Colonial Heights - 2009 VA

2009 Federal Low Income Housing
Tax Credit Program
Application For Reservation
Deadline for Submission
9% Competitive Credits
Applications Must Be Received At VHDA No Later Than 5:00
PM Richmond, VA Time On May 15, 2009
Tax Exemot 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 (ifbonds are not issued by
VHDA)
Virginia Housing Development Authority

601 South Belvidere Street
Richmond, Virginia 23220-6500
.lfordûb le Hoß in E Starß tle rc "
v1 .3.2009-Custom¡zed
Low Income Housing Tax Credit Application for Reservation
Please indicate if the following items are included with your application by checking the appropriate boxes. Your
in organizing the submission in the order, and actually using tabs to mark them as shown, w¡l¡
review of your application.
93!¡ The inclusion of other items may increase the number of points for which you are eligible under VHDA s point
of ranking applications, and may assist VHDA in its determination of the appropriate amount of credits that it may
for the development. You are therefore encouraged to submit as much requested information as is available, but
inclusion is not mandatory for review of your application.
I Electronic Copy of the Microsoft Excel Based Application (MANDATORY)

B Hard Copy of All Application Pages With Signature (MANDATORY)
B Scanned Copy of the Tax Credit Application with all Attachments (excluding market study and plans & specs) (MANDATORÐ
E $ZSO Application Fee (MANDATORY)
Tab A: Documentation of Development Location:
E A.I Qualified Census Tract Certification
E A.2 Revitalization Area Certification
E Location Map
E Surveyor's Certification of Proximity To Public Transportation
pl B:
Tab Partnership or Operating Agreement, including chart of ownership structure with percentage ot'interests (MANDATORT
I C:
Tab Virginia State Corporation Commission Ceft¡tication (MANDATORY)
E tab O: Principal's Previous Participation Certilication and Resumé (MANDATORY)
I Tab E: Nonprotit Questionnaire (MANDATORY lbr points or pool)
The following documents need not be submiued unless requested by VHDA:
-Nonprofi t Articles of Incorporation
-IRS Documentation of Nonproht Status
-Joint Venture Agreement (if applicable)
-For-profit Consulting Agreement (if applicable)
E Tab F: Architect's Ceftitication (MANDATORY)
E Tab H: PHA / Section 8 Notification Letter
E faU I: Local CEO Letter
! J: Homeownership Plan
Tab
E f: Site Control Documentation (MANDATORY)
tab
E L: Plan of Development Certification Letter
tab
@ Tab M: ZoningCertification Letter
! tab N: Copies of 8609s To Certifr Developer Experience
! Tab o: (Reserved)
I Tab P: Plans and Specifications and Work Write-Up (MANDATORY)
! Tab Q: Documentation of Rental Assistance
! Tab R: Documentation of Operating Budget
I Tab S: Documentation of Project Budget
! Tab T: Documentation of Financing Sources
! Tab U: (Reserved)
I Tab V: Nonprofit or LHA Purchase Option or Right of First Refusal
Q Tab W: Original Attorney's Opinion (MANDATORY)
E tab x: (Reserved)
E tab y: Marketing Plan for units meeting accessibility requirements of HUD section 504
Âfu1 Z Market Study (MANDATORY-Application will be disqualified if market sfudy not submitted with the application)
2009 Submission Checklist

Low-Income Housing Tax Credit Application For Reservation
VI{D.A TaACTSNG" NUMBTN,

I. General Information
All code "Section" ¡eferences are to, md the tem "IRC" shall be deemed to mean, 5-13-09
the lntemal Revenue Code of 1986, as amended. of Application)
A. Development Name and Location:

l. Name of Development Colonial Heiehts Apartments
2. Address of Development 200-202 Charles Street
(Street)
Fredericksburg Virginia 22401
(City) (State) (Zip Code)
Ifcomplete address is not available, provide longitude and latitude coordinates (x,y) from
location on site your surveyor deems appropriate.
! Documentation from surveyor attached (TAB A) (Only necessary if street address or street intersections are not available.
(Coordinates should be the same as those listed on pg 13, ifapplicable)
4. The Circuit Court Clerk's office in which the deed to the property is or will be recorded:
City/Countyof FredericksburgCity (ie; Richmond City, Chesterheld County; see application manual)
5. Does the site overlap one or morejurisdictional boundaries? nYes E No
Ifyes, what other City/County is the site located in besides the one mentioned above?
6. Is the development located in a Metropolitan Statistical Area? !Yes !No
7. Census Tract the development is located in: 5 I 630000400
Is this a Qualified Census Tract: Yes E !

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? E Yes !No (If yes, attach required form in TAB A)
10. Is the development an existing RD or HUD 58/236 development? Ú Yes E No (If yes, attach required form in TAB Q)
Note: Ifthere is an identity ofinterest between the applicant and the seller in this proposal, and the applicanl is seeking points in
this category, then the applicant must either waive their rights to the developer's fee or other fees associated with acquisition and/or
rehabilítation, or obtain a waiver ofthis requiremerrt from VHDA prior to application submission to receive these points.
a. Applicant agrees to waive all rights to any developer's fee or
other fees associated with acquisition and/or rehab. ! Yes @ nla
b. Applicant has obtained a waiver of this requirement from VHDA
prior to the application submission deadline. E Yes Â nla
I l. Is the development located in a census tract with a poverty
rate <l0olo with no tax credit units currently present? ! Yes E No
12. Is the development listed on the RD 515 Rehabilitation
Priority List? EYes E No
13. CongressionalDistrict I htto://dlsois. state.va.us/conoress2001 POFs/chap7lab. odf
Planning District
- t6-
State Senate District n
State House District T
14. E Location Map Attached (TAB A)
B. Project Description:
In the space provided below, give a brief description ofthe proposed project.
Acquisition, rehab¡litat¡on and new construction. Colonial Heights contained 16 very deteriorated one bedroom un¡ts. in three buildings. The current
projectw¡lldemolishtwoofthethreebuildings,substantiallyrehabilitatethethirdandconstructanewthree-storystructure. Thenewdevelopment
will contain 14 units with 3 one-bedroom apartments, 8 two-bedroom apartments, and 3 three-bedroom apartments. There will be 5 units that meet
504 accessibility. The buildings are designed to be Earthcraft certified.
Page I
Low Income Housing Tax Credit Application For Reservation
C. Reservation Request
L Total annual credit amount request (Must be the same as Part IX-D8) $21!,0qq-
2. Credits requested from:

9%o Credits
I Nonprofit Set-Aside (All nonprofit owned developments which meet tests
described in Part II-D hereofmay select this)
! Local Housing Authorities ! Tidewater MSA Pool
n Northern Virginia MSA Pool ! Small MSA/lvlicropolitan Pool
n Richmond MSA Pool n Rural Pool
! Non-Competitive Pool (Preservation) ! Non-Competitive Pool (Disability)
n Tax Exempt Bonds
! new construction, or
! rehabilitation, or
! acquisition and rehabilitation.
Federal Subsidies
! The development will not receive federal subsidies.
! This development will receive federal subsidies for:

n aI buildings or
n some buildings.
D. Type(s) of Allocation/Allocation Year
1. Regular Allocation
E All otttre buildings in the development are expected to be placed

in selice this year. For those buildings the owner will, this year, request an
allocation of2008 qedits for @ new construction, or
E] rehabilitation, or
n acquisition and rehabilitation.
2. CarryforwardAllocation
! all of the buildings in the development are expected to be placed

in service within two years after the end of this calendar year,2009, but the
owner will have more than l0%o basis in the development before the end of six
months following allocation of credits. For those buildings, the owner requests
a carryforward allocation of 2009 credits pursuant to Section 42(hX I XE) for:
! new construction, g!
! rehabilitation, or
n acquisition and rehabilitation (even ifyou acquired a building this year and
"placed it in selice" for the purpose ofthe acquisition credit, you cannot receive
the 8609 form for it until the rehab 8609 is issued for that building once the rehab
work is "placed in sen¡ice" in 2010 or 201 l).
3. Federal Subsidies
E ftre development will not receive federal subsidies.
! ttris development will receive federal subsidies for:
E all buildings or
! some buildings.
Page2
E. Acquisition Credit Information

)TE: If no credits are being requested for existing buildings being acquired for the development,
indicate and go on to Part F: E No Acquisition
Ten-Year Rule For Acquisition Credits

tr ett buildings satisfy the tO-year look-back rule of IRC Section 42 (d)(z)(B), including the
l0% basis/$15,000.00 rehab costs ($10,000 fbr Tax Exempt Bonds) per unit requirement.
! an buildings qualify for an exception to the lO-year rule under IRC Section 42(dX2XDXD,
Subsection (I) !
Subsection (II) !
Subsection(IIf n
Subsection (IV) !
Subsection (V) n
n A waiver of the l0-year rule for all buildings has been or will be requested from the
Department of the Treasury pursuant to IRC Section 42(dX6XB)
n Different circumstances for different buildings: Attach a separate sheet and explain for each
building.
F. Rehabilitation Creditlnformation
NOTE: If no credits are being requested for rehabilitation expenditures, so indicate and go
on to Section IL ! No Rehabilitation
Minimum Expenditure Requirements
E All buildings in the development satisfy the rehab costs per unit requirement of IRC
Section a2(eX3XAXii).
n All buildings in the development qualify for the IRC Section a2(eX3XB) exception to the
l0% basis requirement (4% credit only).
n All buildings in the development qualify for the IRC Section 42(Ð(5XBXii)(II) exception.
! Different circumstances for different buildings. Attach a separate sheet and
explam tor each burldrng.
2009 Page 3
IL OWNERSHIPINFORMATION
NOTE: VHDA may allocate credits only to the tax-paying enlity which owns the development at the time of the allocation. The term "Owner" herein refers to that entity. Please
in the legal name of the owner. The ownership ent¡ty must be formed prior to submitting this application. Any transfer, direct or indirect, of partnership interests (except
sole discret¡on IMPORTANT: The Owner name listed on lhis page must match exactly the owner name l¡sted on the V¡rgin¡a State Corporation
Certification.
Must be an ¡ndividual or legally formed entity
A. Owner Information:
Name Colonial Heights Apartments 2006,LP.
Contact Person trirsl Gary Middle: Last: Parker
Address
Fredericksburg VA 22408
(City) (State) (Zip Code)
Federal I. D. No. 20-s162658 (If not available, obtain prior to Allocation)

Phone 540 6049943 ext12 Fax Email address gparker@centralvahousing.org
Type of entity: E Limited Partnership tl Other
E Individual(s) ! Corporation
E Owner's organizational documents (e.g. Partnership agreements) attached (Mandatory TAB B)
E Certification from Virginia State Corporation Commission attached (Mandatory TAB C)
Principal(s) involved (e.g. general pal'tners, LLC members, controlling shareholders, etc.):
Names ** Phone Type Ownership 7o Ownership
CVHC ColonialHeiehts ments, Inc. 5406049943 extlz GP 100.00Vo
__--mT- 0.007o
- ïO\E"
0.00vo
- 0.008"
-__-_-_o6%-
This should be IOOTo of the GP or managing member interest: 100.0070
** These should be the names of individuals who comprise the GP or managing members. not simply the names of
separate partnerships or corporations which may comprise those components.
I Principals'Previous Participation Certification attached (Mandatory TAB D), resumé, & ownership structure chart.
B. Seller Information:
Name Central Virei Coalition Contact Person Gary Parker
Address
Frederic
Is there an identity of interest between the seller and owner/applicant? EYes ENo
If yes, complete the following:
Principal(s) involved (e.g. general partners, controlling shareholders, etc.)
Names Phone T)¡pe Ownership 7o Ownership
CVHC Colonial Heights Apartments, Inc 540 604 9943 ext 12 General Partner 100.00Vo
0.007o
0.0070
0.007o
2009 Page 4
c. Development Team Information:

Complete the following as applicable to your development team.
1. Tax Attorney: Tom Thome-Thomsen Related Entity? !YesENo

Firm Name:
Address:
Phone: 312 491 3324 3r2 42t 6162
2. Tax Accountant: Mike Vicars Related Entity? ! Yes E No

Firm Name: Dooley & Vicars, PV
Address:
Phone: (804) 3552808 ext 102 Fax:
a
J. Consultant: Related Entity? fYesnNo
Firm Name: Role:
Address:
Phone: Fax:
4. Management Entity (Contact): Gary Parker Related Entity? BYesINo

Firm Name: Central Vi rffi
Address:
Phone: 9943 exT 12 Fax:
5. Contractor(Contact): ToddPeacock Related Entity? n Yes E No

Firm Name: Community
Address: , Ktc
Phone: 540 3822002 Fax:
6. Architect: Don Harwood Related Entity? IYesENo

Firm Name: Eilrstudiõ;Pc
Address: PO Box 1204, Roanoke, VA 24019
Phone: 540 342 5263 Fax:
7. Real Estate Attomey: Johnson Kanady Related Entity? IYesENo

Firm Name: tnn
Address: resl
Phone: (804) 282-84e4
8. Mortgage Banker: Related Entity? EYesENo

Firm Name:
Address:
Phone: Fax:
9. Other (Contact): Related Entity? !YesENo

Firm Name: Role:
Address:
Phone: Fax:
2009 Page 5
D. Nonprofit Involvement:
For 9o/o Credits - Must be completed in order to compete in the nonprofit tax credit pool'
Applicants - Must be completed for points for nonprofit involvement under the ranking system.
Tax Credit Nonprofit Pool Applicants: To qualifu for the nonprofit pool, an organization described in IRC Section 501
(c)(3) or 501 (cXa) and exempt from taxation under IRC Section 501 (a), whose purposes include the fostering of low-income housing:
l. Must "materially participate" in the development and operation ofthe project throughout the compliance period,
2. Must own all general partnership interests in the development.
3. Must not be afïìliated with or controlled by a for-proftt organization.
4. Must not have been formed lor the principal purpose olcompetition in the nonprofit pool, and
5. Mustnothaveanystaffmember, ormemberofthenonproht'sboardofdirectorsmateriallyparticipateintheproposedproject
as a for-profrt entity.
All Applicants: To quality f'or points under the ranking system, the nonprofit's involvement need not necessarily
satisfu all ofthe requirements for participation in the nonprofit tax credit pool.
l. Nonprofit Involvement (All Applicants)

Ifthere is no nonprofit involvement in this development, please indicate by checking here:
fl and go on to part III
2. MandatoryQuestionnaire
lf there is nonprofit involvement, you must complete the Non-Profit Questionnaire
Q Questionnaire attached (Mandatory TAB ll)
3. Type ofinvolvement
I Nonprofit meets eligibility requirement for points only, not pool or
B Nonprofit meets eligibility requirements for nonprofit pool and points.
4. Identity of Nonprofit (All nonprofit applicants)

The nonprofit organization involved in this development is:
@the Owner
B the Applicant (ifdifferent from Owner)
I other
Central V Coalition
Parker
Gary zos tluqglry¡gud
@ (StreetAddress)
F¡edericksburg VA 224,91 , ,
f (state) (Zipcode)
540 604 9943 ext 12
(Phone) (Fax)
Percentage of Nonproht Ownership (All nonprofit applicants)

Specifu the nonprofit entity's percentage ownership of the general partnership interest: 100.0%
2009 Page 6
III. DEVELOPMENT INFORMATION
A. Structure and Units:

1. Total number of all units in development
.l'otalnumberofrentalunitsindevelopmentTbedrooms28 14
Number of low-income rental units T bedrooms

Percentage of rental units designated low-income -T003096' -T
2. Ihe development's structural teatures are (check all that apply):
! Row House/ Iownhouse ! Detached Stngle-tamily

E Garden Apartments tr Detached Two-family
! Slab on Grade E Basement
n Crawl space Age of Structure: 150 yrs/l',lew
E Elevator Number of stories: 3
3. Number of new units 12 bedrooms 24

Number of adaptive reuse units bedrooms
Number of rehàb units
4. Total Floor Area For The Entire Development -

-
15,602.61 rso rr -"
-llbedrooms
5. Unheated ¡ loor Area (Breezeways, Balconies, Storage) 9E I .00 rsq n l
6. Nonresidential Commercial Floor Area 0.00 rsq nl

(Not eligible for funding)
7. Total Usable Residential Heated Area
8. Number of Buildings (containing rental units)
9. Commercial Area Intended Use:
10. Project consists primarily of a building(s) which is (are)(CHOOSE ONLY ONE)
E Low-Rise (1-5 stories with an), structural elements made of wood)

