BR·E·1 ST
Standard Cost Parameter - low rise 0 0 0 0 a 0 0
Parameter Adjustment - mid rise a 0 0 a 0
Parameter Adjustment - high rise 0 0 0 a a
AdJustea COlt ~ar.amater 0 ° 0 0 0
Credit Parameter's - E~der1
ASLVG EFF-E 1 BR-E 2BR-E FF-E-1 S1 1 BR·E·1 S1 2BR·E·1 ST
Standerc Credu Parameter - low rise a 0 0 0 0 a 0
Parameter Adjustmerrt - mid lisa 0 ° 0 a
Parameter Adjustment -hiqh rlse 0 0 0 0
Adjw,led Cradil Parameler a 0 0 0
Cast Parameters· Famll
EFF·G 1 BR-G 2BR-<; JBR-G 4BR-G 2 BR-TH s BR·TH 4BR-TH
Standard Parameler -low rise 0 a 2(12,125 226,188 0 0 0 0
Parameter Adjustment - rnld rise 0 a 0 0 0 a a
Parameter Adjustment - tlrgh rise 0 0 0 0 0 a
Adjus.ted Cost Paraml!ltar 0 202,125 226,188 0 0 0
Credit Parameters - Family
EFF·G 1 BR·G 2 BR-G lBR-G 4BR-G 2 BR·TH 3 BR-TH 4 BR-TH
Sterdaru Credit Parameter - low rise 0 14,159 19.184 21,467 0 0 0 0
parameter Adjustmenl - mid rise 0 0 0 0 0 a 0
Parameter Adjuslmenl - high rise 0 0 0 0 0 0
Adjustad Credit Parameter 0 14,159 19.184 21,467 0 2009

•

•

•

TAB A

•

(Documentation of Development Location)

•

•

TABA.1

(Qualified Census Tract Certification)

•

•

•

•

•

Qualified Census Tract Certification

Development Name: _V..:....:.-=ic:..:..cto=-:ry.L......CV..:..:il.:..;:la:.o;;gL:e~ _

Tracking #: _

1. General Instructions

• This Certification must be included with the Application (by Application Deadline, 5/15/09).

• The Owner/Developer completes this Certification.

• Any change in this form may result in a reduction of points under the scoring system. If you have any questions, please coll Jim Chandler at VHDA (804) 343-5786.

2. Definition of Qualified Census Tract

Pursuant to §42(d) (5}(C)(ii) of the IRC, a qualified census tract is, "(I) Any census tract which is designated by the Secretary of Housing and Urban Development and, for the most recent year for which census data are available on household income in such tract, either in which 50% or more of the households have an income which is less than 60% of the area median gross income (AMGI) for such year or which has a poverty rate of at least 25%. If the Secretary of Housing and Urban Development determines that sufficient data for any period are not available to apply this clause on the basis of census tracts, such Secretary shall apply this clause for such period on the basis of enumeration districts. (II) The portion of a metropolitan statistical area (MSA) which may be designated shall not exceed an area having 20% of the population of such MSA. (III) Each MSA shall be treated as a separate area and all non-metropolitan areas in a State shall be treated as one area."

3. Census Tract #(s):

I 2126.00

IZI To determine the development's census tract, go to http://map.sba.go'llhubzone/init.asp and put in the development address or county. The census tract number will be revealed after pressing the "search" button. On a rare occasion. when a development spans more than one census tract, this website may show incomplete information. IF the subject development is across census tracts. please list each census tract by number and provide supporting documentation.

[2J Attach a map showing census tract boundaries and the development's location!

4. Legal Description

[gJ Attach a copy of the development's legal description: the legal description should correspond to the site control document in the Application .

•

•

•

EXHIBIT A

Legal Description

ALL THAT certain lot, piece or parcel of land designated as "PHASE 1", being a portion of the following property: ALL THOSE certain lots, pieces or parcels of land, situate in the City of Portsmouth, Virginia and being known, numbered and designated as Parcels Fourteen (14) and (15), as shown on that certain plat entitled, "SUBDIVISION OF PROPERTY OF ECONOMIC DEVELOPMENT AUTHORITY OF PORTSMOUTH RESIDUAL PARCEL 1 AND VICTORY CROSSING DEVELOPERS II, LLC PARCEL lA (M.B. 21 PG. 39-41, M.B.21, PG. 190-194) PORTSMOUTH, VIRGINIA, "dated October 9,2007, made by Woolpert, Inc .• revised March 14, 2008, recorded June 20, 2008 in the Clerk's Office of the Circuit Court of the City of Portsmouth, Virginia in Map Book 21 at Pages 234-237. TOGETHER WITH those certain rights, privileges and easements contained in the Reciprocal Easement Agreement recorded in the Clerk's Office of the Circuit Court of Portsmouth, Virginia as Document No. 080010794. IT BEING a portion of the same property conveyed to Victory Crossing Developers II, LLC, a Virginia limited liability company by deed from Economic Development Authority of the City of Portsmouth, Virginia, formerly the Industrial Development Authority of the City of Portsmouth, Virginia, dated July 14, 2008 and recorded July 25, 2008 in the Clerk's Office of the Circuit Court of the City of Portsmouth, Virginia as Document No. 080010797 .