I Mid-Rise (5-7 stories with no structural elements made of wood)
I High-Rise (8 or more stories with no structural elements made of wood)
B. Building Systems:
Please describe each of the following in the space provided.
Community Facilities: laundry facility on each floor and community gardens adjacent
Exterior Finish: Renovated Building - painted brick; New Construction-cement fiber clapboard si4ing
Heating/AC System: high effrciency heat pump
Architectural Style: Local/regional residential vernacular
2009 PageT
C. Amenities:
a
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2gdm€ld -rc's+ CIOO S'F 3+dmGar
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@T-sP .l+dmca+ 3+d,+T+{
------.............@'s+
-€ffEld 2+drm€a+ 4 BdrsrTH
å Tetal gress usable; heated squar+feet fer the entire prqieet less nenresidential eemmereial area:
-'s+
W t] ¡-reeumentat¡en afiaene
€
NOTE l: The items on pages 8 & 9 of this application denoted
by a STRIKETHROUGH should be ignored.
The square footage measurements above should be entered on the worksheet labeled Info Sheet.
Those which are optional point items may be elected later in the application on the worksheets labeled
Score (NC), Score (AR) and Score (Rehab), as the amenity items may not apply to all construction types.
Please note that the point item below pertaining to a community room should be elected here, if appropriate.
NOTE 2: All developments must meet VHDA's Minimum Design and Construction Requirements.
By signing and submitting the Application For Reservation of Low Income Housing Tax Credits the
applicant certities that the proposed project budget, plans & specifications and work write-ups incorporate
all necessary elements to fûltill these requirements.
3-
neeumentat¡enattaene¿
n
fereny prejeetr upen ie+
M a(ÐPereentage ef2 bedrc
M a(2) P€rêentage êf 3 er mo
! b. A community/meeting room with a minimum of 749 square feet is provided
894 e Pereentage efexterio
!+ Att kit€h€n and têundry ap
ne
!f, Fvert'unilirFthe deYe
ir
nith gas furnaees rvith*n ÂFUE rating ef 909á, er mere
!þ Water expense is sub metered (the tenant rvill pat'menthl'' er bi menthly bill)
trh raeft Uatttreem eens*t
tri= Preyide necessary in i€è
!i= nU water heaters
2009 Page 8
Low Income Housing Tax Credit Application For Reservation
Fer elt ereje€ts ex ion-

Mien, €p+ienetPein#i+€ms)
na'
¡h
n e All bathreems wil;lh
n*
Fer stt rehebil¡t ion €r
e+-+ehabitita+ien, (Op+ien+tP€in++€mq
n is-
ier-es
being ef histerieal signifieanee te the diskiet; and the rehebilitatien rvill b€ eempleted
¡n suen a rnanner as te U
Accessibility
Check one or none ot the tollowrng polnt categorles, as approprlate:
! For any non-elderly property in which the greater of5 or l0% ofthe units (i) provide federal project-based rent subsidies or
equivalent assistance in order to ensure occupancy by extremely low-income persons; (ii) conform to HUD 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).
E For any non-elderly property in which the greater of 5 or l0olo of the units (i) have rents within HUD's Housing Choice
Voucher (*HCV) payment standard; (ii) conform to HUD regulations interpreting accessibility requirements of section 504 of
the Rehabilitation Act; and (iii) are actively marketed to people with mobility impairments, including HCV holders, in
accordance with a plan submitted as part the Application.
tr For any non-elderly property in which at least four percent (4%) of the units conform to HUD regulations 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 Certifïcation

Applicant agrees to obtain Earthcraft or LEED certiflrcation 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.
B Yes -Earthcralt f] Yes - LEX'D
IfYes 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.
EI Yes ! No lt Yes, attach approprtate documentatlon at'l'AB F
Universal Design - Units Meeting Universal Design Standards

a. The architect of record certifies that units will be constructed to meet VHDA's Universal Design standards.
[] Yes n No lt Yes, attach approprlate documentatlon at'l'AB F'
b. Number of Rental Units constructed to meet VHDA's Universal Design standards:

5 Units 36%
VHDA Certified Property Management Agent

Owner agrees to use a VHDA Ceftified Property Management Agent to manage the property.
El Yes D No
E yes n No E N¡e The market-rate units' amenities are substantially equivalent to those of the
low-income units. If no, explain differences:
2009 Page 9
IV. TENANT INFORMATION
A. Set-Aside Election: UNITS SELECTED BELOW IN BOTH COLUMNS DETERLINE

POINTS FOR THE BONUS POINT CATEGORY
Note: ln order to qualify for any tax credits, a development must meet one of two minimum threshold occupancy tests. Either (i) at least
of the units must be rent-restricted and occupied by persons whose incomes are 50% or less of the area median income adjusted for f,
size (this is called the 2Ol50 test) or (ii) at least 4Oo/o ol the units must be rent-restricted and occupied by persons whose incomes are 60%
less of the area median income adjusted for family size (this is called the 40/60 test), all as described in Section 42 of the lRC.
income-restricted units are known as low-income units. lf you have more low-income units than required, you qualify for more credits. lf
serve lower incomes than required, you receive more points under the ranking system.
Units Provided Per Household'l'ype:

ncome en
of Units 7o of Units Units oá of Units
0 0.00% 40Yo Area Median 2 14.29% 40o/o AreaMedian

50Yo AreaMedian 5o%o AreaMedian
--------OTf%
-T00:00'% 60Yo AreaMedian 6o%o AreaMedian
Non-LMIUnits -îTlVî Non-LMI Units
Total
Total
-Tîi%
-T00T0'% -T00T0%'
-Tt/%. -Tf/%-
B. Special Housing Needs/Leasing Preference:
1. lf 100% of the low-income units will be occupied by either or both of the following special needs
groups as defined by the United States Fair Housing Act, so indicate:
n Yes Elderly (age 55 or above)
! Yes Physically or mentally disabled persons (must meet the requirements of the federal
Americans with Disabilities Act)
2. Speciff the number of low-income units that will serve individuals and families with children by
providing three or more bedrooms: 3 Number of units 2l% of total low-income units
3. If the development has existing tenants, VHDA policy requires that the impact of economic and/or 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:
El Yes
!No
E Locality has no such waiting list; If yes, provide the following information:
Organization which holds such waiting list: Central Virginia Housing Coalition
Contact person (Name and Title) Mary Anne
Phone Number 540 604 9943 [ Required documentation attached (TAB H)
5. If leasing preference willbe given to individuals and families with children.

(Less than or equal to 20%o of the units must have of 1 or less bedrooms).
@ Yes
nNo
2009 Page l0
v. LOCAL NEEDS AND SUPPORT
A. Provide the name and the address of the chief executive oflicer (City Manager, Town Manager, or
County Administrator) of the political jurisdiction in which the development will be located:
Chief Executive Officer's Name Beverly R. Cameron
Chief Executive Officer's Title Acting City Manager
Street Address 715 Princess Anne Street Phone 540 372 l0l0
City Fredericks ZiP Ñ
Name and title of local official you have discussed this project with who could answer questions for the
local CEO: Eric Nelson, Senior Planner
ELetterfro@!CEo1ettertobesubmittedseparatelybyJune1,2009
VHDA notification letter to CEO submitted prior to 5:00 PM3l5l09: (9% competitive credits only) E Yes n No
Ifthe property overlaps another jurisdiction please fill in the following:

Chief Executive Officer's Name
Chief Executive Officer's Title
Street Address Phone
City zip
Name and title of local official you have discussed this project with who could answer questions for the
local CEO:
! Letter nom
VHDA notification letter to CEO submitted prior to 5:00 Plrl3l5l09: (9% competitive credits only) [ Yes I No
Project Schedule
ACTUAL OR
ACTIVITY ANTICIPATED
DATE
B. Permânent Loan - First Lien
her Loans & Grants
Page I I
VI. SITE CONTROL
Site control by the Owner identified herein is a mandatory precondition of review of this application.
of it, in the form of either a deed, option, purchase contract, or lease for a term longer than the period of time
will be subject to occupancy restrictions must be included herewith. (9% Competitive Gredits - An option
must extend beyond the application deadline by a minimum of four months.)
Site control by an entity other than the Owner, even if it is a closely related party, is not sufficient. Anticipated
transfers to the Owner are not sufficient. The Owner, as identified in Subpart ll-A, must have site control at the
this Application is submitted.
I lf the Owner receives a reservation of credits, the property must be titled in the name of or leased by (pursuant to a
lease) the Owner before the allocation of credits is made this year.
us before you submit this application if you have any questions about this requirement.
A. Type of Site Control by Owner:
Applicant controls site by (select one and attach document - Mandatory'f'AB K)
E Deed - attached
! Long-term Lease - attached (expiration date:
! Option - attached (expiration date:
! Purchase Contract - attached (expiration date:
If more than one site for the development and more than one form of site control, please so indicate
! and attach a separate sheet speciffing each site, number of existing buildings on the site, if any,
type ofcontrol ofeach site, and applicable expiration date ofform ofsite control. A site control
document is required for each site.
B. Timing of Acquisition by Owner:

Select one:
E Owner already controls site by either deed or long-term lease or
n Owner is to acquire property by deed (or lease for period no shorter than period property
willbe subject to occupancy restrictions) no later than (must be prior to November 7,2008).
If more than one site for the development and more than one expected date of acquisition by
Owner, please so indicate ! and attach separate sheet specifying each site, number of existing
buildings on the site, if any, and expected date of acquisition of each site by the Owner.
C. Market Study Data:
Obtain the following information from the Market Study conducted in connection with this tax credit application and enter below:
Project Wide Capture Rate - LIHTC Units 0.50%

Project Wide Capture Rate - Market Units 0.00%
Project Wide Capture Rate - All Units 0.50o/o
Project Wide Absorption Period (Months) 2 months
2009 Page 72
C. Site Description
l. Exact area ofsite in acres 0.341
2. Has locality approved a final site plan or plan ofdevelopment?

El Yes ! No
El Required documentation form attached (TAB L)
3. Is site properly zoned for the proposed development?

El Yes n No
E Required documentation form attached (TAB M)
4. Will the proposal seek to quali! for points associated with proximity to public transportation?
El Yes n No
El Required documentation form attached (TAB A)
D. Photographs
lnclude photographs olthe slte and any exlstlng structure(s) rn TAB 0. for rehablhtatlon proJects,
provide interior pictures which document the necessity of the proposed work.
E. Plans and Specifications
Minimum submission requirements for all properties (new construction, rehabilitation and adaptive reuse)
l. A location map with property clearly defined.

2. Sketch plan of the site showing overall dimensions of main building(s), major site elements
(e.g., parking lots and location ofexisting utilities, and water, sewer, electric,
gas in the streets adjacent to the site). Contour lines and e'levations are not required.
3. Sketch plans ofmain building(s) reflecting overall dimensions of
a. Typical floor plan(s) showing apartment types and placement
b. Ground floor plan(s) showing common areas;
c. Sketch floor plan(s) of typical dwelling unit(s);
d. Typical wall section(s) showing footing, foundation, wall and floor structure.
Notes must indicate basic materials in structure, floor and exterior finish.
In addition: required documentation for rehabilitation properties
A unit-by-unit work write-up.
I Plans and specifications/unit-by-unit work writeup attached (TAB P) or

E Plans and specifications/unit-by-unit work writeup submitted separately
2009 Page 13
VII. OPERATING BUDGET

A. Rental Assistance
1. Do or will any low-income units ¡eceive rental assistance?
nYes E No
2. Ifyes, indicate type ofrental assistance:
! Section 8 New Construction Substantial Rehabilitation

! Section 8 Moderate Rehabilitation
n Section 8 Certificates
n Section 8 Project Based Assistance
n no sts Rental Assistance
! Section 8 Vouchers
! Stut. Assístance
n oth".,
3. Number of units receiving assistance:

Number ofyears in rental assistance contract: 0
Expiration date of contract:
n Contract or other agreement attached (TAB Q)
B. Utilities
l. Monthly Utility Allowance Calculations
utiliries Type ofUtility urilities Enter Allowances by Bedroom Size

lcas- Electric. Oil- etc.) Paid bv: 0-bdr l-bdr 2-bdi l-bdr 4-br
Ieating lwner fenant 24 30 37
dr Conditioning Jwner fenant 8 l0
)ooking Owner Ienant 0 7 7
-ighting i]lowner lFlTenant 0 It 22 26
Iot Water lowner fenant 0 l( l5 t7
ilater Ienant 0 l5 20 24
-lowner
)wner enant 0 I 24 3(
iewe¡
frâsh Owner Tenant 0 0
Total utility allowance lor costs Þaid bv tenant $0 $99 $126 $l5l $0
2. Source of Utility Allowance Calculation (Attach Documentation TAB Q)

n HUD
¡ Utility Company (Estimate) n LocalPHA
! Utility Company (Actual Survey) E other: CVHC
2009 Page 14
C. Revenue
l. Indicate the estimated monthly income for the Low-Income Units: **
Number of Total
Unit Type Tax Credit Units Rental Income
Efficiency Units 0 $0
I Bedroom Units J $ 1,600
2 Bedroom Units 8 s6,32s
3 Bedroom Units J $2.805
4 Bedroom Units 0 $0
Total Number of Ta,x Credit Units t4
Plus Other Income Source (list): $0

Equals Total Monthly Income: $10,730
Twelve Months xl2
Equals Annual Gross Potential Income
Less Vacancy Allowance ( 7.0o/o )
Equals Annual Effective Gross Income (EGI) - Low Income Units $119,747
** Beginning at Row 75 enter the âppropriate data for both !49¡9!!! and qþ!4¡þ units in the yellow shaded cells.
2. Indicate the estimated monthly income for the Market Råte Units: +*
Total Monthly
Unit Type Market ljnits Rental lncome
Efficiency Units 0 $0
4 Bedroom Units 0 s0
Total Number of Market Units
Plus Other Income Source (list): $0

Equals Total Monthly Income: $0
Twelve Months xl2
Equals Annual G¡oss Potential Income $0
Less Vacancy Allowance ( 0.0% ) $0
Equals Annual Effective Gross Income (EGI) - Market Rate Units $0
! Documentation in Support ofOperating Budget attached (TAB R)
List number of units by type: TOTAL UNITS
ASSISTED LVG EFF€LD I BD RM+LD 2 BD RM€LD EFF€AR I BD RM-GAR
0 0 0 0 0 3
2 BD RMGAR 3 BD RM€AR 4 BD RMGAR 2 BD RM.TH 3 BD RM-TH ¡t BD RM-TH
8 0 0 0 0
I STYÆFF+LD I STY.I BR+LD I STY-2 BR-ELD Note: Please be sure to enter the rumber of units in the
0 0 0 aDoroDriate unit category. lfnot' you will find an error on
the scor$heet at 54, 6a & 6b.
List number of units by type: TAX CREDIT UNITS

ASSISTED LVG EFF€LO I BD RMÆLD 2 BD RM-ELD EFF-GAR I BD RM€AR
0 0 0 0 0
2 BD RMGAR 3 BD RM€AR 4 BD RMGAR 2 BD RM-TH 3 BO RM-TH 4 BD RM-TH
I 3 0 0 0 0
I STY-EFF-ELD I STYI BR-ELD I STY-2 BR-ELD
0 0 0
Efficlency Units
Unit Type / Net Renlable Monthly Rent Total
Rent Taroetino Number Units Square Feet Per Unit Monthlv Rent
Efficiencv-4o% .|| r o rr urru riF---T u

Emciency-4o% | o ll o.oo llS l$
Err¡ciency-4o% I o-ll o3o lls -- - ls
Page 15
2009
Efficiency - 40% 0 0.00 $ $
Efficiency - 40% 0 0.00 $ s
Effic¡ency - 40% 0 0.00 $ ù
Efficiency - 40% 0 0.00 $ ù
Efficiency - 40% 0 0.00 $ $
Efficiency - 40% 0 0.00 s $
Efficiency - 40% 0 0.00 $ $
Etficiency - 40% 0 0.00 Ð $
Efficiency - 40% 0 0.00 $ $
Efficiency - 400/0 0 0.00 t $
Efficiency - 40% 0 0.00 $
Efficiency - 40% 0 0.00 I
Emciency - 50% 0 0.00 $ $
Eff¡c¡ency - 50% 0 0.00 $ $
Effic¡ency - 50% 0 0.00 s $
Eff¡c¡ency - 50% 0 0.00 $ $
Efficiency - 50% 0 0.00 $ $
Efficiency - 50% 0 0.00 $ $
Efiiciency - 50% 0 0.00 $ $
Efficiency - 50% 0 0.00 s s
Efficiency - 50% 0 0.00 $ $
Efficiency - 500/0 0.00 $ $
Efficiency - 50o/o 0 0.00 $ $
Etficiency - 50o/o 0 0.00 $ s
Efficiency - 50% 0 0.00 $ $
Efficiency - 50o/o 0 0.00 s I
Efficiency - 50% 0 0.00 $ $
Efficiency - 60% 0 0.00 $ $

Efficiency - 60% 0 0.00 $ $
Effic¡ency - 60% 0 0.00 ù $
Effic¡ency - 60% 0 0.00 $ $
Efficiency - 6070 0 0.00 $ ù
Eff¡c¡ency - 60% 0 0.00 ù $
Efficiency - 60% 0 0.00 $ $
Efiiciency - ô0% 0 0.00 $ $
Efficiency - 600/0 0.00 $ ù
Etficiency - 60% 0 0.00 $ ù
Efficiency - 60% 0 0.00 $ $
Efficiency - 60% 0 0.00 $
Eff¡ciency - 60% 0 0.00 s ü
Total Efficiency Total Monthly Eff.
Tax Credit un¡ts: 0.00 Tax cred¡t Rent:
Efficiency - Market 0 0.00 $ ù

Eff¡ciency - Market 0 0.00 $ $
Eff¡ciency - Market 0 0.00 $ $
Eff¡c¡ency - Market 0 0.00 s $
Eff¡ciency - Market 0.00 $ $
Efficiency - Market 0 0.00 $ $
Efficiency - Market 0 0.00 $ ù
Efficiency - Market 0 0.00 ù $
Efficiency - Market 0 0.00 ù $
Efficiency - lvlarket 0 0.00 $ s
Efficiency - Market 0 0.00 s $
Effic¡ency - Market 0 0.00 $ $
Total Efficiency
Market Un¡ts: Total Monthly
Eff. Merket Rent: $
Totel Eff. lJn¡ts: Total Eff. Rent S
l-Bedroom Unlts
Net Rentable Monthly Rent Total
Rent Taroetinq NumberUnits SouareFeet Per Unit Monthlv Rent
2009 Page 15
I BR-40% 2 630.00 s 475 ù
1 BR - 400/o 0 0.00 $ $
1 BR-40% 0 0.00 ù $
1 BR-40% 0 0.00 $ $
1 BR-40% 0 0.00 $ $
1 BR-40% 0 0.00 ù $
1 BR-40% 0 0.00 $ $
't BR - 40% 0 0.00 $ $
'1 BR - 40% 0 0.00 $ $
1 BR - 4oo/o 0 0.00 $ $
I BR-40% 0 0.00 $ $
I BR-40% 0 0.00 $
1 BR-40% 0 0.00 $ $
I BR-40% 0 0.00 ù $
1 BR-40% 0 0_00 $
I BR-50% 1 641.60 $ 650 $ 650

I BR-50% 0 0.00 ü $
I BR-50% 0 0.00 Ð $
1 BR-50% 0 0.00 $
1 BR-50% 0 0.00 $ $
1 BR-50% 0 0.00 ù $
1 BR-50% 0 0.00 ù
1 BR-50% 0 0.00 $ $
I BR-50% 0 0.00 $ ù
1 BR-50% 0 0.00 $ $
I BR - 5070 0 0.00 $ $
1 BR-50% 0 0,00 $
1 BR-50% 0 0.00 $ t
I BR-50% 0 0.00 $ $
I BR - 5070 0 0.00 ù
1 BR-60% 0 0.00 Ð ù
1 BR-60% 0 0.00 $ $
I BR-60% 0 0.00 $ ð
1 BR - 6070 0 0.00 $ $
1 BR-60% 0 0.00 $ $
1 BR - 6070 0 0.00 $ $
I BR-60% 0 0.00 ù
1 BR-60% 0 0.00 $ $
1 BR-60% 0 0.00 $ $
1 BR - 600/o 0 0.00 $ $
1 BR-60% 0 0.00 $ $
I BR - 600/o 0 0.00 s $
1 BR - 600/o 0 0.00 s $
1 BR - 600/o 0 0.00 ù $
'l BR - 60% 0 0.00 $ $
Total 1-BR Total Monthly 1-BR
Tax Credil tlnils: 1,901.60 Tax Credit Rent: $ 1,600
1 BR - ftilarket 0 0.00 $ $
1 BR - Market 0 0.00 $
1 BR - Markel 0 0.00 $ $
1 BR - Market 0 0.00 $ $
1 BR - Market 0 0.00 $
1 BR - Market 0 0.00 $ $
I BR - Market 0 0.00 $ $
a
1 BR - Market 0 0.00 s
1 BR - Market 0 0.00 $ $
1 BR - Market 0 0.00 $ $
'l BR - Market 0 0.00 $ $
I BR - Market 0 0.00 $ $
I BR - Market 0 0.00 $
I BR - Market 0 0.00 ù $
1 BR - Market 0 0.00 $ $
Total 1.BR
Markêt Un¡ts: Total Monthly
1-BR Markêt Rent:
2009 Page 15
2-Bedroom Unlts
Renl Tarqetino Number Units Square Feet Per Unit Monthlv Rent
2BR- 40% 0 0.00 $ $

2 BR - 40o/o 0 0.00 $ $
2BR-40% 0 0.00 $ $
2 BR - 400/o 0 0.00 $ $
2BR- 40% 0 0.00 $ $
2 BR - 4Oo/o 0 0.00 s $
2BR- 40% 0 0.00 Ð $
2BR- 40% 0 0.00 s $
2BR- 40% 0 0.00 $ ü
2 BR - 4Oo/o 0 0.00 s $
2 BR - 400/o 0 0.00 $ ü
2BR- 4Oo/o 0 0.00 $ $
2BR- 40% 0 0.00 $ $
2BR- 40% 0 0.00 $ ü
2BR- 40% 0 0.00 $ $
2 BR - 5070 2 936.00 $ 800 $ 1,600

2BR-50% 3 821.70 $ 775 $ 2,325
2BR-50% 3 912.20 $ 800 $ 2,400
2BR-50% 0 0.00 $ $
2BR-50% 0 0.00 $ ù
2BR-50% 0 0.00 $ ü
2BR-50% 0 0.00 $ $
2BR-50% 0 0.00 $ $
2BR-50% 0 0.00 $ $
2BR-50% 0 0.00 s $
2BR-50% 0 0.00 $ $
2BR-50% 0 0.00 $ ü
2BR-50% 0 0.00 $ $
2BR-50% 0 0.00 $ ù
2BR-50% 0 0.00 $ $
2BR-60% 0 0.00 $ $
2BR-60% 0 0.00 $ ù
2BR-60% 0 0.00 $ $
2BR-60% 0 0.00 $ $
2BR-60% 0 0.00 $ $
2BR-60% 0 0.00 $ $
2BR-60% 0 0.00 $ ù
2 BR - 600/o 0 0.00 $ $
2BR-60% 0 0.00 $ $
2BR-60% 0 0.00 ù $
2BR-60% 0 0.00 ù $
2BR-60% 0 0.00 $ $
2BR-60% 0 0.00 û $
2BR-60% 0 0.00 $ $
2BR-60% 0 0.00 $ $
Tax Cred¡t Units: 7.O73.70 Tax Crêd¡t Rent: $ 6,325
2 BR - Market 0 0.00 ù $
2 BR - Market 0 0.00 $ $
2 BR - Market 0 0.00 $ $
2 BR - Market 0 0.00 $ $
2 BR - Market 0 0.00 Ð $
2 BR - Market 0 0.00 $ $
2 BR - Market 0 0.00 $ $
2 BR - Market 0 0.00 $ $
2 BR - Market 0 0.00 ù $
2 BR - Market 0 0.00 ù ù
2 BR - Market 0 0.00 $ $
2 BR - Market 0 0.00 ù $ Page I 5
2009
2 BR - Market I o lt-- ooo --lls I s
o ---li mo----lis -- -l
2 BR - Markèt
2 BR - Market
Total 2-BR
I s
Market Units: Total Monthly

2-BR Market Rent:
Total 2-BR Un¡ts: Totål 2.BR Rent S 6,325
3-Bedroom Units
Net Renlable Monthly Rent Total
Rent Tarqetino Number Units Square Feet Per Unit Monthlv Rent
3 BR - 40olo 0 0.00 $ $
3 BR - 40olo 0 0.00 $ $
3 BR - 40olo 0 0.00 $ I
3BR-40% 0 0.00 $ $
3BR-40% 0 0.00 $ $
3BR-40% 0 0.00 $ $
3BR-40% 0 0.00 $ Ð
3BR-40% 0 0.00 ù $
3BR-40% 0 0.00 $ $
3BR-40% 0 0.00 $ $
3BR-40% 0 0.00 $ $
3BR-40% 0 0.00 $ $
3BR-40% 0 0.00 $ $
3BR-40% 0 0.00 $ $
3BR-40% 0.00 s $
3 BR - 5070 â 1 005 50 $ 935 $ 2,805

3BR-50% 0 0.00 $ $-
3BR-50% 0 0.00 $ $-
3BR-50% 0 0.00 $ ù-
3BR-50% 0 0.00 s ù-
3BR-50% 0 0.00 $ ù-
3BR-50% 0 0.00 $ $-
3BR-50% 0 0.00 $ ù-
3BR-50% 0 0.00 $ $-
3 BR - 5070 0 0.00 $ ù-
3BR-50% 0 0.00 $ $-
3 BR - 5070 0 0.00 $ ù-
3 BR - 507o 0 0.00 $ $-
3BR-50% 0 0.00 $ $-
3BR-50% 0 0.00 $ $-
3BR-60% 0 0.00 $ $
3 BR - 600/o 0 0.00 $ $
3BR-60% 0 0.00 $ ù
3BR-60% 0 0.00 $ $
3BR-60% 0 0.00 s ù
3BR-60% 0 0.00 $ $
3BR-60% 0 0.00 $ $
3BR-60% 0 0.00 $ ù
3BR-60% 0 0.00 $ $
3BR-60% 0 0.00 $ $
3BR-60% 0 0.00 $ $
3BR-60% 0 0.00 $ $
3BR-60% 0 0.00 s $
3 BR - 6070 0 0.00 $ ù
3BR-60% 0 0.00 $
Tax Credit Units: 3.016.50 Tax Cred¡t Rent: I 2,805
3 BR - Market l-- o lt-- ooo lls I s
f o li- oro -lis --:-l

3 BR - Market
2009 3 BR - Market s Page 15
3 BR - Market 0 0.00 $ $
3 BR - Market 0 0.00 $ s
3 BR - Market 0 0.00 ù $
3 BR - Market 0 0.00 $ $
3 BR - Market 0 0.00 $ $
3 BR - Market 0 0.00 $ $
3 BR - Market 0 0.00 $ $
3 BR - Market 0 0.00 Ð $
3 BR - Market 0 0.00 $ $
3 BR - Market 0 0.00 ð $
3 BR - Market 0 0.00 Ð $
3 BR - Market 0 0.00 ù $
Total 3-BR
Market Units: Total Monthly
3.BR Market Rent: $
Totâl 3.BR Units: Total 3-BR Rent $ 2,805
4-Bedroom Un¡ts
Rent Taroetinq Number Units Square Feet Per Unit Monthlv Rent
4BR-40% 0 0.00 $ $
4 BR - 4Ùo/o 0 0.00 $ $
4 BR - 4Qo/o 0 0.00 ü $
4 8R - 40o/o 0 0.00 Ð ù
4BR-40% 0 0.00 s ù
4BR- 40% 0 0.00 ü ù
4 BR - 4Qo/o 0 0.00 Ð $
4 BR- 40% 0 0.00 $ $
4BR-40% 0 0.00 $ ù
4BR- 40% 0 0.00 $ $
4BR- 40% 0 0.00 $ $
4 BR - 4Oo/o 0 0.00 $ $
4BR-40% 0 0.00 $ $
4BR-40% 0 0.00 $ $
4BR-40% 0 0.00 $ $
4BR-50% 0 0.00 $ $
4BR-50% 0 0.00 $ $
4BR-50% 0 0.00 $
4 BR - 50o/o 0 0.00 $ ù
4BR-50% 0 0.00 s ù
4BR-50% 0 0.00 s $
4BR-50% 0 0.00 I Þ
4 BR - 50olo 0 0.00 $ $
4BR-50% 0 0.00 ü ü
4BR-50% 0 0.00 $ ð
4BR-50% 0 0.00 ù $
4BR-50% 0 0.00 $ $
4BR-50% 0 0.00 Ð $
4BR-50% 0 0.00 $ $
4BR-50% 0 0.00 ù $
4BR-60% 0 0.00 $ s
4BR-60% 0 0.00 $ $
4BR-60% 0 0.00 $ $
4BR-60% 0 0.00 $ $
4BR-60% 0 0.00 $ $
4BR-60% 0 0.00 $ ù
4BR-60% 0 0.00 $ $
4BR-60% 0 0.00 $ ù
4 BR-60% 0 0.00 $ û
4BR-60% 0 0.00 $ $
4BR-60% 0 0.00 $ $
4BR-60% 0 0.00 $ ü
4BR-60% 0 0.00 $ $
2009 4BR-60% 0 0.00 $ $ Page 15

4BR-6oYo f--- o f-oro I I$ I
Total4.8R -l Total Monthly 4-BR
Tax Credit Units: 0 0.00 Tax Cred¡t Rent:
4 BR - Market 0 0.00 ü $
4 BR - Market 0 0.00 ü $
4 BR - Market 0 0.00 $ $
4 BR - Market 0 0.00 $ $
4 BR - Market 0 0.00 $ $
4 BR - Mârket 0 0.00 Ð $
4 BR - Market 0 0.00 $
4 BR - Market 0 0.00 $ $
4 BR - Market 0 0.00 $ $
4 BR - Market 0 0,00 $ $
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 Ð $
4 BR - Market 0 0.00 $ $
Total 4-BR
Markèt Un¡ts: Total Monthly
4-BR Market Rênt:
Total 4"BR Units: Total 4"BR Rent
Total Un¡ts 14 Net Rentable SF: TC Un¡ts 11,991.80

MKT Un¡ts 0.00
Total NR SF: 11,991.80
2009 Page 15
D. Oneratins Ex
Administrative:
L Advertising/l4arketing s7s0
2. Office Salaries
3. Office Supplies
4. Office/Model Apartment (type )
5. Management Fee $5,900
4.93Yo of EGI 421 4285'114 Per llnit
6. Manager Salaries $5,000
7. StaffUnit (s) (t¡pe_) $0
8. Legal
9. Auditing $5.000
I0. Bookkeeping/Accounting Fees $1,500
I 1. Telephone & Answering Sewice
12. Tax C¡edit Monitoring Fee
13. Miscellaneous Adminishative
Total Administrative t;20.000
Utilities
14. Fuel Oil $0
15. Electricity $ I.JUU
16. Water
17. Gas
18. Sewer
Total Utility $1.500
Operating:
I 9. Janitor/Cleaning Paytoll $0
20. Janitor/Cleaning Supplies
21. Janitor/Cleming Contract
22. Exterminating $1,000
23. Trash Removal
24- Secuity Payroll/Contract $2,000
25. Grounds Payroll
26. Grounds Supplies
27. Grounds Contract $l,uOu
28. Maintenance/Repairs Payroll s /,)uu
29. Repairsilvfaterial S I,ZUU
30. Repairs Contract

31. Elevator Maintenance/Contract
32. Heating/Cooling Repairs & Maintenance
33. Pool Maintenance/Contract/Staff
34. Snow Removal
3 5. Decorating;/PayrolYcont¡act $ I,0u0
36. Decorating Supplies
37. Miscellaneous
Operating & Maintenance Totåls $ì 5,?00
Taxes & Insur¿nce
38. Real Estate Taes $ t4.000
39. Payroll Taxes
40. Miscellaneous Taxes/Licenses,/Pemits
4l. Property & Liability Insurance s7,)uu
42. Fidelrty Bond
43. Workman's Compensation
44. Health Insurmce & Ernployee Benefìts
45. Other Insur¿nce
Total Taxes & Insurance $2 r.500
Total Operating Expense $58,700
Dl. Total Oper. Ex. Per Unit $4,193 D2. Total Oper. Ex. As % EGI (from E3) 49.02v,
Replåcement Reseroes (Total # Units X $300 or $250 New Consl. Elderly Minimum) $4,200
Total Expenses $62,900
2009 Page 16
E. Cash Flow (First Year)

1. Annual EGI Low-Income Units from (C1) $119,747
2. Annual EGI Market Units (from C2) $0
J. Total Effective Gross Income $r19,747
Total Expenses (from D) só2,900
Net Operating Income $s6,847
Total Annual Debt Service (from Page 2l B2) $53,855
7. Cash Flow Available for Distribution s2,991
F. Projections for Financial Feasibility - 15 Year Projections of Cash Flow
Stabilized
Year I Year2 Year 3 Year 4 Year 5
Eff. Gross Income 119,747 723,339 127,039 130,851 134,776
Less Oper. Expenses 62,900 65,416 68,033 70,754 73,584

Net Income 56,847 57,923 59,007 60,097 61,192
Less Debt Service 53,855 53,855 53,855 53,855 53,855

Cash FIow 2,991 4,068 5,151 6,241 7,337
Debt Coverage Ratio 1.06 1.08 l.l0 l.t2 1.14
Year 6 Year 7 Year 8 Year 9 Year 10

Eff. Gross Income 138,819 142,984 147,273 151,692 r56,242
Less Oper. Expenses 76,527 79,589 82,772 86,083 89,526
Net Income 62,292 63,395 64,501 65,609 66,716

Cash Flow 8,437 9,540 70,646 11,753 12,861
Debt Coverage Ratio 1.16 l.l8 1.20 1.22 1.24
Year 11 Year 12 Year 13 Year 14 Year 15

Eff. Gross Income 160,93C 165,758 170,730 175,852 181,128
Less Oper. Expenses 93,10'l 96,832 100,705 104,733 708,922
Net Income 67,822 68,926 70,025 7l,ll9 72,205

Cash Flow 13,967 15,071 16,170 17,264 18,350
Debt Coverage Ratio t.26 1.28 1.30 1.32 1.34

Estimated Annual Percentage Increase in Revenue 3.00% (Mustbe < 3o/o)
Estimated Annual Percentage Increase in Expenses 4.00% (Must be > 4Vo)
2009 Page 17
VIII PROJECT BUDGET
A. Cost/Basis/Maximum Allowable Credit
Complete cost column and basis column(s) as appropriate through A12. Check if the following
documentation is attached at TAB S:
E Executed Construction Contract
! Executed Trade Payment Breakdown
f-l Aooraisal
I Other Cost Documentation
! Environmental Studies
NOTE: Attorney must opine, among other things, as to correctness of the inclusion of each cost item in eligible
basis, type of credit and numerical calculations of this Part Vlll.
Amount of Cost up to 100% Includable in