4

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(Revitalization Area Certification)

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TO BE SUBMITTED BY JUNE 1, 2009

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Location Map

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Surveyor's Certification of Proximity To Public Transportation

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DATE: May 14,2009

TO: Virginia Housing Development Authority 60 I South Belvidere Street

Richmond. VA 23220.6500

RE: 2009 Tax Credit Reservation Request

Name of Development: _V..:...;..:ic..:..to:;..,;r\ .... ,_\;,_:'i.;,.;.l1;;;;all.;;:.;e;_,__ _

Name of Owner: RHC Trans, LLC

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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 Internal 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 1<2 mile of the nearest access point to an existing commuter rail, light rail or subway station: or

X 1,320 feet or 1/. 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:

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Latitude

Longitude

; Main Street Boundar. Entrance to Property

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-76.350149

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36.80354

i Transportation Access

36.80121

~ 76.351235

MidAtlantic Surveying and Land Design, Inc.

By:

Firm Name

lts: Vice-President

Title

408 OAKMEARS CRESCENT SUITE 100 VIRGINIA BEACH. VA 23462 757.557.0888 FAX: 757.557.6776 WWW.MAS-LO.COM

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TABB

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(Partnership or Operating Agreement)

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AMENDED AND RESTATED OPERATING AGREEMENT OF RIIC TRANS, L.L.C.

THIS AMENDED AND RESTATED OPERATING AGREEMENT ofRHC TRANS,

L.L.C. (the "Company"), is entered into and effective as of March 10,2003.

WHEREAS, pursuant to an Operating Agreement of RHC TRANS, L.L.C., entered into

effective as of March 10, 2003, the undersigned Members organized a limited liability company

under the laws of the Conunonwealth of Virginia; and

WHEREAS, the undersigned Members now desire to amend and restate the aforesaid

Operating Agreement as follows:

Article 1 THE COMPANY

1.1

Organization; Effective Date. The parties have formed the Company pursuant to the

Act, as defined below, by filing Articles of Organization with the Virginia State Corporation

Commission. The effective date of the formation of the Company is March 10,2003.

1.2 Name. The name ofthe Company is RHC TRANS, L.L.C., and the business ofthe

Company shall be conducted under that name.

1.3 Principal Office and Records. The principal office of the Company, which will also

be the place at which will be kept the records required to be maintained by the Company under the

Act shall be located at 808 Newtown Road, in the City of Virginia Beach, Virginia 23462, unless

such office is changed by action of the Managers pursuant to this Agreement.

1.4 Registered Office and Registered Agent. The initial registered agent of the Company

is H. David Embree, who is a resident of Virginia and a member of the Virginia State Bar and whose

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• post office address is 1700 Dominion Tower, 999 Waterside Drive, Norfolk, Virginia 23510, which said address shall also be the registered office ofthe Company required by the Act.

1.5 Purpose ofthe Company. The Company has been formed and will be operated for the

purpose of providing transportation services to residents of multi-family housing developments.

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1.6 Term. The term of the Company shall commence on the date of this Agreement and

shall continue until December 31, 2040, unless terminated earlier as provided herein.

Article 2 DEFINED TERMS

Certain terms used in this Agreement shall have the following meanings:

2.1 "Act. " The Virginia Limited Liability Company Act, as contained in Chapter 12 of

Title 13.1 ofthe Code of Virginia of 1950, as the same may be amended from time to time .

2.2

"Adj lISted Capital Account Deficit." With respect to any Member, the deficit balance,

if any, in such Member's Capital Account as of the end ofthe relevant fiscal year, after giving effect to the following adjustments:

2.2.1 Credit to such Capital Account any amount which such Member is obligated

to restore under any provision of this Agreement or is deemed to be obligated to restore pursuant to

the penultimate sentences of Regulations Sections 1.704-2(g)(I) and 1.704-2(i)(5); and

2.2.2 Debit to such Capital Account the items described in Sections

1.704-t(b)(2)(ii)(d)(4), (5), and (6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1 (b )(2)(ii)( d) of the Regulations and shall be interpreted consistently therewith .

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2.3

"Agreement. " This Operating Agreement as the same may be amended from time to

time.

2.4 "Capital Account.1t With respect to any Member, the Capital Account maintained for

such Member in accordance with Section 3.6.

2.5 "Capital Contributions. II With respect to any Member, the total amount of money or

property contributed to the Company with respect to the Company Interest held by such Member. Except as provided in Section 8.5, no in-kind contributions of property other than cash shall be accepted by the Company.

2.6 "Code." The Internal Revenue Code of 1986, as amended.

2.7 "Company." RHC TRANS, L.L.C., a Virginia limited liability company.

2.8 "Company Minimum Gain." The amount determined under Regulations Sections

1.704-2(b)(2) and 1.704-2(d) .

2.9 "Depreciation. II For each fiscal year or other period, an amount equal to the

depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis.

2.10 "Gross Asset Value." With respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

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• 2.10.1 The initial Gross Asset Value of any asset contributed by a Member to the

Company shall be the gross fair market value of such asset, as determined by the contributing Member and the Company;

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2.10.2 The Gross Asset Values of all Company assets shall be adjusted to equal

their respective gross fair market values, as determined by the Members, as of the following times:

(a) the acquisition of an additional interest in the Company by any new or existing Member in

exchange for more than a de minimis Capital Contribution; (b) the distribution by the Company to a

Member of more than a de minimis amount of Company property as consideration for an interest in

the Company if the Members reasonably determine that such adjustment is necessary or appropriate

to reflect the relative economic interests of the Members in the Company; and (c) the liquidation of

the Company within the meaning of Regulations Section I. 704-1(b )(2)(ii)(g);

2.10.3 The Gross Asset Value of any Company asset distributed to any Member

shall be the gross fair market value of such asset on the date of distribution; and

2.10,4 The Gross Asset Values of Company assets shall be increased (or decreased)

to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or

Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation Section L704-1(b)(2Xiv)(m); provided,

however, that Gross Asset Values shall not be adjusted pursuant to this Section 2.10.4 to the extent

the Members determine that an adjustment pursuant to Section 2.10,2 is necessary or appropriate in

connection with a transaction that would otherwise result in an adjustment pursuant to this

Section 2.10.4.

If the Gross Asset Value of an asset has been determined, or adjusted pursuant to

Section 2.10.1, 2.10.2, or 2.10.4 hereof, such Gross Asset Value shall thereafter be adjusted by the

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• Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

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2.11 "Interest.tI When used in the context of a specific percentage of profits, losses,

capital, or other items to be allocated or a percentage of distributions to be made, Interest means the

percentage ownership interest of a Member in the Company at any particular time as set forth on Exhibit A, as the same may be adjusted from time to time pursuant to Section 3.2.6. In other

contexts, "Interest" means all proprietary rights of the Member in the Company. including, without

limitation, his Interest and his rights to profits, losses, distributions, and capital.

2.12 "Majority in Interest." Members holding more than fifty percent (50%) of the

"Relevant Interests in the Company" (as hereinafter defined), including both profits and capital

interests calculated separately. The "Relevant Interests in the Company" shall in all instances be the

aggregate Interests of every Member ofthe Company, except in the following cases:

2.12.1 When written consent of "other Members" is required prior to Transfer of a

Member's Interest pursuant to Article 7 of this Agreement, the "Relevant Interests in the Company" shall be aggregate Interests of all Members of the Company excluding the Interest which is the

subject of the Transfer.

2.12.2 When written consent of "remaining Members" is required in order to elect

to continue the Company following an event causing dissolution pursuant to Article 8 of this

Agreement, the "Relevant Interests in the Company" shall be the aggregate Interests of all the

remaining Members of the Company.

For purposes of this Section 2.12, profits interests are those Interests defined in Section 2.11

and capital interests, as of any date, are the ratios (expressed as a percentage) of each Member's

Capital Account to the aggregate Capital Accounts of all relevant Members .

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2.13 "Managers. II A person or persons appointed pursuant to Section 6.1, and any person or entity appointed as successor managers under this Agreement.

2.l4 "Member Minimum Gain." An amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(3) of the Regulations.

2.15 "Member Nonrecourse Debt." A nonrecourse debt of the Company as set forth in Section 1.704-2(b)(4) of the Regulations.

2.16 "Member Nonrecourse Deductions. n The deductions defined in Section 1.704- 2(i)( 1)

and 1.704-2(i)(2) of the Regulations.

2.17 "Members.'- The Members of this Company. All references in this Agreement to a specified percentage of the Members shall mean Members holding the specified percentage of all the Interests then held by the Members.

2.18 uNonrecourse Debt." The same as the term "nonrecourse liability" used in Section 1.704-2(b)(3) of the Regulations.

2.19 "Nonrecourse Deductions. II The deductions defined in Section 1. 704-2(b )(1) of the

Regulations.

2.20 "Person. " Any individual, partnership, corporation, trust, or other entity.

2.21 "Profits" and "Losses." For each fiscal year or other period, an amount equal to the

Company's taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(l) shall be included in taxable income or loss), with the following adjustments:

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2.21.1 Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this Article 2 shall be added to such taxable income or loss;

2.21.2 Any expenditures of the Company described in Code Section 70S(a)(2}(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1 (b )(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this Section 2.21 shall be subtracted from such taxable income or loss;

2.21.3 In the event the Gross Asset Value of any Company asset is adjusted pursuant to Section 2.10.2 or Section 2.10.3 hereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or

Losses;

2.21.4 Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

2.21.5 In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other period, computed in accordance with Section 2.9 hereof;

2.21.6 To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 7 43(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result ofa distribution other than in complete liquidation of a Member's Interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the

102S602,,1

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• adjustment decreases the basis of the Asset} from the disposition of the asset and shall be taken into account for purposes of computing Profits or Losses; and

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2.21.7 Notwithstanding any other provision of this Article 2, any items which are specially allocated pursuant to Section 10.1 or Section 10.2 hereof shall not be taken into account in

computing Profits or Losses.

2.22 "Regulations." The Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as amended from time to time.

2.23 "Substituted Member. It Any person or entity admitted to the Company as a Member

pursuant to Section 7.4 hereof.

2.24 "Transfer. It Any sale, assignment. gift, bequest, disposition, or other transfer of any

kind or description and however made, whether voluntary or involuntary, by death, by divorce, by

court decree, or otherwise .

Article 3

INTERESTS OF MEMBERS AND CAPITAL CONTRIBUTIONS

3.1 Interests of Members and Initial Capital Contributions. The names ofthe Members,

the Interests belonging to each of them, and the initial Capital Contribution of each Member are set

forth on Exhibit A.

3.2 Loans or Additional Capital Contributions. The Members shall not be required to

make any loans or additional Capital Contributions to the Company except upon the written call of two of the Managers, specifying the amount of the loan or additional Capital Contribution and the

specific purpose for which such loan or additional Capital Contribution shall be used. Any such loan

or additional Capital Contribution shall be in proportion to each Member'S Interest in the Company .