Elisible Basis--Use Applicable Column(s):
"307o Presen Value Credtt" (D)
ltem (A) Cost (B) Acquisition (C) Rehab/ "70 oá Present
New Construction Value Credit"
Contractor Cost
A. Off-Sitelmprovements 0 0 0 0
B. Site Work 144,886 0 0 75,000
C. C)ther: LBP Test and Abateme 7,07s 0 7.075
D. uttitSttu@ 0 0 I,536,848
E. Unit Structures (Rehab) 0 271,209
F. Accessory Building (s) 0 0 0
G. Asbestos Removal 0 0
H. Demolition 70,000 0 0 0
Commercial Space Costs 0 -o' 0 0
Structured Parking Garage 0
-õ,.
0
.Tss0,ø 0
Subtotal A: (Sum lA..lJ) 2,030,018 0

General Requirements 100,160 0 0 1 00,1 60
Builder's Overhead 0 -õ'' 33,387

( l.60lo Contract)
Builder's Profit 100 160 0 -o' 0 100 160
( 4.9Yo Contract)
Bonding Fee 22,531 0 0 22,531
Other: 4.758 0 0 4,758
contructãõ.t- -0.
Subtotal (Sum lK..lP) s2,29r,014 $0 s0 s2,1 5 1,1 28
2. Owner Costs
A. Building Permit 4 715 0 0 4 715
B. Arch./Engin. Design Fee 184,974 0 0 184,974
( 13,212 Nnit)
C. Arch. Supervision Fee 0 0 0 0
( 0 ÂJnit)
D. Tap Fees 0 0 0 0
E. Soil Borings 0 0 0 0
2009 Page 18

Elieible Basis--Use Aoolicable Column(s):
"30olo Present Value Credit" (D)
Item (A) Cost (B) Acquisition (C) Rehab/ "70 o/o Present
Owner Costs Continued
F. Construction Loan 6,781 0 0 6,781

Origination Fee
G. Construction Interest 125,000 0 0 125,000
( 0.0% for 0 months)
H. Ta,res During Construction 5,000 0 0 5,000
L lnsurance During Construction 15,000 0 0 I 5,000
J. Cost Certification Fee 7,500 0 0
K. Title and Recording 30,000 0 0 30,000
L. Legal Fees for Closing 0 0 16,000
M. Permanent Loan Fee 4,650 0 0 0
( 0.0% )
N. Other Permanent Loan Fees 0 0 0 0
O. Credit Enhancement 0 0 0 0
P. Mortgage Banker 0 0 0 0
Q. Environmental Study 7.970 0 0 7.970

R. Structural./Mechanical Study 0 0 0 0
S. Appraisal Fee 0 0 3,000
T. Market Study 9.250 0 0 9,250
U. Operating Reserve 85.000 0 0 0
V. Tax Credit Fee 16,500 0 0 0
W. OTHER $50.657 s0 $0 s22,47s
(sEE PAGE r9A)
X. Owner Cost
Subtotal (Sum 2A...2W) s637,997 s0 $0 s437,66s
Subtotal I + 2 s2,929,0r1 $0 $0 $2,588,793

(Owner + Contractor Costs)
3. Developer's Fees 300,000 0 0 300,000
4. Owner's Acquisition Costs

Land 160,000
Existing Improvements 240.000 0
Subtotal 4: $400,000 $0
5. Total Development Costs

Subtotal l+2+3+4: $3,629,01I $0 $0 $2,888,793
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

Elieible Basis-Use Applicable Column(s):
"30%o Present Value Credit"
Item (A) Cost (B) Acquisition (C) Rehab/ "70 o/o Present
OTHEROWNERCOSTS
Contingency Reserve 0 0 0 0
(Rehab or Adaptive Reuse only)
LIST ADDITIONAL ITEMS
Earthcraft Fees 4,200 0 0 4,200
ffi 15,575 0 0
2.700 0
Building carrying costs 3,182 0 0 0
Previous TC Fees 25,000 0
--õ,.
0 0 0
0 0
0 0 0 0
0 -õ,. 0 0 0
0 0 0 0
0 0 -õ,,. 0
0 0 0
-õ,. 0
0 0 0
0 0
0 0 0 0
-õ,.
Subtotal (Other Owner Costs) $50,657 $0 $0 $22,47s
-õ,. -õ,.
-õ,.
2009 Page 194

Amount ol Uost up to lUUT0 lncludable ln

Eligible Basis-Use Applicable Column(s):
Rehab/ (D)
(C)
New "70 o/o Presenl
Item l^,*.. (B) Acquisition Construction Value Credit"
5. Total Development Costs
Subtotal l+2+3+4 3,629,011 0 0 2,888,793
6. Reductions in Eligible Basrs
Subtract the following:

A. Amount of federal grant(s) used to finance
qualifiing development costs
B. Amount of nonqualifìed, nonrecourse financing
C. Costs of nonqualifying units of higher quality

(or excess portion thereof)
D. Historic Tax Credit (residential portion)
1 Total Eligible Basis (5 minus 6 above) 2,899,793
8. Adjustment(s) to Eligible Basis (For non-acquisition costs in eligible basis)
(i) For Earthcraft or LEED Certification AND 60 Bonus Points 0 144,440

(ii) For QCT or DDA (Eligible Basis x 307o) 0 722,t98
Total Adjusted Eligible basis 3,7ss,431
!. Applicable Fraction 1 00.0000% 100.00007o 100.0000%
10. Total Qualified Basis (Same as Part IX-C) 3,755,43t

(Eligible Basis x Applicable Fraction)
1 1. Applicable Percentage 0.00% 0.00Yo 9.00%

(For 2009 9% competitive credits, use the May 2009 applicable pe¡centages for acq.)
(For 97o non-competitive & tü exempl bonds, use the most recently published ¡ates)
12. Maximum Allowable Credit under IRC $42 SO s0 s337.989

(Qualified Basis x Applicable Percentage)
l-t
(Same as Part IX-C and equal to or more than s337,989
credit amount requested) Combined 30% & 70% P. V. Credil
2009 Page20
B. Sources of Funds
L Construction Financing: List individually the sources of construction financing, including any such
loans hnanced through grant sources:
Date of Date of Amount of

Source ofFunds Annlicalion Commitment Funds Name of Contact Person
$0
2 s0
3 $0
! Commitments or letter(s) of intent attached (TAB T)
2. Permanent Financing: List individually the sources of all permanent financing in order of lien position:
Interest Amortization Term

Date of l)ate of Amount of Annual Debl Rate of Period of
Source ofFunds Aoolication Commitment Funds Service Cost Loan IN YEARS Loan (vears)
l. VHDA(SPARC) $950,00c $47.1 l 3.5001 35
DHCD (HOME $ss0.00c $5,50( l.oool I 000
3. VCCI (Va Fndtn lor Hsng Pres) $26.36C $I .24( 0.0001 I 000
$c $( 0.0001 I 000
5 $c $( o.oool I 000
$c s( o oool 1000 0
Totals: s 1,s26,36C $53,85:
Commitments or letter(s) of intent attached (TAB T)

¡
-t- Grants: List all grants provided for the development:
Name of Contact Person
Total Permanent Grants:
! Commitments or letter(s) of intent attached (TAB T)
2009 Page2l
4. Portion of Syndication Proceeds Attributable to Historic Tax Credit

Amount of Federal historic credits $0 x Equity % $0.00 s0
Amount of Virginia historic credits $0 x Equity % $0.00 $0
6. Equity that Sponsor will Fund:

Cash Investment $0
Contributed Land/Building ! Assessrnent Attached (TAB S)
Deferred Developer Fee

Other:
Equity Total $167,845
7. Total of All Sources (82 + 83 + 84 + 85 + 86) -516Zs-45
(not including syndication proceeds except for historic tax credits)
-$õ'
8. Total Development Cost
(From VIII-45) -sÕ" $3,629,01I
9. Less Total Sources ofFunds (From B7 above) $l,694,205
10. Equals equity gap to be funded with low-income tax øedit

proceeds (must equal IX-D3) $1,934,807
C. Syndication Information (If Applicable)
l. Actual or Anticipated Name of Syndicator

2. Contact Person Phone
? Street Address
City State zip
4. a. Total to be paid by anticipated users of credit (e.g., limited paltners) $ I,934,807

b. Equity Dollars Per Credit (e.g., $0.85 per dollar of credit)
c. Percent of ownership entity (e.g., 99% or 99.9%)
d. Net credit amount anticipated by user of credits
rc
rc
e. Syndication costs not included in VIII-A5 (e.g., advisory fees)
5. Net amount which will be used to pay for Total Development Cost (4a-4e) -$õ5õ"
as listed in Pat VIII-A5 (same amount as Part IX-D3) $ I,934,807
6. Amount of annual credit required for above amounts

(same amount as Part IX-D6) $2 l 5,000
7. Net Equity Factor [C5 / (C6 X l0)] -
(same amount as Part IX-D4) Must be equal to or greater than 85oá 89.990/o
8. Syndication: ! Public or I Private

9. Investors: n Individual or ! Corporate
! Syndication commitment or letter of intent attached (TAB U)
2009 Page22
D. Recap of Federal, State, and Local Funds/Any Credit Enhancements
I . Are any portions of the sources of funds described above for the development financed directly or indirectly
with Federal, State, or Local Government Funds? B Yes n No
If yes, then check the type and list the amount of money involved.
Below-Market Loans Market-Rate Loans
! TaxExemptBonds $0 ! Taxable Bonds s0

fl RD 5ls $0 n Section 220 $0
! Section 221(d)(3) s0 n Section 221(d)(3) $0
E Section 312 $o n Section 221(d)(4) $0
E Section 236 s0 n Section 236 $0
E vHoa sPARC/REACH s950,000 n Section 223(f) $0
El Hotv,tp punds $550,000 n Other: $0
E other: $0
! other: So
Grants Grants
n coec $o ! State $0
! uoac $0 ! Local s0
! Other: TCAP $0
This means grants to the oartnership. Ifyou received a loan hnanced by a locality which received one ofthe
listed grants, please list it in the appropriate loan column as "other" and describe the applicable grant program
which funded it.
2. Subsidized funding: list all sources offunding for points. Documentation Attached (TAB T)
Source ofFunds Commitment datr Funds

ì $(
$(
$(
$i
$(
Does any ofyour financing have any credit enhancement? n Yes tr No

Ifyes, list which financing and describe the credit enhancement:
Other Subsidies tr Documentation Attached (TAB Q)

! Section 8 Rent Supplement or Rental Assistance Payment
n Tax Abatement
! other
5. Is HUD approval for transfer ofphysical asset required?

!YesENo
E. For Transactions Using Tax-Exempt Bonds Seeking 47o Credits:

For purposes ofthe 50% Test, and based only on the data entered to this
application, the portion ofthe aggregate basis ofbuildings and land financed with
tax-exempt funds is: N/A
2009 Page23
IX. ADDITIONALINFORMATION
A. Extended Use Restriction
NOTE: Each recipient of an allocation of credits will be required to record an extended use agreement as
required by the IRC governing the use of the development for low-income housing for at least 30 years.
However, the IRC provides that, in certain circumstances, such extended use period may be terminated early.
E This development will be subject to the standard extended use agreement which permits early
termination (after the mandatory 15-year compliance period) of the extended use period.
n 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 f'or 25 additional years after the 1 5-
year compliance period for a total of 40 years. Do not select if IX.B is checked below.
! This development will be subject to an extended use agreement in which the owner's right to 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. g After the mandatory l5-year compliance period, a qualified nonprofit as identified in the
attached nonprofit questionnaire, or local housing authority will have the option to purchase
or the right of first refusal to acquire the development fbr a price not to exceed the 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.
E Option or Right of First Refusal in Recordable Form Attached (TAB Ð
Enter name of qualifTed nonprofit: Central Virginia Housing Coalition
2. n A qualified nonprofit or local housing authority submits a homeownership plan committing to

sell the units in the development after the mandatory l5-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.
n Homeownership Plan Attached (TAB Ð
C. Building-by-Buitding Information (Complete page 25 as appropriate)
2009 Page24
Low-Income ttousing Tax Credit Application For Reservation
c. Building-by-Buildinglnformation @
Qualifted basis must be determined on a building-by building basis. Complete the section below. Building street addresses are required by the IRS (must have them by the time of
allocation request).
NUMBER 30% Present Value 30% Present Value

OF Credit for Acouisitio Credit for Construction 70% Present Value C¡edit
TAX MARKET
CREDIl RAlE Actual or Actual or Actual ot
LNITS IJNITS Estimate Anticipated Estimate Anticipated Estimate Anticipated
Build Street Qualiñed ln-Service Applicable C¡edit Qualified In-Service Applicable Credit ln-Service
Qualiñed C¡edit
ing # Address Bâsis Amounl Bæis Date Basis Date Amôunt
Ì ) i00 Charles Street $0 0.009 $( 0.00% 0 $638,423 09l0v09 9.00% 57,458
t2 102 Chõles Street $0 0.00% $( 0.00% 0 $3,1 17,008 09l0rl09 9.000/ 280.531
s0 0.00% $( 0.00% 0 $0 0.009
$0 0.00% $( 0.00% 0 $0 0.009
$0 0.000l $( 0.00% 0 $0 0.007
$0 0.00% $( 0.00% 0 $0 0.007
$0 0.0001 s( 0.00% 0 $0 0.000r
$0 0.0001 $( 0.00% 0 $0 0.007 0
$0 0.007 $( 0.00% 0 $0 0.00ôr 0
$0 0.0001 $( 0.00% 0 $0 0.0001 0
$0 0.00% $( 0.00% 0 $0 0.000/ 0
$0 0.00or $( 0.00% 0 $0 0.009 0
$0 0.000r $( 0.00% 0 $0 0.007 0
$0 0.000/ $( 0.000¿ 0 $0 0.00o/ 0
$0 0.000/ $( 0.00% 0 $0 0.00o/ 0
6 s0 0.007 $( 0 so 0.00o/
$( s( $3^755.43 ¡
s0 $0 $337.989
Qualified Basis Totals (must ag¡ee with VUI-Al0)
Credit Amount Totals (must agree with VItl-A-12)
2009 Page 25
D. Determination of Reservation Amount Needed
The following calculation of the amount of credits needed is substantially the same as the calculation which will be made by
VHDA to deiermine, as required by the lRC, the amount of credits which may be allocated for the development. However,
VHDA at all times retains the right to substitute such information and assumptions as are determined by VHDA to be reasonable
for the information and assumptions provided herein as to costs (including development fees, profits, etc.), sources for funding,
equity, etc. Accordingly, if the development is selected by VHDA for a reservation of credits, the amount of such
reservation may differ signifìcantly from the amount you compute below.
1. Total Development Costs (from VIII-A5, Column A page 20) $3,629,01I
2. Less Total Sources of Funds (from VIII-B7 page 22) sl,694,20s
3. Equals Equity Gap s1,934,807
4. Divided by Net Equity Factor (VIII-C7 page22) 89.99o/o

(Percent of I 0-year credit expected to be raised as equity investment)
5. Equals Ten-Year Credit Amount Needed to Fund Gap $2, I 50,000
Divided by ten years l0
6. Equals Annual Tax Credit Required to Fund the Equity Gap $2 I 5,000
7. The Maximum Allowable Credit Amount $337,989