102S6Q2,,1

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3.2.1

The Managers shall have the right to borrow funds to cover any call for

funds made under this Section to which a Member has not responded, and such amount borrowed shall not be deemed a Capital Contribution to the Company but, rather. a debt due by any Member (an "Indebted Member") who has failed to pay his pro rata share directly to the Company.

3.2.2 Any advance of money to the Company by a Member in response to a call

for capital or otherwise, and which advance is in excess ofthat Member's pro rata share of the funds called for, shall not be deemed a Capital Contribution to the Company but, rather, a debt due by any Member who has failed to contribute his pro rata share (an "Indebted Member") to the Member who has made such advance (a "Lending Member").

3.2.3 Any debt incurred by an Indebted Member shall be payable on demand, or at

such other time as the Managers (in the case of a debt incurred pursuant to Section 3.2.1) or Lending Member (in the case of a debt incurred pursuant to Section 3.2.2) shall designate and shall bear interest at 3% above the prime interest rate or 8% per annum, whichever is higher.

3.2.4 So long as the debt of any Indebted Member is outstanding, all distributions

to which such Indebted Member would otherwise be entitled shall be distributed to the Company or to the Lending Member to whom such Indebted Member is indebted, to be applied to the reduction of such indebtedness, first to interest and then to principal. An Indebted Member shall have no vote on matters affecting the Company for so long as such debt remains as an unpaid indebtedness after either the Company or the Lending Member, as the case may be, has made demand for payment. Further, to the extent the Indebted Member would otherwise receive distributions from any partnersbip or company which includes the Indebted Member and one or more other Members of the Company (an "Affiliated Company"), so long as there remains any unpaid indebtedness to the Company or a Lending Member under this Agreement, the Company or such Lending Member shall

I025602vl

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• have the right to make demand on the Affiliated Company and receive any distributions otherwise payable to the Indebted Member, to be applied to the indebtedness first to accrued interest and then

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to principal, until full payment of the indebtedness.

3.2.5 If any indebtedness is not paid in full within thirty (30) days after proper

demand for the payment thereof, the Company or any Lending Member shall have all of the rights

and remedies, at law or in equity, which a creditor may have against a debtor, which rights and remedies shall not be stayed or abated on account of the fact that the Company's affairs have not been

wound up, nor shall such Lending Member's rights be limited to having an accounting of the Company's affairs.

3.2.6 The Lending Member may convert the amount of the debt which arises from

a Member's failure to make an additional Capital Contribution under Section 3.2.2 into a Capital

Contribution at any time after thirty (30) days' prior written notice ("Conversion Notice") to the Indebted Member from the Lending Member. If the Indebted Member does not pay the debt in full

within thirty (30) days after the Conversion Notice is given, the amount of the debt shall

automatically be converted to a Capital Contribution as herein described. The debt shall be

extinguished upon such conversion, and the Indebted Member shall not have any right or obligation to repay the debt to the Lending Member after the conversion of such loan into a Capital

Contribution. Upon such conversion the Interest of the Indebted Member and the Interest of the

Lending Member shall be recalculated as the respective shares of the Indebted Member and the

Lending Member of the total Capital Contributions of the Members after such conversion. For

example, suppose the total Capital Contributions of all the Members equal $30,000, shared equally

among three (3) Members. The Managers call for an additional $30,000 of capital, one of the Members fails to pay his $10,000 share and becomes an Indebted Member, another Member pays

I02S6Oavl

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$60,000), and the Lending Member's Interest will increase from 33-1/3% to 50% ($30,000 +

• such $10,000 share, and then causes the conversion ofthe debt to equity. After the conversion, the Indebted Member's Interest will reduce from 33-113% ($10,000 + 30,000) to 16-2/3% ($10,000 +

•

$60,000).

3.2.7 In the event the Company or any Lending Member elects to pursue his rights

and remedies against the Indebted Member, the Indebted Member shall pay the Company's or such

Lending Member's reasonable attorney's fees and court costs incurred in addition to the amount of

the aforesaid indebtedness.

3.3 Interest. No interest shall be paid on any Capital Contribution.

3.4 Withdrawals. Except as otherwise provided in this Agreement, no Member shall

resign from the Company or make any withdrawals therefrom without the consent of the Managers.

Under circumstances requiring a return of any Capital Contribution, no Member shall have the right

to receive property other than cash except as may be specifically provided in Article 8.

3.5 Limited Liability. No Member shall be liable for the debts, liabilities. contracts, or

any other obligations of the Company. Except as otherwise provided by applicable state law, a Member shall be liable only to make any additional Capital Contributions which are called for

strictly in accordance with the provisions of Section 3.2. The Managers shall not have any personal liability for the repayment of any Capital Contributions of any Member. No person not a party to this

Agreement shall be deemed a third party beneficiary hereof, and no such person shall have the right

to enforce any provision of this Agreement against any Member.

3.6 Capital Accounts.

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3.6.1

A Capital Account shall be established and maintained for each Member. A

Member shall have a single Capital Account, regardless of class of Interests owned by such Member and regardless of the time or manner in which such Interests were acquired.

3.6.2 To each Member's Capital Account there shall be credited such Member's

Capital Contributions, such Member's distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Article 10 hereof. and the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member.

3.6.3 To each Member's Capital Account there shall be debited the amount of cash

and the Gross Asset Value of any property distributed to such Member pursuant to any provision of this Agreement, such Member's distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Article 10 hereof. and the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company.

3.6.4 In the event all or a portion of an interest in the Company is transferred in

accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.

3.6.5 In determining the amount of any liability for purposes of Sections 3.6.2 and

3.6.3 hereof, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1. 704-1 (b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the

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• Members shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities

•

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which are secured by contributed or distributed property or which are assumed by the Company or

Member), are computed. in order to comply with such Regulations, the Members may make such

modification. provided that it is not likely to have a material effect on the amounts distributable to

any Member pursuant to Article 8 hereof upon the dissolution of the Company. The Members also

shall (i) make any adjustments that are necessary or appropriate to maintain equality among the

Capital Accounts of the Members and the amount of Company capital reflected on the Company's

balance sheet, as computed for book purposes, in accordance with Regulations Section 1. 704-

1(b)(2)(iv)(g), and (ii) make any appropriate modifications in the event unanticipated events might

otherwise cause this Agreement not to comply with Regulations Section 1. 704-1 (b).

Article 4 PROFITS AND LOSSES

After giving effect to the allocations set forth in Article 10 hereof, Profits and Losses for any

fiscal year shall be allocated among the Members in proportion to their respective Interests. The

Losses allocated shall not exceed the maximum amount of Losses that can be allocated without

causing any Member to have an Adjusted Capital Account Deficit at the end of any fiscal year.

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Article 5 DISTRIBUTIONS

All distributions, other than in connection with the winding up of the Company subject to Article 8, shall be made in cash and shall be divided among the Members in accordance with their

respective Interests. Distributions shall be made from time to time in such amounts and at such

times as the Managers may determine; provided, however. that the aggregate amount of each such distribution shall be that amount which the Managers determine is not required to be retained by the Company to meet the reasonably foreseeable cash requirements and needs of the business and activities of the Company and to establish an adequate reserve for the payment of Company

liabilities and contingencies.

Article 6 MANAGEMENT

6.1

Management Committee. The Company's business shall be managed by a

Management Committee which shall be composed of three (3) persons. who initially shall be Ronald C. Ripley, F. Scott Ripley and F. Andrew Heatwole. The Managers need not be members of the Company; provided, however, that the appointment of a Manager (or substitute or replacement Manager) shall require the consent of a Majority in Interest in the Company.

6.2 Management of the Company. Except as provided below, the Management

Committee shall have full charge of the management, conduct and operation of the Company business in all respects and all matters and shall have the authority to do aU things and acts of every nature whatever. not illegal or contrary to the provisions of this Agreement, which the Managers shall deem necessary or convenient to achieve the purposes of this Agreement. Notwithstanding the foregoing, any instrument purporting to conveyor encumber any or all of the assets of the Company,

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at any time held in its name, must be signed by only one (1) of the Managers and no other signatures shall be required and all persons may rely thereon and shall be exonerated from any and all liability if they deal with the Company on the basis of documents approved and executed on behalf of the Company by anyone of the Managers.

6.3 Proportionate Voting. On any matter requiring action by the Members, the Members

shall vote in proportion to their respecti ve Interests in the Company as set forth in Exhibit A attached hereto, as such Interests may be adjusted from time to time.

6.4 Authority of Members: Indemnity. Except as otherwise expressly provided in this

Agreement, the Members shall take no part in the operation, management, conduct, or control of the property of the Company. and shall have no right or authority, either expressed or implied, to act for or bind the Company, without the prior written authorization of the Managers. If any Member shan, without authority, bind or attempt to bind the Company, such Member shall indemnify the Company

for any loss suffered or expense incurred by the Company in connection therewith.

Article 7 ASSIGNMENT OF INTERESTS

7.1 In General. No person shall be considered a Member unless named in this

Agreement, or unless admitted to the Company as provided in this Agreement. No Member shal1, except as provided below. Transfer any Interest in the Company without the prior written consent of a Majority in Interest of the other Members and the substitution of such assignee as a Member in

accordance with the terms hereof. The Company, each Member and any other person having business with the Company need only deal with Members so named and so substituted as a Member.

They shall not be required to deal with any person by reason of any Transfer by a Member or by reason of the death or termination of a Member, except as otherwise provided in this Agreement.

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Any purported Transfer that violates the terms of this Section 7.1 shall be void ab initio. Any legal expense incurred in enforcing the foregoing provisions may be offset by the Company against any distribution to which the purported assignor or assignee may otherwise be entitled. In the absence of the substitution of a Member for an assigning, deceased, or terminated Member, any payment to a Member, or to his successors, executors, or administrators, shall acquit the Company of all liability to any other person who may be interested in such payment by reason of an assignment by the Member or by reason of his death or termination.

7.2 No Encumbrance. No Member shall subject his Interest to any lien, charge,

encumbrance, mortgage, security interest, or similar rights of others, without the prior written consent of all other Members.

7.3 Transfer of Right to Distributions. Notwithstanding the foregoing, a Member may

assign, in whole or in part, his rights to receive Company distributions and his capital interests in the Company without the consent of any other Member, provided, however, any such Assignee may not become a Member of the Company except in accordance with Section 7.4.