(from VIII-A l2-combined figure)
(This amount must be equal to or more than ó above)
8. Reservation Amount (Lesser of 6 or 7 above)
Credit per Unit t5,357 Combind 3trl" & 7trlo I'V crdil
Credit per Bedroom 7,679
l0% PV Credl
E. Attorney's Opinion
n Attached in Mandatory TAB W) Ifyou incur the enor message that your reservation amount is not eq
the equity gap amount you may use the goal seek function within the
to eliminate the error message. To use the "Goal SeeK' function fi
the curser box on cell V28. Using the mouse arrow, point and click
ools" on the top line and then click on the "Goal SeeK' option. A box witl
with the V28 cell shown in the top space, place the cursor in the
and type in the new amount that you want the equity gap to be which
the reservation amount below, then place the cursor in the bottom space and
bottom of the page click on page 22. Then place the cursor on cell Nl
Deferred Developer Fee) and click on
*OK". A message should then appear
solution has been found and if the amount is corect click "OK". If the al
now equal the error message will disappear.
2009 Page26
F. Statement of Owner
Ihe undersigned hereby acknowledges the following:
l. that, to the best ofits knowledge and belief, all factual information provided herein or in connection
herewith is true and correct, and all estimates are reasonable.
2. that it will at all times indemnifu and hold harmless VHDA and its assigns against all losses, costs,
damages, VHDA's expenses, and liabilities of any nature directly or indirectly resulting from, arising out of,
or relating to VHDA's acceptance, consideration, approval, or disapproval of this reservation request and
the issuance or nonissuance of an allocation of credits, grants and/or loan funds in connection herewith.
3. that pointswill 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 fînancially feasible, is provided only for the convenience of VHDA in reviewing reservation
requests; that completion hereof in no way guarantees eligibility for the credits or ensures that the amount
of credits applied for has been computed in accordance with IRC requirements; and that any notations
herein describing IRC requirements are offered only as general guides and not as legal authorify.
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 satis$ 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 ofcosts in eligible basis and as to all ofthe figures and calculations relative
to the determination of qualified basis for the development as a whole and/or each building therein
individually as well as the amounts and types of credit applicable thereof, but that the issuance of a
reservation based on such representation in no way warrants their correctness or compliance with IRC
requirements.
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 Page27
g. that the requirements for applying for the credits and the terms of any reservation or allocation
thereof are subject to change at any time by federal or state law, federal, state or VHDA
regulations, or other binding authority.
10. that reservations may be made subject to certain conditions to be satisfied prior to allocation
and shall in all cases be contingent upon the receipt ofa nonrefundable application fee of$500
and a nonrefundable reservation fee equal to 7o/o of the annual credit amount reserved.
I L that a true, exact, and complete copy of this application, including all the
supporting
documentation enclosed herewith, has been provided to the tax attorney who has provided the
required attorney's opinion accompanying this submission, and
12. that the applicant has provided a complete list of all residential real estate developments in
which the general partner(s) has (have) or had a controlling ownership interest and, in the case
of those projects allocated credits under Section 42 of the IRC, complete information on the
status of compliance with Section 42 and an explanation of any noncompliance. The applicant
hereby authorizes the Housing Credit Agencies of states in which these projects are located to
share compliance information with the Authority'
13. that the information in this application may be disseminated to others for purposes of
verification or other purposes consistent with the Virginia Freedom of Information Act.
However, all information will be maintained, used or disseminated in accordance with the
GovernmentData Collection and Dissemination Practices Act. The applicant may refuse to
supply the information requested, however, such refusal will result in VHDA's inability to
process the application. The original or copy of this application may be retained by VHDA,
even if tax credits afe not allocated to the applicant'
In Witness Whereof, the undersigned, being authorized, has caused this document to be executed
name on this ¡.zt aay
"f lYâ"f ,2009.
Lesal Name of Owner:

svi Çn,zv lÐ, .,
Its:
(Title
2009 Page28
2OO9 LIHTC SELF SCORE SHEET:
worksheet is intended to prov¡de you with an estimate of your application score based on the selection cr¡teria descr¡bed in
. Most of the data used in the scoring process is automatically entered below as you fill in the application. Other iti
ted below in the green shaded cells, are items that are typically evaluated by VHDA's staff during the application review
analysis. For purposes of self scoring, it will be necessary for you to make certain decisions and assumptions about
ion and enter the appropr¡ate responses in the green shaded cells of this score sheet. All but two require yes/no respon
which case enter Y or N as appropriate. ltem 2b pertaining Io lhe Local CEO Letter will require one of the following responses:
the letter indicates unconditional support; N - the letter indicates opposition to the project; NC - no comment from the locality,
ìy other response which is neither unconditional support nor oppos¡tion. ltem 5e1 requires a numeric value to be entered. Ple¿
ber that the score is only an estimate based on the select¡on cr¡ter¡a using the reservation application data and
ses you've entered on this score sheet. VHDA reserves the right to change applicâtion data and/or score sheet respon
appropriate, which may change the final score.
MANDATORY ITEMS: Score

a. Signed, completed application YorN 0
b. Duplicate copy of appl¡cation YorN 0
c. Partnership agreement YorN
d. SCC Cert¡fication YorN 0
e. Previous part¡cipation form YorN 0
f. S¡te control document YorN 0
g. Architect's Cert¡flcation YorN U
h. Attorney's opinion YorN o

¡. Nonprofit questionnaire (if NP) Y, N, N/A
0.00
1. READINESS:
a. Plan of development 0 or40 40.00
b. Zoning approval 0 or40 40.00
Total: 80.00
2. HOUSING NEEDS CHARACTERISTICS:

a. VHDA notification letter to CEO
b. Local CEO letter
c. Location in a revital¡zat¡on area
d. Locâtion in a Qualiñed Census Tract
(Y,NC,N) I 0 or -50
50
0 or 25 or
0 or
0 or
30
5
0.00
50.00
30.00
5.00
e. Sec I or PHA waiting Iist preference 0 or 10 10.00
f. Subsidized funding commitments 0.00% Up to 40 0.00
g. Existing RD, HUD Section I or 236 program N O ot 20 0.00
h. Tax abatement or new project based rental subsidy (HUD or RD) 0 or 10 0.00
i. Census tract with <10% poverty rate, no tax credit units N o ot 25 0.00
j. Development listed on the Rural Development Rehab Priority List 0 or 15
Total
N
--5rõ'
0.00
3. DEVELOPMENT CHARACTERISTICS:
a. Unit size (See câlculations below)
- Up to 100 98.15
b. Amenities (See câlculations below) Up io 60 44.O0
c. Project subsidies/HuD 504 accessibility for 5 or l0% of units N 0or50 0.00
or d. HCV payment standard/HuD 504 accessibility for 5 or 10% of units 0or30 30.00
or e. HUD 504 accessibility for 4% of units N 0 or 15 0.00
f. Proximity to public transportat¡on Y10 0, 10 or20 I 0.00
g. Development will be Earthcraft or LEED certified 0or30 3o^00
h. VHDA Certified Property Management Agent Oot25 25.OO
i. Units constructed to meet VHDA's Universal Design standards 36o/o Up to 15 5.36

j. Developments with less than 100 units Up to 20 20.00
Total 262.51
4. TENANT POPULATION CHARACTERISTICS:

a. <= 2OVo of units hav¡ng 1 or less bedrooms N 0 or 15 0.00
b. Percent of units with 3 or more bedrooms 21.43o/o Up to l5 15.00
Total -i5:õõ'
5. SPONSOR CHARACTERISTICS:
a. Developer experience - 3 developments with 3 x un¡ts or 6 developments with I x units 0or50 0.00
or b. Developer experience - 1 development with I x units 0 or 10 0.00
c. Developer experience - uncorrected major v¡olat¡on 0 or -50 0.00
d. Developer experience - noncomplianc€ 0 or -15 0.00
e1. Developer experience - d¡d not build as represented 0or-x 0.00
e2. Developer experience - termination of credits by VHDA 0 or -10 0.00
f. Management company rated unsatisfãctory 0 or -25 o-0o
g. LEED accredited design team member 0 or 10 l o.oo
Total 10.00
6. EFFICIENT USE OF RESOURCES:

a. Credit per unit lf #N/A or #REF! appears in the score column of thesê po¡nt Up to 180 34.97
b. Cost per un¡t categor¡es check spelling of Clerk's Off¡ce on pg 1. lt must match Uo to 75 0.00
20n9 ïotal exactly w¡th the Jur¡sdict¡on names listed in the Applicat¡on Manual. 34.97
BONUS POINTS:
a. Units w¡th rents at or below 40% of AMI 14o/o Up to 10 10.00
b. Units with rent and income at or below 50% of AMI lOOo/o Up to 50 50.00
or c. units with rents at or below 50% rented to tenants at or below 60% of AMI lOOo/o Up to 25 o¡o
or d. Units in Low lncome Jurisd¡ctions with rents <= 50% rented to tenants with <= 60% of AMI 100% Up to 50 0.00
e. Extended compliance Years 40 or 50 0.00
or f. Nonprofit or LHA purchase option 0or60 60.00
or g. Nonprofit or LHA Home Ownership option N 0or5 o-oo
Total ffi
500 Point Threshold - 9% Credits TOTAL SCORE: 617.47
475 Point Threshold - Tax Exempt Bond Credits
E-¡,S+VG, E-EFF É1,9ÐRM E.zBÐRM

{ { t
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.SIFIDFFF +sr€tÐ-l-BÐRM J-sE€tÐ-2€ÐRM lf you do not rece¡ve a numer¡c point value

--+righ€q+tJBOR{A € ( { ¡n the un¡t size calculations, please
--ts€q+L/€ÐRl4 c ( ( check the values entered on page I, Cl.

( ( These must be whole number numeric
-+€Þ€tSq#tJ€ÐRM C
oso% o€o9 osoel values only. Also check page 7, item 3,

-+ere€åteg€€fln¡tg
-+ent€+€+€€cæ o€€ 03{ 04{ the number of un¡ts must be e¡ther new,
adapt or rehab only. Comb¡nations do
not calculate correclly.
Amenities:
A[-units+€ve:
e=-æth{€€m€ o=oo% oss
æêmmuFlty*eem 0€e
c. Brick Walls 0.00o/o 0.00
g0g
@
e,-W¡nae*vs-Cne¡eystar oso
0€o
g=€ub-H€{€r€d-tÂ¡at€r€xp€n€€ 0€e
ffi oss
qos
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T€tel 0=00
All€ld€+lf{¿f,it€+€v€,
e=+{€nl-€entrêt+ang€s s€s
Hm€rg€q€y-€el+-ey€þm ges
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Tetâ¡ 9€9
@ oJo
Histêr¡e€tru€lu+e
+êtel-em€n¡ti€s: 0€s
2009
Construction
Assisled Lvg 0.00 sF lBdrm Eld 0.00 sF 3-Bdm Gar r,2to.74 SF
I-Sty-Eff-Eld
l-Sty IBR-Eld
......3so
0.00 sF
2Bdm Eld
Eff-câr
-----õ0.00 sF
õõ-sr
4-Bdm Cd
2-BdrmTH
0.00
0.00
SF
SF
Sty 2BR-Eld
--------õiõ-s¡ l-Bdm Gd
----lãd3lsr 3-Bdm TH
--- 0.00 SF
.Etd --------i¡-õ-se 2-Bdrm Cù ---îffi37sr 4-BdmTH 0.00 SF
Adaptive Reüæ
Assisted Lvg 0.00 sF lBdrm Eld 0.00 sF 3-Bdrm Gd SF
l-Sty-Eff-Eld 0.00 sF 2Bdm Eld 0.00 sF 4-Bdm Cr 0.00 SF

0.00 sF Eff-cü ------¡¡o-'sr 2-Bdm TH
-----¡io-' SF
l-Sfy IBR-Eld
--------õTõ-sr l-Bdm Car
-------õiõ'sr 3-Bdm TH 0.00 SF
t-Sty 2BR-Eld
Eff-Etd
-------äõ'sr 2-Bdrm Gd
---iJõãîsr 4-Bdm TH 0.00 SF
Assistedlvg _________qSF lBdm Eld 3-BdmGù 0.00 SF
l-Sty-Efl-Eld 0.00 SF 2Bdrm Eld 4-Bdrmcd 0.00 SF
l-Sty IBR-Eld 0.00 SF Eff-Gù 2-BdmTH 0.00 SF
l-Sty2BR-Eld 0.00 SF l-Bdrm Gar 3-BdrmTH 0.00 SF

Ffr-F.td 0.00 sF
List Total Units By Bedrmm Type: Nolê: Plee h srrc to.nlcrlbc ntmhrolunitt ¡¡ th. Total Sq. Ft. By Typê
Assisted Lvg om 0æ 0.æ

l-Sty-Etr-Eld 0.æ 0.m om
1-Sty IBR-Eld om
2BD RM-GAR 4 BD RM.GAR 2AO RM.TH 3 BO RM.TH 4 BD RM.TH l-Sty 2BR-Eld 0.m 0.m om
6 l 0 0 0 0 Efr-Erd 0m o.@
lBdm Eld o.æ 0.æ o.@
1 Sil-EFF-ËtO STY.2 BR.ELD Totâl NC Unitsl 2Bdrm Eld 0.æ 0æ om

0 0 0 l--1r--1 EfI-Cd
l-Bdrm Gd
om o.@
o.@
o.m
2-Bdm Gù 6,67 42 0m
3-Bdrm Gd 3æ22 om 0.m
4-Bdm Cd om
2-Bdm TH 0.@ 0m
3-Bdm TH 0_@ 0m
2 BD RM.GAR 4BD RM-GAR 2 BD RM-IH 3 BO RM-IH 4-Bdm TH 0_@ 0m
2 0 0 0 0 0
Totd:
f sfrFFF-FtD I I lSry-l
0 ll 0 0 Gd Toral 14.æ1.61
0 0 0 o 0 0
Distribution ofCosús By Construction Type: Maximum Developer Fee Calcrlation
N#cddruclion A&oÙv€Ræ Eebsþ

Totål Owner& Co¡lrâctor Cßt (Bul!)
cd l--- 1ã7.Sã----l l----A5Ft----] l-----ìo--l
Cotrtracto¡ Cei:
r--.-i----rT----ã,----lr-----õ-| N€wcobrtruclion
AR/Rehåb
s1,947,æ
993.æ2
s.ffi
1sffi
| ?r.ß---11---1r6--1f- o I 12.n1.o14
l---1ñ---f -rJJ-øÍõ--f ----o---T 92,M,471 S{0,æ5 N4Cd. @ e
l----15-õõ.--]l----ã46---.]r-----i-| t9.31 9 $97.m R#b @ 5%
f---- effi---l l---- gffi --f 1240,m Buùry Aq. @ 1ffi
t3@_6S ¡t4.352 lO s$i 175

-¡24@- No 16lñdlddd
1537.175 l*nlivorlnterd
OFR6-,hd ¡ro.Æ lsTs I

Nd sz876.æ tæ7.æ2 S
Distribution ofC.edits Requested By Const, Type

Nflconcrudþn &divê ReK 8!¡cÞ
l----ø11 --- l----ffi--1 r-----i--ì
Distribütion of TCA.P Retuefed By Const. Troe

I
N*cdMtim AtuiveRæ R#
t-----õ------- r-----õ------'l l-----õ---l
$/sF=@¡ credits/sF = f@const $runit = l-fi6-ã,2e0'-l
TYPE OF PROJECT FAMILY = lIOOO; ELDERLY = 12OOO 1 f000 an ERROR m essage appeaß here check
LOCATION BELT=100; NVM=110; NVNM=200; RIC=300; TID=400; SMA=500; SMA-C=s10; 200 rell¡ng of Cler 'k's Office
:e on pg 1. lt must
TYPE OF CONSTRUCTION N C'1 ; ADPT=2;REHAB(25,000+)=3; REHAB(7,500-25,000)=4 1 åtch exactly t ü¡th the Jurisd¡c
Jurisd¡ct¡on names
¡n the Aool¡cation Mânual.
ELDERLY
EFF-E I ÞK-Èrt Ð I
ìF PER UNIT 0 0 0 0 0 0 0
¡UMBER OF UNITS 0 0 0 0 0 0 0
0 0 0 0 0 0 0
'ARAMETER-(COSTS=>25,000)
,ARAMETER-(COSTS<25, OOO) 0 0 0 0 0 0 0
)OST PARAMETER 0 0 0 0 0 0 0
,ROJECT COST PER UNIT 0 0 0 0 0 0 0
0 0 0 0 0 0 0
'ARAMETER-(CREDITS=>25,000)
,ARAMETER.(CREDITS<25,OOO) 0 0 0 0 0 0 0
)REDIT PARAMETER 0 o 0 0 0 0 0
,ROJECT CREDIT PER UNIT 0 0 0 0 0 0 0
PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00
.ÞEñIT
'OST ÞIÞ I INIT ÞñINTq 0.00 0.00 o00 nôo 0.00 0.00 0.00
FAMILY
Err-9 é ÞK-g 4 ÞK-tñ
;F PER UNIT 0 770 1,045 1,211 0 0 0 0
IUMBER OF UNITS 0 3 6 3 0 0 0 0
¡ARAMETER-(COSTS=>25,000) 0 168,175 227,850 254,975 0 0 0 0

,ARAMETER-(COSTS<25,OOO) 0 0 0 0 0 0 0 0
)OST PARAI\4ETER 0 168,175 227,850 254,975 0 0 0 0

,ROJECT COST PER UNIT 0 172,760 234,470 271,770 0 0 0 0
,ARAMETER-(CREDITS=>25,000) 0 14,54O 19,753 22,105 0 0 0 0

,ARAMETER-(CREDITS<25,OOO) 0 0 0 0 0 0 0 0
)REDIT PARAMETER 0 14,580 22,105 0 0 0 0

,ROJECT CREDIT PER UNIT 0 11,521 1 5,636 18,124 0 0 0 0
)OST PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
;REDIT PER UNIT POINTS ônn 9-44 18.76 8.1 I 0.00 0.00 0.00 0.00
TOTAL COST PER UNIT POINTS li-¡õ-l l-¡-õ-l(Prorated)

TOTAL CREDIT PER UNIT POINTS lT65-l l,,,.ffil(Prorated)
Standard Cost Parameter - low rise

Parameter Adjustment - mid risê
Parameter Adjustment - high rise
Ad¡usted Cost Parameter
Standard Cred¡t Parameter - low r¡se

Parameter Adjustment - m¡d rise
Ad¡usted Cred¡t Parameter
Standard Parameter - low r¡se

Parameter Adjustment - mid r¡se
Parameter Adjustment - high r¡se
Standard Credit Parameter - low rise 22,1050000