7.4 Procedure for Substitution of Assignee as Member.

7.4.1 No assignee of the whole or any portion of a Member's Interest in the

Company shall become a Substituted Member unless:

7.4.1.1 7.4.1.2

The assignor gives the assignee such right;

The assignee pays to the Company all costs and expenses

(including attorney's fees) incurred in connection with such substitution;

7.4.1.3

The assignee executes and acknowledges, in form and substance

satisfactory to the Managers, aU instruments which the Managers shall deem necessary or desirable

IGlS6O:I.vt

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to effectuate such substitution and to confirm the agreement of the assignee to be bound by all the terms and provisions of this Agreement; and

7.4.1.4

The assignee obtains the written consent of all the other

Members, which consent may be withheld for any reason.

7.4.2 An assignee who does not become a Substituted Member has no right to

require any information or account of the Company transactions or to inspect the Company books. He shall only be entitled to receive the share of the profits or other distributions, or the return of the contribution, to which his assignor would otherwise be entitled. The failure or refusal of the Members to grant consent to the substitution of an assignee as a Member or the failure of such assignee to comply with any other requirements provided in this Agreement shall not prevent the assignee from receiving Company distributions attributable to the assigning Member, even though such assignee shall not be deemed to be a Member, provided (i) the assignee has properly received such assignment pursuant to the terms of this Agreement, (ii) the instrument of assignment is in form and substance satisfactory to the Managers, (iii) a duly executed and acknowledged counterpart of such instrument is filed with the Company, and (iv) the assignee is not a person below the age of eighteen (18) years or a person theretofore adjudged to be incompetent. Any such attempted assignment to a person below the age of eighteen (18) years or to a person theretofore adjudged to be incompetent shall be void and ineffectual and shall not bind the Company.

7.5 Distributions and Allocations in Respect to Transferred Interests. If any Interest in the

Company is Transferred during any fiscal year in compliance with the provisions of this Agreement, all items of Pro fit and Loss, each item thereof and all other items attributable to such Interest in the Company for such fiscal year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the fiscal year in accordance with Code Section

IOlS602vl

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706(d), using any conventions permitted by law and selected by the Managers. All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter

shall be made to the transferee. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer, provided that if the Company does not receive a notice stating the date such Interest in the Companywas Transferred and such other information as the Managers may reasonably require within thirty (30) days after the end of the fiscal year during which the Transfer occurs, then all of such items shall be allocated, and all distributions shall be made, to the party who was the owner of the Transferred interest, according to the books and records of the Company, on the last day of the fiscal year during which the Transfer occurred. Neither the Company nor the Managers shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 7.5, whether or not the Managers or the Company has knowledge of any Transfer of ownership of any Interest in the Company.

Article 8 TERMINATION

8.1 Events Causing Dissolution and Winding Up. Any of the following events shall

cause the dissolution and winding up of the Company:

8.1.1 The consent in writing to do so by Members owning 662/3% of the Interests

in the Company.

8.1.2 Expiration of the term as set forth in Section 1.6.

8.1.3 Any other event causing dissolution under the Act unless a Majority in

Interest of the remaining Members agree to continue the business of the Company pursuant to

Section 8.2.

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8.2 Election to Continue Company. An event set forth in Section 8.1.3 shall not result in

the dissolution, winding up and termination of the Company if, within ninety (90) days after the occurrence of that event, a Majority in Interest of the remaining Members elect to continue the Company.

8.3 Winding Up. Upon the occurrence of an event set forth in Section 8.1, and in the

absence of an election under Section 8.2, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members. No Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company's business and affairs. The Managers shall be responsible for overseeing the winding up and dissolution of the Company and shall take full account of the Company's liabilities and assets. The assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order:

8.3.1 First, to the payment and discharge of all of the Company's debts and

liabilities to creditors other than Members;

8.3.2 Second, to the payment and discharge of all of the Company's debts and

liabilities to Members; and

8.3.3 The balance, if any, to the Members in accordance with their Capital

Accounts, after giving effect to all contributions, distributions, and allocations for all periods.

When all assets of the Company, after payment of or due provisions for the payment of all Company liabilities, have been distributed among the Members as provided in this Agreement, the Company shall terminate and the Members shall execute and file a certificate which may be appropriate to indicate such termination .

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8.4

Compliance with Timing Requirements of Regulations. In the event the Company is

"liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be

made pursuant to this Article 8 to the Members who have positive Capital Accounts in compliance

with Regulations Section 1.704-1 (b )(2)(ii)(b )(2). If any Member has a deficit balance in his Capital

Account (after giving effect to all contributions, distributions, and allocations for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose

whatsoever.

8.5 Deemed Distribution and Recontribution. Notwithstanding any other provision of

this Article 8, in the event the Company is "liquidated" within the meaning of Regulations Section

1.704-I(b)(2)(ii)(g) but no event set forth in Section 8.1 has occurred, the assets of the Company

shall not be liquidated, the Company's liabilities shall not be paid or discharged, and the Company's affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have distributed the Property in kind to the Members, who shall be deemed to have assumed and taken subject to all Company liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the Members shall be deemed to have recontributed the assets in kind to the Company, which shall be deemed to have assumed and taken subject to all such

liabilities.

Article 9 AMENDMENTS

This Agreement is subject to amendment only by the written consent of Members owning 66-

2/3% ofthe Interests in the Company.

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proportion to the respective amounts required to be allocated to the various Members pursuant

• thereto. The items to be so allocated shall be determined in accordance with Regulations Sections

•

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Article 10

TAX ALLOCATIONS

10.1

Special Allocations. The following special allocations shall be made in the following

order, if and only to the extent required to make the regular allocations set forth herein comply with

the provisions of Section 704(b) of the Code and the Regulations promulgated thereunder:

10.1.1 Company Minimum Gain Chargeback. Notwithstanding any other provision

of Article 4 or Article 10, ifthere is a net decrease in Company Minimum Gain during any Company

fiscal year or other period., each Member shall be specially allocated items of Company income and

gain for such year or other period (and., if necessary. subsequent years), in an amount equal to such

Member's share of the net decrease in Company Minimum Gain, determined in accordance with

Regulations Section 1. 704-2(g). Allocations pursuant to the previous sentence shall be made in

1.704-2(1)(6) and 1.704-2(j)(2). This Section 10.1.1 is intended to comply with the minimum gain

chargeback requirement in Section 1. 704-2( f) of the Regulations and shall be interpreted consistently

therewith. To the extent permitted by said Section of the Regulations and for purposes of this

Section 10.1 only. each Member's Adjusted Capital Account Deficit shall be determined prior to any

other allocations pursuant to Article 4 or Article 10 with respect to such fiscal year and without

regard to any net decrease in Member Minimum Gain during such fiscal year.

10.1.2 Member Minimum Gain Chargeback. Notwithstanding any other provision

of Article 4 or Article 10 except Section 10.1.1, if there is a net decrease in Member Minimum Gain

attributable to a Member Nonrecourse Debt during any Company fiscal year or other period, each

Member with a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt,

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determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such year or other period (and, if necessary, subsequent years) in an amount equal to such Member's share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)( 4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required Co be allocated to the various Members pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 10.1.2 is intended to comply with the minimum gain chargeback requirement in Section 1.704.2(i)(4) of the Regulations and shall be interpreted consistently therewith.

10.1.3 Qualified Income Offset. In the event any Member unexpectedly receives any adj ustments, allocations, or distributions described in Section 1.704-1 (b )(2)(ii)( d)( 4), (5), or (6) of the Regulations, items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 10.1.3 shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in Article 4 or Article 10 have been tentatively made as if this Section 10.1.3 were not in this Agreement.

10.1.4 Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to Regulations Sections 1.704-2(g)(1) and 1.70~2(i)(5). each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible. provided that an allocation pursuant to this

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Section 10.1.4 shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in Article 4 or Article 10 have been tentatively made as if Section 10.1.4 and Section 10.1.3 hereof were not in this Agreement.

10.1.5 Nonrecourse Deductions. Nonrecourse deductions for any fiscal year shall be allocated among the Members in accordance with their Interests.

10.1.6 Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any fiscal year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulations Section 1. 704-2(i)(l).

10.1.7 Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of'his Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to Section 1.704- 1 (b )(2)(iv)( m) of the Regulations. If a Member so requests, the Company shall file an election under Code Section 754 to adjust the basis of Company assets as provided in the preceding sentence, in the event of a distribution of one or more Company assets or the Transfer ofan Interest in the Company. The cost of the Section 754 election (including all accounting fees and expenses) shall be borne by the Member requesting the election.

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10.1.8 Minimum Allocation to Member. Each Member shall be allocated at least one percent (1 %) of every item ofincome, gain, loss, deduction, or credit to the extent required to maintain the Company's classification as a partnership for federal income tax purposes.

10.2 Curative Allocations. The Allocations set forth in Section 10.1 hereof (the "Regulatory Allocations") are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations will be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section 10.2. Therefore. notwithstanding any other provisions of Article 4, the Managers shall make such offsetting special deductions in whatever manner they determine appropriate, so that, after offsetting allocations are made, each Member's Capital Account balance is to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Article 4 hereof. In exercising their discretion under this Section 10.2, the Managers shall take into account future Regulatory Allocations under Section 10.1 that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 10.1.

10.3 Code Section 704(c). In. accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Gross Asset Value.

In the event the Gross Asset Value of any Company asset is adjusted pursuant to Section 2.10 hereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall

I02S602vl

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take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder.

Any elections or other decisions relating to such allocations shall be made by the Members in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 10.3 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing Capital Accounts or shares of Profits,

Losses, other items, or distributions pursuant to any provision of this Agreement.

10.4 Economic Consistency. The Members intend that the tax allocation provisions of

Article 10 shall result in final Capital Account balances of the Members that permit liquidating

distributions to be made in accordance with final Capital Account balances under Section 8.3. The

tax allocation provisions of Article 10 shall be applied (and amended) by the Managers, if and to the

extent necessary, to produce that result even if those amendments require the amendment ofprior tax

returns of the Company to do so.

Article 11 BOOKS AND RECORDS

11.1 Company Books. The Managers shall maintain at the principal office of the Company complete and accurate books of account, in which shall be entered, fully and accurately, each and every transaction of the Company and the records required to be maintained by the Company pursuant to the Act. The books shall be kept according to such generally accepted method

of accounting as the Members may select, and the fiscal year of the Company shall be the calendar

year. Within ninety (90) days of the end of each fiscal year of the Company. each Member shall be

provided with a balance sheet and income statement reflecting such fiscal year's operations. A

1ll2SliOZvl

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Schedule K-l shall be delivered to each Member after the end of each fiscal year of the Company so

that each Member may timely file his personal income tax return.