Parameter Adjustment - m¡d rìse 00000000
Parameter Adjustment - high r¡se 00000000
Ad¡usted Cred¡t Parametêr
$/sF= l:::@ credirs/sF= @const$runit= l-5ì7TóZ-l
TYPE OF PROJECT FAMILY= IIOOO; ELDERLY= I2OOO lf an ERROR message appears here check
LOCATION BELT=100; NVM=ll0; NVNM=200; RIC=300; TID=400; SMA=500; SMA-C=510; RU spell¡ng of Clerk's Off¡ce on pg l. lt must
TYPE OF CONSTRUCTION N C=l; ADPT=2;REHAB(25,000+)=3; REHAB(7,500-25,000)=4 match eractly with the Jur¡sdict¡on nåmes
l¡sted ¡n the
ELDERLY
.l
AÐ LVg Err-l FF-E-I ù I
ìF PER UNIT 0 0 0 0 0 0 0
{UMBER OF UNITS 0 0 0 0 0 0 0
,ARAMETER-(COSTS=>25,000) 0 0 0 0 0 0 0
,ARAMETER-(COSTS<25,000) 0 0 0 0 0 0 0
]OST PARAMETER 0 0 0 0 0 0 0
,ROJECT COST PER UNIT 0 0 0 0 0 0 0
0 0 0 0 0 0 0
'ARAMETER-(CREDITS=>25,000) 0
,ARAMETER-(CREDITS<25,OOO) 0 0 0 0 0 0
]REDIT PARAMETER 0 0 0 0 0 0 0
,ROJECT CREDIf PER UNIT 0 0 0 0 0 0 0
:OST PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00
]REDIT PER UNIT POINTS 0.00 o-00 0.00 0.00 0.00 0.00
FAMILY
1 ÞK-U Z ÞK.Iñ J ÞK.I
ìF PER UNIT 0 0 1,207 0 0 0 0 0

¡UMBER OF UNITS 0 0 2 0 0 0 0 0
,ARAMEIER-(COSTS=>25,000) 0 0 205,738 0 0 0 0 0
0 0 0 0 0 0 0 0
'ARAMETER-(COSTS<25,OOO)
)OST PARAMETER 0 0 205,734 0 0 0 0 0

,ROJECT COST PER UNIT 0 0 241,801 0 0 0 0 0
0 0 1 8,962 0 0 0 0 0
'ARAMETER-(CREDITS=>25,000) 0 0
0 0 0 0 0 0
'ARAMETER-(CRËDITS<25,OOO)
)REDIT PARAMETER 0 0 1A, 2 0 0 0 0 0
0 0 16.125 0 o 0 0 0
'ROJECT CREDIT PER UNIT
,OST PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
:RFTIIT PER TJNIT POINTS 0.00 0.00 26 S3 0.00 0.00 0.00 o-o0 nnn
TOTAL COST PER UNIT POINTS li-o-õ-l(Prorated)

TOTAL CREDIT PER UNIT POINTS I-ãT-l(Prorated)
Standard Cost Parameter - low rise

Parameter Adjustment - mid rise
Parameter Adjustment - h¡gh rise
Adjusted Cost Parameter
Standard Credit Parameter - low rise

Parameter Adjustment - mid rise 0000000
Parameter Adjustment - high rise ooo0000
Adjusted Credit Parameter
Standard Parameter - low r¡se

Parameter Adjustment - mid r¡se 00000000
Parameter Adjustment - high r¡se 00000000
Ad¡usted Cost Parameter l-
Cred¡t Parameteß - Fam¡lY
StandardcreditParameter-lowrise 0 0 0 0 0
Parameter Adjustment - mìd rìse 00000000
Parameter Adjustment - high rise 00000000
Adjusted Credit Parameter '-
$/sF= @ cred¡ts/sF= @lconst $runit= l'--.Tõ1v/01-1
PROJECT
TYPE OF FAMILY = 11000; ELDERLY = 12000 an ERROR message appeaß here check
LOCATION BELT=100; NVM=Il0; NVNM=200; RIC=300; TID=400; SMA=500; SMA-C=510; 200 )elling of Clerk's Office on pg l.lt must
TYPE OF CONSTRUCTION N C=1; ADPT=2;REHAB(25,OOO+}=3; REHAB(7,500.25,000}=4 #Dtv/0t atch exactly with the Jur¡sd¡c t¡on names
ELDERLY
EFF-T ] ÞK-E 'r-E- I ì I I
ìF PER UNIT 0 0 0 0 0 0 0
{UMBER OF UNITS 0 0 0 0 0 0 0
0 0 0 0 0 0 0
,ARAMETER-(COSTS<25,OOO) 0 0 0 0 0 0 0
)OST PARAMETER #DIV/O! #Dtv/01 #Dtv/o1 #Drv/0! #Dtv/o1 #Dtv/o! #Dtv/o1

#Dtv/01 #Dtv/o! #Dtv/0! #Dtv/o1 #Dtv/0! #Dtv/o1
'ROJECT COST PER UNIT #Dtv/01
,ARAMETER-(CREDITS=>25,000) #Dtv/o1 #Dtv/01 #Dtv/o1 #DIV/OI #Dtv/o1 #Dtv/0! #Dtv/o1

,ARAMETER.(CREDITS<25,OOO) #Dtv/o1 #Dtv/01 #Dtv/o1 #Dtv/0! #Dtv/o1 #Dtv/0! #Dtv/o1
)REDIT PARAMETER #Dtv/01 #Dtv/o! #Dtv/o1 #Dtv/01 #Dtv/o1 #Dtv/0! #Dtv/01

,ROJECT CREDIT PER UNIT #Dtv/0! #Drv/0! #Dlv/o1 #Dtv/01 #Dtv/o1 #Dtv/01 #Dtv/o1
}OST PER UNIT POINTS 0.00 0,00 0.00 0.00 0.00 0.00 0.00
:REDIT PER UNIT POINTS 0.00 0.00 0-00 0.00 0.00 0.00
FAMILY
J ÞK.g I
ìF PER UNIT 0 0 0 0 0 0 0 0
.IUMBER OF UNITS 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0
0 0 0 0 0 0 o 0
'ARAMETER-(COSTS<25,000)
)OST PARAMETER #Dtv/o1 #Dtv/01 #Drv/0! #Dtv/0! #Drv/0! #Dtv/o1 #Dtv/o1 #Dtv/01
,ROJECT COST PER UNIT #Dtv/01 #Dtv/01 #Dtv/o! #Dtv/0! #Dtv/0! #Dtv/o1 #Dtv/o1 #Dtv/01
#Dtv/01 #Dtv/01 #Dtv/o1 #Dtv/0! #Dtv/0! #Dtv/o1 #Dtv/o1 #Dtv/0!

'ARAMETER-(CREDITS=>25,000)
,ARAMETER.(CREDITS<25,OOO) #Dtv/o1 #Dtv/01 #Dtv/o1 #Drv/0! #Dtv/0! #Dtv/o1 #Dtv/o1 #Dtv/01
)REDIT PARAMETER #Dtv/0! #Dtv/0r #Dtv/o1 #Dtv/0! #Dtv/0! #Dtv/o1 #Dtv/o1 #Dtv/01
#Dtv/0! #Dtv/o1 #Dtv/o1 #Drv/0! #Dtv/0! #Dtv/o1 #Dtv/o1 #Dtviol
'ROJECT CREDIT PER UNIT
;OST PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
.Þthtt ÞEÞ I tNtl ÞôlNTs o.o0 0.00 0.00 0.00 0.00 nnô 0.00 0.00
TOTAL COST PER UNIT POINTS l-fo-l(Prorated)

TOTAL CREDIT PER UNIT POINTS l-J-õ-](Prorated)
Standard Cost Parameter - low rise #DIV/O! #D|V/O! #D|V/O! #D|V/O! #D|V/O! #DlV/01 #D|V/O!
Parameter Adjustment - mid rjse
Standard Cred¡t Parameter - low rise

Adjusted Cred¡t Parameter
Standard Pârameler - low rise

Parameter Adjustment - mid r¡se
Parameter Adjustment - high r¡se
Cred¡t ParameteÊ -
Standard Cred¡t Parâmeter - low rise

Ad¡usted Cred¡t Parameter
Unit Size Galculations:
High Sq.Ft. / BDRM 0000.0

Low Sq.Ft. / BDRM 0000.0
Project Sq.Ft. / BDRM 0.00 0.00 0.00 0.0
Percentage of Units 0.00% 0.00% 0.00% 0.00%
Points per Bedroom
-2 BDRM-G F-3
High Sq.Ft. / BDRM 0 775 1,050 1175
Low Sq.Ft. / BDRM 0 620 840 940
Project Sq.Ft. / BDRM 0.00 769.65 1,044.57 1,210.74
Percentage of Units 0.00% 25.00% 50.00% 25.00Yo
Points per Bedroom n 24 49 25
-4 BDRM.G F-2 BDRM.TH F-3 BDRM-TH F-4 BDRM.TH

High Sq.Ft. / BDRM 000
Low Sq.Ft. / BDRM 0000
Poect Sq.Ft. / BDRM 0.00 0.00 0,00 0.00
Points per Bedroom 000
1 ST ELD-EFF 1 ST ELD-1 BDRM 1 ST ELD-2 BDRM
Pro.¡ect Sq.Ft. / BDRM 0.00 0.00 0.00
Percentage of Units 0.00% 0.00% 0.00%
lã¡¡-õ&g-îîîltProrated)
Amenities:
Number of 2-Bedroom New Constr. Units W¡th 1.5+ Bathrooms
Number of 3-Bedroom New Constr . Units With 2+ Bathrooms
All units have:

a. l.Sor2Bathrooms
b, Community Room 749 SF
c. Brick Exterior Walls
d. Kitchen/Laundry Appl.-Energy Star
e. Windows-Energy Star
f. HVAC/SEER/HSPF/AFUE
g. Sub-metered water
h. Lov'Ílow showers and faucets
i. High speed internet infrastructure
J. Water Heaters-Energy Star
Total
All elderly units have:

a. Front-control ranges
b. Emergency call sys.
c. Suppl. heat source in baths
d. Two eye viewers
Total
All rehab or adaptive reuse units have:

a. Historic rehab
Total
Total Amenit¡es Po¡nts:

Unit Size Galculations:
E-AS LVG IE-EFF IE-1 BDRM
F-1 BDRM-G F-2 BDRM-G F.3 BDRM-G
High Sq.Ft. / BDRM 0 0 1,061
Project Sq.Ft. / BDRM 0.00 0.00 1,206.51 0.00
Percentage of Units 0.00% 0.00% '100.0070 0.00%
Points per Bedroom 0 U
.4 BDRM-G F-2 BDRM-TH F-3 BDRM-TH F-4 BDRM-TH

Percentage of Un¡ts 0.00% 0.00% 0.00% 0.00%
1 BDRM 1 ST ELD-2 BDRM
Prolect Sq.Ft. / BDRM 0.00 0.00 0.00
Percentage of Units 0.00% 0.00% 0.00%
Points per Bedroom
lñ?1ßl (Prorated)
''on¡ties:
Number of 2-Bedroom Adaptive Reuse Units W¡th 1.5+ Bathrooms
Number of 3-Bedroom Adaptive Reuse Units With 2+ Bathrooms
All un¡ts heve:

a. 1.5 or 2 Bathrooms
b. Community Room 749 SF
Brick Exterior Walls
f HVAC/SEER/HSPF/AFUE
o Sub-metered water
h Lowflow showers and faucets
i. H¡gh speed internet infrastructure
J, Water Heaters-Energy Star
Total
All elderly units have:

a. Fronlcontrol ranges
d. Two eye viewers
Total

a. Histor¡c rehab
Total
F
Total Amenities Points: o.J
Unit Size Calculations:
LVG IE-EFF IE-1 BDRM
Percentage of Units #Dtv/0t #Dtv/o! #Dtv/o! #Dtv/0!
Points per Bedroom 0 0
F.EFF.G F-I BDRM-G F.2 BDRM-G F-3 BDRM-G

Poect Sq.Ft. / BDRM 0.00 0.00 0.00 0.00
Percentage of Units #Dtv/ot #Dlv/o! #Dlv/o! #Dlv/01
Points per Bedroom 0 0 0
-4 BDRM-G F-2 BDRM-TH F-3 BDRM-TH

Percentage of Un¡ts #Dtv/ot #Dtv/o! #Dtv/0ì #Dtv/0!
1 ST ELD,EFF 1 ST ELD-1 BDRM 1 ST ELD.2 BDRM

Project Sq.Ft. / BDRM 0.00 0.00 0.00
Percentage of Units #Dtv/o! #Dtv/0! #Drv/0!
l.T-1(Prorated)
t -
nities:
Numberof 2-Bedroom Rehab UnitsWith 1.5+ Bathrooms
Number of 3-Bedroom Rehab Units With 2+ Bathrooms
All units have:

a. l.Sor2Bathrooms
b. Community Room 749 SF
c. Brick Exterior Walls
f. HVAC/SEER/HSPF/AFUE
s Sub-metered water
h. Lowflow showers and faucets
i. H¡gh speed internet infrastructure
J. Water Heaters-Energy Star
Total
All eldedy units have:

a. Front-control ranges
d. Two eye viewers
Total

a. Historic rehab F
Total Amenities Points:
TAB A
(Documentation of Development Location)
TAB ,A.1
(QualifTed Census Tract Certifïcation)
Colonial Heights Apartments 2006, L.P.
208 Hudgins Road
Fredericksburg, V A 22408
Phone: (540) 604-9943 Fax: (540) 604-9949
EOUAL HOUSING
OPPORTUNITY
DevelopmenlNome: ColoniolHeights
rrocking +: Ðoo4 -z- 3{
1. Generol lnslructions
o This Certificotion must be included with the Applicotion (by Applicotion Deodline,
5/15109t1.
The Owner/Developer completes this Certificotion.
Any chonge in this form moy result in o reduction of points under lhe scoring system. lf you
hove ony questions. pleose coll Jim Chondler ot VHDA (804) 343-5786.
2. Definition of Quolified Census Troct

Pursuont to $a2(d)(5)(C)(ii) of the lRC, o quolified census Troct is, "(l) Any census troct
which is designoted by the Secrelory of Housing ond Urbon Development ond, for the
most recent yeor for which census doio ore ovoiloble on household income in such
troct, either in which 50% or more of the households hove on income which is less thon
60% of ihe oreo medion gross income (AMGI) for such yeor or which hos o poverty rote
of of leost 25%.lf the Secretory of Housing ond Urbon Development determines thot
sufficient doto for ony period ore not ovoiloble to opply this clouse on the bosis of census
trocts, such Secretory sholl opply this clouse for such period on the bosis of enumerotion
districts. (ll) The portion of q metropoliton stotisticoloreo (MSA)which moy be designoted
sholl not exceed on oreo hoving 20%of the populotion of such MSA. (lll) Eoch MSA sholl
be treoted os o seporote oreo ond oll non-metropoliton oreos in o Stote sholl be treoted
os one oreo."
3. Census Troct #(s):

5r ó30000400
X To determine the development's census troct, go to hitp://mop.sbo.gov/hubzone/init.osp oñd

put in the development oddress or county. The census troct number will be reveoled
ofter pressing The "seorch" button. On o rore occosion, when o development spons
more thon one census troct, this website moy show incomplete informotion. lt the
subjecl development is ocross census trocts, pleose list eoch census troct by number
ond provide supporting documentotion.
X Attoch o mop showing census troct boundories ond the development's locotionl
4. LegolDescription
X Attoch o copy of the developmenl's legoldescriplion; the legoldescription should
correspond lo the site control document in the Applicotion'
All that certain lot or parcel of land together with all buildings
and improvements thereon,
situate, laying and being in the City of Fredericksburg, Virginia, containing 14,872 square
feet, more or less, as shown on plat of survey prepared by Eugene W. Kniseley, C.L.S., dated
August 9,1982, revised August 24,1982, and recorded in Plat Book 4, Page 29, in the
Clerk's Office of the Circuit Court of the City of Fredericksbu
And being the same property conveyed to Central Virginia Housing Coalition, Inc., from
Dixon Street Associates by deed dated October 15, 1998.
SBA HUBZone Locator http://map.sba. gov/hubzone/hzqry.asp
Maptitudefur thel,lr€b 3.60.0O

ffiBA\ T HU BZone Progra m
u's' MaD
Address-Town-Countv
Helo ....-
Text-O-qlI
search Versron
DETERMINATION OF WHETHER AN ADDRESS IS IN A HUBZONE
200-202 Charles Street, Fredericksburg VA,2240Lis located in Census Tlact "51630000200" which IS HUBZone
qualified.
The map belorv shows the relationship of this address (marked with a star) to qualified HUBZone areas. Belolv the map,
you may find information on why the address was found to be in a HUBZone Area.
User can define zoom in/out

or move display area by
clicking on the map with
the mouse after selecting a
tool above.
tüqtr lqñd lrtroarry EffiFrnüfryLr lffrrthdrynrrårlr

Po.rer€d ry ¡lætitudrlor tlrc lfcb-Ð CSc
BASIS OF HUBZONE DETERMINATION
Is the a¿dress located in ø Metropolitan Area? YES
Is the address located in ø qualified or redesignøted census tract? YES

Is the address located in a BRAC Commission-closed former
NO
military base?
Is the address located in a Dfficult Development Area? NO
Is the address located in an Indian Country area? NO
lof2 5lrzl09 9:35 PM

SBA HUBZone Locator http //map.sba.gov/hubzone/hzqry.asp
:
If yaur firm's principal offæe ís located in this qreawhich is qualified as a HUBZone (Príncipal ffice meøns the lacatian
where the greatest number of the concern's employees qt any one location perforn thei.r work.,I3 CFR PmT 126.l0j), you
are encour&ged to apply for the HUBZone Empowermeut Cantracting Pragram.
You may apply now for HUBZone Certification
enter an ADDRESS,TOWN or COUNTY to Search
2 o,12 5n2lÙ9 9:35 PM

EXHIBIT A
PROPERTY DESCRIPTION
LEGAL DESCRIPTION FOR A 0.3415 ACRE TRACT OF LAND AS RECORDED IN PLAT

BOOK 4, PAGE 29 OF THE CITY OF FREDERICKSBURG, VIRGINIA LAND RECORDS;
SAID 0.3415 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES
AND BOUNDS ON THE ALTA/ACSM LAND TITLE SURVEY MADE BY HGP, INC.,
DATED MARCH 6,2007 AS FOLLOV/S:
Beginning at a drill hole found in the Western line of Charles Street and I30.2 feet South of the
centerline of Dunmore Street for the Northeast cornet of this tract and the POINT OF
BEGINNING; THENCE,
V/ith the lVesterly right of way of Charles and Dixon Street, the following two courses:
1. South 26' 32'30" East,77.68 feet to a drill hole found 0.2' from a building;THENCE,
2. South 14" 07' 35" West, 106.00 feet to a 518" iron rod set at the Southeast corner of this
site, same being a corner to Downtown Greens as recorded in Instrument No.
200340.2000; THENCE,
Leaving the right of way of Dixon Street and with the common line of both this tract and tracts
owned by Downtown Greens as recorded in Instrument Nos. 2003402000 and 2001206000, the
following five (5) courses:
1. North 62" 36' 16" West,20.00 feet to a 5/8".iron rod set; THENCE,
2. North 60" 10' 30"'West, 100.00 feet to a 1" iron pipe found;THENCE,
3. North 63' 27' 29" East,9.94feet to a 5/8" iron rod set; THENCE,
4. North 26' 32' 30" West, 58.60 feet to a 518" iron rod set; THENCE,
5. North 63' 25'57" East, 126.3Ofeet
to the POINT OF BEGINNING, containing 0.3415 acres of land, more or less.
BEING the same property conveyed to Central Virginia Housing Coalition, Inc. by deed from
Dixon Street Associates, a Virginia limited partnership, dated January 7, 1999 and recorded
January 14,1999, in the Clerk's Office, Circuit Court, City of Fredericksburg, Virginia, in Deed
Book 32O,page92.
Colonial Heights
Apartments 2006,LP
0.009% 0.001o/o 99.99%
Virginia Affordable Housing

CVHC Colonial Heights Housing Equity Fund of
Management Corporation
Apartments, Inc. Virginia XI
Special Member
General Partner Investor Member
Arild Trent , President
Central Virginia Housing Coalition

Gary Parker
Executive Director
Vrginia Housing capital Corp.

Managing Member
Ralph Nodine, President
TAB 4.2
(Revitali zation Are a C ertific ation)
Beverly R. C¡mercn City of Fredericksburg
Acting City Manager P.O. Box 7447
Fredericksburg, VA 22404-7 447
Telephone: 540-372-1010
Fax: 540-372-12Ùl
April 16,2009
Jim Chandler
Nchmond, Virginia 23220
VI{DA TrackingNumber: 2009-z-3s

Development Name: Colonial Heights Apartments
Development Jurisdiction : City of Fredericksburg, Virginia
Name of Owner/Applioant : Colonial Heights Apartments 2006, L.P.
Dea¡Mr. Chandler:
I certiff that the above-referenced development is located in a Revitalization Area in my

jurisdiciion. A "revitalization area" is any area that is (i) either (1) blighted, deteriorated,
deteriorating or, if not rehabilitated, likely to deteriorate by reason that the buildings,
improvements or other facilities in such area are subject to one or more of the following
conditions- dilapidatior¡ obsolescence, overcrowding, inadequate ventilation, light or sanitation,
excessive land coverage, deleterious land use, or faulty otherwise inadequate design, quality or
conditiorq or (2) the industrial, commercial or other economic development of such area will
benefit the city or county but such area lacks the housing needed to induce manufacturing,
industrial, commercial, governmental, educational, entertainmeÍt, community development,
healthcare or nonprofit enterprises or undertakings to locate or remain in such area; and (ii)
private enterprise and investment are not reasonably expected, without assistance, to produce the
construction or rehabilitation of decent, safe and sanitary housing and supporting facilities that
will meet the needs of low and moderate income persons and families in such area and will
induce other persons and families to live within such area and thereby create a desirable
economic mix of residents in such area.
I understand that this Certification will be used by the Virginia Housing Development Authority
to determine whether the development qualifies for points available under VHDA's Qualified
Allocation Plan.
Yours truly,
Á*^4, I G^*
de'erly Ry'cameron
Acting City Manager
Locatíon Map
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Surveyor's CertifTcation of Proximity
To Public Transportation
HGP, lnc.
Purina-Tower, Suite 1 00
401 Gharles Street
Fredericksburg, V A 22401
540-371 -517 1 37341 50 (fax)
email: hpalmer@hgP.biz
DATE: February 12,2009
TO: Virginia HousÍng Development Authority

Richmond, VA 23220-6500
RE: 2009 Tax Credit Reservation Request

Nameof Development Heights Apartmenes tz00-202 charles
:::::lît
Name of Owner: ColoniaL Heights ApartmenEs 2006, L.P.
Gentlemen:
This letter is submitted to you in support of the Owner's Application for Reservation of Low
lncome Housing Tax Credits under Section 42 of the lnternal Revenue Code of 1986,'as amended.
Based upon due investigation of the site and any other rnatters as it deemed necessary this firm
certifies that the main street boundary entrance to the property is within:
X 2,640 feet or Yz mile of the nearest access point to an existing commuter rail, light rail
or subway station; or
n 1 320 feet or To mile of the nearest access point to an existing public bus stop.
The latitudes and longitudes in decimal format (ex -77.452788 I 38.77987) are as follows:
Latitude Lonqitude
Main Street Boundarv Entrance to Property 38 17 39.93 -77 27 23.85
Transoortation Access 38 17 39,93 -77 27 23.85
HGP lnc.
Its: President
Title
TAB B
(Partnership or Operating Agreement)
EXECUTION COPY
COLONIAL HEIGHTS APARTMENTS 2A06, L.P.,

A VIRGINIA LIMITED PARTNERSHIP
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
As of May 19,2008
THE PARTNERSHIP INTERESTS EVIDENCED BY THIS AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP (THE ''AGREEMENT') HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION TINDER THE
SECURITIES ACT OF 1933 (THE "ACT',) OR PURSUANT TO APPLICABLE STATE
SECURITIES LAWS ('BLUE SKY LAWS'). ACCORDINGLY, THE PARTNERSHIP
INTERESTS CANNOT BE RESOLD OR TRANSFERRED BY ANY PURCHASER THEREOF
WITHOUT REGISTRATION OF THE SAME TINDER THE ACT AND THE BLUE SKY LAWS
OF SUCH STATE(S) AS MAY BE APPLICABLE, OR IN A TRANSACTION WHICH IS
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE BLUE SKY
LAWS OR WHICH IS OTHERWISE IN COMPLIANCE THEREWITH. IN ADDITION, THE
SALE OR TRANSFER OF SUCH PARTNERSHIP INTERESTS IS SUBJECT TO CERTAIN
RESTRICTIONS SET FORTH IN THIS AGREEMENT; INCLUDING V/ITHoUT LIMITATI9N,
THE RESTRICTIONS SET FORTH IN ARTICLE IX HEREOF.
TABLE OF CONTENTS
Paqe
ARTICLE ICONTINUATION OF PART .......2
1.01 Continuatiol ....................2
1.42 Nanre........- ,....,.................2
1.03 Principal Place of Business ....i.............. .................2
1.04 Agent for Service of Process ...........-..2
1.05 Withdrawal of Withdrawins Limited Partner and Admission of Limited Partner
and Special Limited Partner .............2
1.06 Term.......... .......................3
1.07 Recording of Articles ...........3
ARTICLE IIDEFINED TERMS .....................3
ARTICLE IIIPURPOSE AND BUSINES .,....,.......I7
3.01 Pumose of the Bartnership ................ 17
3.02 Authorit-y of the Partnership .............17
ARTICLE
DUTIES AND OBLIGATIONS... t9
4.0I Representations. Warranties and Covenants Relatine to the Project and the
Partnership ................... 19
4.02 Duties and Obliqations Relatine to the Project and the Partnership .......-..28
4.03 Single Pumose Entity .....32
ARTICLE VPARTNERS. PARTNERSH
THE PARTNERSHIP ......32
5.01 Partners: Capital Contributions: Partnership Interests ............32
5.02 Return of Capital Contribution .........43
5.03 Withholding of Capital Contribution Upon Default ...............43
5.04 Leeal Opinions .........-.....44
5.05 Repurchase Oblieation ......................45
5.06 Guaranteed Pa.'¿ments .....................-.46
5.07 GP Loans .......................46
ARTICLE VI CHAI¡GES rN GENERAL PARTNERS......... .................... 47
6.01 Withdrawal of the General Partner ................... ......................47
6.02 Admission of a Successor or Additio-nal General Partner ......47
6.03 Effest of Barìkruptcy. Death..Withdrawal. Dissolution or Incompetence of a
General Partner ............4g
6-04 Restrictions on Transfer of General Partner's Interests ...........49
6.05 Removal of the General Partner ........49
ARTICLE VIIASSIGNMENT TO THE PA ...............52
ARTICLE VIIIRIGHTS. OBLIGATIONS AND POWERS OF THE GENERAL
PARTNER.......
8.01 Management of the Partnership ........53
-l-
8.02 Limitations Upon the Authority of the General Partner ....-....53
8.03 Sale of Project ................... ................56
8.04 Management Pu{poses ......................58
8.05 Deleeation of Authoritv ....-...............58
8.06 General Partner or Affiliates Dealine with Partnership ..........58
8.07 Other Activities ..............58
8.08 Liabili[¡ for Acts and Omissions -.--..59
8.09 Indemnification of Limited Partner and the Partnership .........59
8.10 Net'Worth of General Partner ...........59
8.11 Construction of the Project, Construction Cost Ovem¡ns. Operating Deficits:
Other General Partner Guarantees. ....................60
8.12 Developmer_rt Fee ...........62
8.13 Incentive Management Fee ...............63
8.14 Withholdine of Fee Payments ...........63
8.15 Selection of Manaqement Aqent: Tgrms of Manaqement Ageement ......63
8.16 Removal of the Management Agent ..............-.....64
8.17 Replacement of the Manasement Agent ..............65
8.18 Loans to the Partnership ...................65
8.19 Affiliate Guaranty ..........65
8.20 Development Advisory Fee ..............65
8.21 Accountilg Fee ..............65
ARTICLE IXTRâNSFERS AND RESTRI
INTERESTS OF LIMITED PARTNERS ..............66
9.01 Restrictions on Transfer of Limited Partners' lnterests ...........66
9.02 Admission of Substitute Limited Partners .-.........66
9-03 Riehts of Assisnee of Partnership Interest .....,..-..67
ARTICLE XRIGIITS ÄND OBLIGATIONS OF LIMITED PARTNERS 68
10.01 Management of the Partnership ........68
10.02 Limitation on Li4b,iliw of Limited Partners .........68
10.03 Other Activities ..............68
ARTICLE XI PROFITS. LOSSES AND DISTRIBUTIONS ........68
11.01 A{ocation of Profits and Losses Other Than From Capital Transactions.................... 68
11.02 Allocation of Gains and Losses from Capital Transactions ......................69
11.03 Distributions: Net Cash Flow ..........69
11.04 Distributions: Capital Transactions and and Liquidation of Partnership
Property 70
11.05 Distributions and Allocations: General Pfovisions .................71
11.06 Capital Accounts .,,....-....73
1 1.07 Special Allocations ........74
11.08 Designation of Tax Matters Partner .....................77
1l.09 Authoritv of Tax Matters Partner .-....78
1 I .10 Expenses of Tax Matters Partner .-...-79
-ll-
ARTICLE XIISALE" DISSOLUTION AND LIOUIDATION .........79
12.01 Dissolution of the Partnership ..........79
n.AZ Winding Up and Distribution ...........80
ARTICLE XIIIBOOKS AND RECORDS. ACCOUNTING, TAX ELECTIONS.
8TC.......... .......81
13.01 Books of Account ..........81
13.02 Financial Repodg ...........81
13.03 Budgets and General Disclosure ......-82
13.04 Tax Information .............83
13.05 Selection of Accountants ..................83
13.0ó Section 754 Elections .......................83
ß.47 Fiscal Year and Accountine Method ...................84
13.08 Late Report Penalties .....84
ARTICLE XIVAMENDMENTS. ......84
14.01 Amendments
Proposal and Adoption of ..............84
ARTICLE XVCONSENTS. VOTtr.{G AN ........-......84
15.01 Method of Givine Consent ...............85
15.02 Submissions to Limited Partners ......85
15.03 Meetings: Submission of Matt-er for Voting .......85
ARTICLE XVIGENERAL PROVISIONS..... ..85
16.01 Burden and Benefit ........85
16.02 Applicable Law ..............85
16.03 Counterparts ...................85
16.04 Separabilit]¡ of Provisions .................85
1ó.05 Entire Agreement .......-...85
16.06 Liabilit)¡ of the Limited Partner .........86
16.07 Environmental Protection .................86
16.08 Notices...... .....................87
16.09 Headines ..... 88
16.10. Pronouns and Plurals .....88
ló.11. VHDA Mortgage Requirements............... ...........88
-il1-
coLoNIAL HEIGHTS APARTMENTS 2006, L.p.
A VIRGINIA LIMITED PARTNERSHIP
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is

made and entered into as ofMay 19,2008,by and among CVHC Colonial Heights Apartments, Inc.
a Virginia corporation (the "General Partner"), GPLP, LLC, the withdrawing limited partner (the
"Withdrawing Limited Parbrer"), and Housing EquityFund ofVirginia XI, L.L.C., a limited liability
company formed under the laws of the Commonwealth of Virginia (the "Limited Parbrer") and
Virginia Affordable Housing Management Corporation, a Virginia non-stock corporation (the
"Special Limited Partner").
\ryHEREAS, Central Virginia Housing Coalition, Inc. who withdrew as general partner ofthe
Partnership effective as of March 2, 2007 and Virginia Aflordable Housing Management
Corporation, who withdrew as a general partner of the Partnership effective December 4, 20A6
(collectively the "Initial General Partner"), executed a Certificate of Limited Partnership for the
formation of Colonial Heights Apartments 2006, L.P. (the "Partnership") pursuant to the terms ofthe
Revised Uniform Limited Partnership Act of the Commonwealth of Virginia (the "Act"), which
Certificate was subsequently filed with the State Corporation Commissioner ofthe Commonwealth
of Virginia (the "State of Formation") which was recorded on March 2,2006, and subsequently
amended and recorded on December 4,2006 and amended and recorded again March 2,2007 (as
amended the "Certificate");
WHEREAS, the Initial General Partner and the Withdrawing Limited Partner, as limited
partner, among others previously executed an Agreement of Limited Partnership dated Febru ary 27 ,
2006, which was subsequently amended and restated as ofNovemb er,2006,and further amended as
of February 6,2007 (as amended, the "Original Agreement");
WHEREAS, the General Partner was admitted as a general partner of the Partnership
pursuant to an amendment to the Certificate recorded March 2,2007;
WHEREAS, the Limited Partner wishes to join the Partnership as the Limited Partner, and
the Special Limited Partner wishes to join the Partnership as the Special Limited Partner;
WHEREAS, the Withdrawing Limited Partner wishes to withdraw from the Partnership;
WHEREAS, the General Partner, the Special Limited Partner and the Limited Partner wish to
continue the Partnership pursuant to the Act;
WHEREAS, the Partnership has been formed to develop, construct, own, maintain and
operate a 14 unit low income housing apartment complex located in Fredericksburg, Virginia (the
"Project");
WHEREAS, the parties hereto now desire to enter into this Amended and Restated
Agreement of Limited Partnership to (i) continue the Partnership under the Act; (ii) withdraw the
Withdrawing Limited Partner from the Partnership; (iii) admit the Limited Partner to the Partnership
as a limited partner; (iv) to ratifu the admission ofthe Special Limited Partner as a limited partner to
the Partnership as of November, 2A06; and (v) set forth all of the provisions governing the
Partnership;
NOW, THEREFORE, in consideration of the foregoing, of mutual promises of the parties

hereto and of other good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereby agree to continue the Partnership pursuant to the Act, as set forth in
this Amended and Restated Agreement of Limited Partnership, which reads in its entirety as follows:
ARTICLE I
CONTINUATION OF PARTNERSHIP
1.01 Continuatiou. The undersigned hereby continue the Partnership as a limited