11.2 Inspection of Books. The Members shall each have the right, at their own expense,

upon reasonable notice, to examine the books of account of the Company for any reasonable

purpose, provided that any such examination shall be conducted during normal business hours and without disruption of the Company's business.

11.3 Checking Accounts. The Company shall maintain a checking account or accounts at such bank or banks as shall be most conducive to the proper conduct of the business of the Company. Checks drawn on any such account shall be valid only when signed by either one (1) of the

Managers or a managing agent for the Company designated by the Members.

11.4 Tax Matters Partner. For purposes of Section 6231(a)(7) of the Code, Ronald C.

Ripley is hereby designated as the "Tax Matters Partner."

Article 12

INDEMNIFICATION AND EXCULPATION OF MEMBERS

12.1 Indemnification. The Managers and the Members shall be indemnified and held harmless by the Company from any liability resulting from any act performed by or omission made by them on behalf of the Company (except for acts or omissions of gross negligence or willful misconduct) to the fullest extent that a director or officer of a stock corporation may be indemnified

and held harmless under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended. 12.2 Exculpation. The Managers and Members shall not be liable to the Company or to

any Member for or as a result of any act, omission, or error in judgment that was taken, omitted, or

made by the Managers or Members in accordance with the standards established by Section

13.1-1024.1 of the Act.

I02S602,,1

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Article 13 MISCELLANEOUS

13.1

Notice. Any notice provided for in this Agreement to a Member shall be deemed

given if sent by registered or certified mail to such Member at the address shown for such Member on the books and records ofthe Company or at such other address as may have been given in writing to the Company, at its principal office by registered or certified mail, return receipt requested.

13.2 Entire Agreement. This Agreement contains the entire agreement among the parties with regard to the operations of the Company and supersedes any prior understanding and/or written or oral agreements among them respecting the subject matter hereof.

13.3 Severable. In the event any provision ofthis Agreement shall be held to be invalid or unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.

13.4 Governing Law. This Agreement is made in, and shall be governed by; and construed and enforced in accordance with, the laws of the Commonwealth of Virginia.

13.5 Captions. Any title or captions contained in this Agreement are for convenience only,

and shall not be deemed a part of the context of this Agreement.

13.6 Interpretation. When the context in which the words are used in this Agreement indicates that such is the intent, words in the singular number shall include the plural and vice versa, and words in the masculine gender shall include the feminine and neuter genders and vice versa.

13.7 Successors. This Agreement shall be binding upon the parties hereto, and, if and

when assigned in accordance with the provisions hereof: their respective assigns, successors in interest, personal or legal representatives, estates, heirs, and legatees .

27

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13. 8 Waiver of Compliance. Any failure of any Member to comply with any obligation,

covenant, agreement, or condition herein may be waived by other parties hereto, but such waiver or

failure to insist upon strict compliance with such obligation, covenant, agreement, or condition shall

not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

13.9 Counterparts. This document may be executed in several counterparts and such counterparts, when taken together, shall be as valid and binding and have the same effect, as if all

signatures were on one document.

WITNESS the following signatures and seals as

F. SCOTT RIPLEY

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RONALD C. RIPLEY $ 100.00 33-113%
Ripley Heatwole Company, Inc.
808 Newtown Road
Virginia Beach, VA 23462
F. SCOTI' RIPLEY $100.00 33-1/3%
808 Newtown Road
Virginia Beach, V A 23462
F. ANDREW HEATWOLE $100.00 33-113%
808 Newtown Road
Virginia Beach, V A 23462
$300.00 100.00%
• •

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EXHIBIT A

Member Name & Address

Initial Capital Contribution

Interest

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TABC

•

(VA see Certification)

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Dear Customer:

HUlLIHEN WIlUAMS MOORE CHAIRMAN

CLINTON MILLER COMMISSIONER

THEODORE V. MORRISON. JR.

COMMISSIONER

JOELH. PECK

CLERK OF mE COMMISSION P.O. BOX 1197 RICHMOND. VIRGINIA 2321B-1197

STATE CORPORATION COMMISSION Office of the Clerk

March 10, 2003

H DAVID EMBREE HOFHEIMER NUSBAUM PC PO BOX 3460

NORFOLK, VA 23514-3460

RE: RHC TRANS, L.L.C_

[0: S093086 - 9

DeN: 03-03-04-4137

This is your receipt for $100_00, to cover the fees for filing articles of organization for a limited liability company with this office.

• The effective date of the filing is March 10, 2003.

If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551.

Sincerely,

Joel H. Peck

Clerk of the Commission

•

DLLCRCPT LLNCD CIS0345

Tyler Building, 1:roO East Main Street, Richmond, VA 23219.3630

Cler1c's Office (804) 371-9733 Dr (8661722-2551 (toll-free In Virginia) .WWW.atate.va.us/sccidlvislonfclk Telecormnunlcatlons Davlce for tile Deaf-TODNoIce: (804) 371-9206

•

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. STATE CORPORATION COMMISSION

CRiclimoncf; :Marcli 10, 2003

'Ihis is to certify that tlie certificate of organization of

RHC TRANS, l.l.C.

was this aay issued and admitted to record' in tliis office ana that tlie said Iimited Eia6iCity company is authorized' to transact its business subject to a{C Virginia Iaws appEica6fe to tfie company and its business. PJfective date: 5t4.arcli 10, 2003

State Corporation Commission .Jlttest:

-~

~mmission

CIS0345

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