partnership under the Act.
1,.42 Name. The name of the Partnership is Colonial Heights Apartments 2006,L.P.
1.03 Principal Place of Business. The principal place ofbusiness of the Partnership shall
be 208 Hudgins Road, Fredericksburg, VA 22408. The Partnership may change the location of its
principal place of business to such other place or places within the Commonwealth of Virginia as
may hereafter be deterrnined by the General Partner. The General Partner shall promptly notify all
other Partners of any change in the principal place of business. The Partnership may maintain such
other offices at such other place or places as the General Partner may from time to time deem
advisable.
1.04 Asent for Service of Process. The name of the Agent for service ofprocess is Gary
Parker, who is a resident of Virginia and a member of the Virginia State Bar, and whose address is
208 Hudgins Road, Fredericksburg, Virgini a,22408.
1.05 Withdrawal of Withdrawing Limited Partner and Admission of Limited Partner and
Special Limited Partner . The Withdrawing Limited Partner hereby withdraws as a Partner of the
Partnership, and represents and warrants that he has no interest in the Partnership and is not entitled
to any fees, distributions, compensation or payments from the Partnership and that he has no interest
in any property or assets of the Partnership. The Limited Partner is hereby admitted to the
Partnership and the parties hereby rati$ the admission of Special Limited Partner to the Partnership
as of November,2006, as the sole limited partners.
1.06 Term. The term of the Partnership commenced as of the date of the filing of the
Certificate with the Secretary of the Commonwealth of Virginia, and shall continue until December
31,2056, unless the Partnership is sooner dissolved in accordance with the provisions of this
Agreement.
1.07 Recording ofArticles. Upon the execution ofthis Amended and Restated Agreement
of Limited Partnership by the parties h.ereto, the General Partner shall take all actions necessary to
assure the prompt recording of an amendment to the Certificate if and as required by the Act,
including filing with the State Corporation Commission of the Commonwealth ofVirginia. All fees
for filing shall be paid out of the Partnership's assets. The General Partner shall take all other
necessary action required by law to perfect and maintain the Partnership as a limited partnership
under the laws of the State, and shall register the Partnership under any assumed or fictitious name
statute or similar law in force and effect in the Commonwealth of Virginia.
ARTICLE II
DEFINED TERMS
In addition to the terms defined in the preamble to this Agreement, the followingterms used
in this Agreement shall have the meanings specified below:
"&untg¡úg" means Dooley & Vicars, or such other firm of independent certified public
accountants as may be engaged by the General Partner, with the Consent of the Limited Partner, to
prepare financial statements and provide other services to the Partnership. Dooley & Vicars (or other
independent accountants approved by the Limited Partner) shall review and execute all tax returns
for the Partnership.
"Accounting Fee" shall have the meaning set forth in Section 8.21.
"Act" means the Virginia Limited Partnership Act, as may be amended from time to time
during the term of the Partnership.
"r{ctual Credit" means as of anypoint in time, the total amount ofthe LIHTC allocated by the
Partnership to the Limited Partner, representing ninety-nine and ninety-nine hundredths percent
(99.99%) of the aggregate LIHTC reported and claimed by the Partnership and its Partners on their
respective federal information and income tax retums, and not disallowed by any taxing authority.
"Adjusted Capital Acc o

means, with respect to any Partner, the deficit balance, if
any, in such Partner's Capital Account as of the end ofthe relevant fiscal period after giving effect to
the following adjustments: (a) the credit to such Capital Account of any amounts which such Partner is
obligated to restore under this Partnership Agreement or is desmed to be obligated to restore pursuant
to either (i) the penultimate sentences of Treas. Reg. $ 1 .704 -Z(Ð(l) and Treas. Reg. $ 1 .704-2(i)(5), or
(ii) amounts that the Partner is treated as obligated to restore under Treas. Reg. $1 .704-1þ)(2)(iiXc);
and (b) the debit to such Capital Account of in
the amounts described Treas. Reg.
$ 1.704-1(b)(2xiÐ(dx4), (5) and (ó). The foregoing definition of Adjusted Capital Account Deficit is
intended to comply with the provisions of Treas. Reg. $1.704-i(bx2xiÐ(d) and shall be interpreted
consistently therewith.
"Affiliate" of a specified Person means (i) any Person directly or indirectly controlling,
controlled by or under common control with the Person specified, (ii) any Person owning or
controlling ten percent (10%) or more of the outstanding voting securities or beneficial interests of
the Person specified, (iii) any officer, director, partner, trustee or member ofthe immediate family of
the Person specified, (iv) if the Person specified is an officer, director, partner, managing member or
kustee, any corporation, limited partnership, limited liability company or trust for which that Person
acts in that capacity, or (v) any Person who is an officer, director, managingmembeq general partner,
trustee or holder of ten percent (10%) or more of the outstanding voting securities or beneficial
interests of any Person described in clauses (i) through (iv). The term "control" (including the term
"controlled by" and "under coürmon control with") means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise.
"Affiliate Guarantor" means Central Virginia Housing Coalition, lnc., which is an Affiliate of
the General Partner.
"Affiliate Guaranty" means the guaranty ofthe performance ofthe obligations ofthe General
Partner under this Agreement and the obligations of the Developer under the Development
Agreement for the benefit of the Limited Partner given by the Affiliate Guarantor, which Affrliate
Guaranty is in the form of þþþ!!p.
"Affiliated Partnership" means a limited partnership in which the General Partner or an

Affiliate thereofis a general partner or a limited liability company in which the General Partner or an
Affiliate is a managing member, and in which the Limited Partner or an Affiliate of the Limited
Partner is a Partner or limited partner.
"Agency" means the Virginia Housing Development Authority, in its capacity as the agency
designated to allocate LiHTC, acting through any authorized representative.
"Agreement" means this Amended and Restated Agreement of Limited Partnership, as

amended from time to time.
"ArtiçLes" means the Partnership's Certificate or any other instrument or document which is
required under the laws of the State of Formation to be signed by the General Partner and filed in the
appropriate public offices within the State of Formation to perfect or maintain the Partnership as a
limited partnership underthe laws ofthe State ofFormation, to effect the admission, withdrawal or
substitution of any Partner of the Partnership, or to protect the limited liability ofthe limited partners
as Partners under the laws of the Commonwealth of Virginia.
"Assumed General Partner Tax Liabilitv" means for any given year the product of (i) the sum
of (A) the Profits, if any, allocated to the General Partner pursuant to Section I 1.01(b) plus (B) any
items of income, gain, loss, deduction or credit which are specially allocated to the General Partner
pursuant to Sections 11.07(a) and (d) through (i) times (ii) a percentage equal to the sum of (C) the
highest federal corporate tax rate for such year plus (D) the highest state corporate tax rate for such
year.
"Assuqled Limited Partner Tax Liabilit-v" means for any given year the product of (i) the
sum of (A) the Profits, if any, allocated to the Limited Partner pursuant to Section I 1.01(b) plus
(B) any items of income, gain, loss, deduction or credit which are specially allocated to the Limited
Partner pursuant to Sections I 1.07(a) and (d) througþ fi) times (ii) a percentage equal to the sum of
(C) the highest fede¡al corporate tax rate for such year plus (D) the highest state corporate tax
rate for such year.
"Authority" or "Authorities" means any nation or government, any state or other political
subdivision thereof, and any entity exercising its executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government, including but not limited to, any federal,
state or municipal department, commission, board, bureau, agency, court, tribunal or instrumentality.
"Bankruptcy" or "@p!" as to any Person means the filing of a petition for relief as to any
such Person as debtor or bankrupt under the Bankruptcy Act of 1898 or the Bankruptcy Code of
1978 or like provision of law (except if such petition is contested by such Person and has been
dismissed within 60 days); insolvency of such Person as finally determined by a court proceeding;
filing by such Person of a petition or application to accomplish the sâme or for the appointment of a
receiver or a trustee for such Person or a substantial part of his assets; coÍìmencement of any
proceedings relating to such Person under any other reorganization, arrangement, insolvency,
adjustment of debt or liquidation law of any jurisdiction, whether now in existence or hereinafter in
effect, either by such Person or by another, provided that if such proceeding is commenced by
another, such Person indicates his approval of such proceeding, consents thereto or acquiesces
therein, or such proceeding is contested by such Person and has not been finally dismissed within 60
days.
"Breakeven Operations" means the date following Final Closing upon which the gross
operating revenues from the normal operation of the Project ¡eceived on a cash basis (including all
public subsidy payments due and payable at such time but not yet received by the Partnership) for a
period of three (3) consecutive calendar months after Final Closing equals or exceeds all accrued
operational costs of the Project, including, but not limited to, taxes, assessments, reserve fund for
replacement deposits and debt service payments, the Accounting Fee and a ratable portion of the
annual amount (as reasonably estimated by the General Partner) of those seasonal and/or periodic
expenses (such as utilities, maintenance expenses and real estate taxes or service charges in lieu of
real estate taxes) which might reasonably be expected to be incurred on an unequal basis during a full
annual period of operation, for such period of three (3) consecutive calenda¡ months on an
annualized basis (based on projections ofthe Partnership), as evidenced by a certification ofthe
General Partner with an accompanying unaudited balance sheet of the Partnership indicating that all
trade payables have been satisfied (or with respect to trade payables within sixty (60) days ofthe date
the services were performed or goods were delivered, the trade payables shall not be past due and the
Partnership shall have an adequate cash reserve for the payment of such hade payables), all as shall
be subject to the approval of the Limited Partner. For the purpose of calculating Breakeven
Operations only, the following costs shall not be considered operating costs of the Project: (i)
payments on the Incentive Management Fee; and (ii) payments to be made under the Development
Agreement.
"Bridqe Loan Interçst" means the interest expense incurred by Limited Partner in connection
with any loan obtained by such Limited Partner which is secured by the deferred capital contribution
obligations of any of the members of such Limited Partner.
"Capital Account" means the capital account of a Partner as described in Section 1 1.06.
"Capital Contribution" means the total amount of money or other property contributed or
agreed to be contributed, as the context requires, to the Partnership by each Partner pursuant to the
terms of this Agreement. Any reference to the Capital Contribution of a Partner shall include the
Capital Contribution made by a predecessor holder of the lnterest of such Partner.
"Capitel Transaction" means any transaction out of the ordinary course of the Partnership's
business which is capital in nature, including without limitation, the disposition, whether by sale
(except when such sale proceeds are to be used pursuant to a plan or budget approved by all ofthe
Partners), casualty (where the proceeds are not to be used for reconstruction), condemnation,
refinancing or similar event of any part or all of the Project.
"Capital Transaction Administrative Fee" means the fee payable under Section 1 1.04(d).
"Capitalized Bridee Loan Interest" means any Bridge Loan lnterest required to be capitalized
by the Partnership pursuant to Code Section 263A.
"Carveouts" has the meaning set forth in Section a.Ol(g).
"Çgrtifiçete" has the meaning set forth in the Recitals hereof.
"Certified Credits" means ninety-nine and ninety-nine hundredths percent (99.99%) of the
annual LIHTC that the Accountants certifu in writing to the Partnership that the Partnership will be
able to claim during each full fiscal year during the Credit Period for all buildings in the Project
assuming full compliance with therentrestrictionsand incomelimitationsofSection42ofthe Code.
The calculation of the Certified Credits shall be based, among other things, on the Form(s) 8609
issued by the Agency for all the buildings comprising the Project and on the cost certif,rcation
prepared in connection with the application by the Partnership for Form(s) 8609. Once the Ce¡tified
Credits are determined, they shall not be adjusted during the term of this Agreement; provided,
however, if with respect to an LIHTC Recapture Event the General Partnermakes a payment under
Section 8.1 1(c), then the Certified Credits shall be reduced prospectively by the annual reduction in
LIHTC attributable to such LIHTC Recapture Event.
"Certified Credit Capital Adjustment" has the meaning set forth in Section 5.01(e)(i).
"Certified Credit Capital Decrease" has the meaning set forth in Section 5.01(e)(i).
"Certified Credit Capital Increase" has the meaning set forth in Section 5.01(e)(i).
"Code" means the Internal Revenue Code of 1986, as amended from time to time, or any
corresponding provision or provisions of succeeding law.
"Çe!q¡qtncn!!9!1et" means that certain Commitment Letter &om the Limited Partner to the
Partnership dated as of May 2,2008.
"Compliance Terrnination Sale" has the meaning set forth in Section 8.03(a).
"Consent" means the prior written consent or approval of the Limited Partner and/or any
other Person, as the context may require, to do the act or thing for which the consent is solicited.
"Construction Contract" means the construction contract in the guaranteed maximum amount
of S2,031,911 (including all exhibits and attachments thereto) to be entered into between the
Partnership and the Contractor, pursuant to which the Project is to be constructed and rehabilitated.
Such Construction Contract shall be subject to the Consent of the Limited Partner.
"Construction Loan" means the Project Loan from a private lender identified on Exhibit F
hereto.
"construction Perio 'has the meaning set forth in Section

a.02(s).
"Contractor" means Community Housing Partners Corporation, a Virginia corporation, which

is the general construction contractor for the Project.
"Continued Compli " has the meaning set forth in Section 8.03(a).
"Counsel" or "Counsel fo-r the Partnership" means Kanady & Quinn, PC, or such other
attomey or law firm upon which the Limited Partner and the General Partner shall agree; provided,
however, that if any section of this Agreernent either (i) designates particular counsel for the purpose
described therein, or (ii) provides that counsel for the pulpose described therein shall be chosen by
another method or by another Person, then such designation or provision shall prevail over this
general definition.
"Credit Period" means the ten-year "credit period" as defined in and determined in
accordance with Section 42(Í) of the Code.
"Debt Service Coveraqe Ratio" shall mean a fraction, the numerator of which is the
difference between all cash actually received by the Partnership on a cash basis from normal
operations less all accrued operational costs of the Project and the denominator of which is all debt
service, reserve, mortgage insurance premium and/or other cash requirements imposed by the Project
Loan documents properly allocable to a particular period on an annualized basis, as determined by
the Accountants.
"Developer" means Central Virginia Housing Coalition, Inc., lnc.
"Development Advisory Fee" has the meaning set forth in Section 8.20.
"Developmgnt Agreement" means the Development Agreement between the Partnership and
the Developer as of even date herewith relating to the development ofthe Project and providing for
the payment of the Development Fee, in the form set forth in Exhibit A.
"Development Budget" means the acquisition, construction, rehabilitation, development and

financing budget for the acquisition, construction, rehabilitation, development, financing and
operation of the Project, including without limitation the construction or rehabilitation of all
improvements, the furnishing of all personalty in connection therewith, and the operation of the
Project which Budget is attached hereto as Exhibit H, and any amendments thereto made with the
Consent of the Limited Partner. The Development Budget shall also include a calculation of the
Projected LIHTC for the Project indicating the assumptions regarding basis which underlie such
calculation, a lS-year income/expense pro forma, profit/loss statement, cash flow statement,
depreciation/amortization schedule, capital account, minimum gain and 30 year analysis and a
calculation ofnet sale proceeds.
"Development Costs" means all of the following: (i) all direct or indirect costs paid or
accrued by the Partnership related to the acquisition of the Land (and any improvements thereon) and
the development or rehabilitation of the Project, including payment of the Development Fee,
amounts due under the Construction Contract, any construction cost overruns, the cost of any change
orders and all costs necessary to achieve Substantial Completion; (ii) all costs to achieve Initial
Closing and Final Closing, and satisfu any escrow deposit requirements which are conditions to the
Final Closing, including arry amounts necessary for local taxes, utilities, mortgage insurance
premiums, casualty and liability insurance premiums, and any applicable loan fees, discounts or other
expenses; (iii) for the period prior to Breakeven Operations, all costs, payments and deposits needed
to avoid a default under any Project Loan, including without limitation, all required deposits to
satisff any requirements of a Project Lender to keep a Project Loan "in balance"; (iv) all costs and
expenses relating to remedying any environmental problem or condition or Hazardous Materials that
existed on or prior to Final Closing; and (v) all Operating Deficits incurred by the Partnership prior
to Breakeven Opeiations.
"Development Fee" means the fee payable by the Partnership to the Developer pursuant to
Section 8.12 ofthis Agreement.
"Downward Capital Adiustment. " has the meaning set forth in Section 5.01(e)(i).
"Economic Risk of Loss" has the meaning specified in Treas. Reg. $1.752-2.
"Environmental Consultant" has the meaning set forth in Section 5.01(i).
"Excesg Development Costs" means all Development Costs in excess of the proceeds ofthe
Project Loans and all Capital Contributions the General Partner and Limited Partner are required to
make hereunder.
"Extended Use A$eement" means the Extended Use Regulatory Agreement and Declaration
of Restrictive Covenants entered into between the Partnership and the Agency dated as of June 1,
2007, setting forth certain terms and conditions under which the Project is to be operated.
"Fannie Mae" shall mean Federal National Mortgage Association.
"Final Closins" means the occurrence of all ofthe following: (i) Substantial Completion, (ii)
approval by the Project Lenders, if any, of the Partnership's certification of actual costs as to the
development and construction or rehabilitation of the Project, (iii) disbursement by all Project
Lenders of any and all previously undisbursed Project Loan proceeds, including the funding of the
Permanent Loan under Documents acceptable to the Limited Partner, and (iv) commencement of
amofüzatian as to all Project Loans (to the extent anyProject Loan requires principal amortization).
"Final Mortgage Amount" means the principal amount of all ofthe Project Loans, advanced
at or prior to the Final Closing, before any reduction resulting from repayments of principal thereof.
"40-60 Set-AsideTest" meanstheMinimum SetAsideTestwhereby aTleast4}Vooftheunits

in the Project must be occupied by individuals with incomes of 60% or less of area median income,
as adjusted for family size.
"General Partner" means CVHC Colonial Heights Apartments, Inc., a Virginia corporation,
and any other Person admitted as a General Partner pursuant to this Agreement, and their respective
successors as any such successor may be admitted pursuant to this Agreement, including those
Persons admitted pursuant the provisions of Sections 6.02 and 6.03.
"General Partner Pledge" has the meaning set forth in Section 8.19.
"General Pa4r-rer's Special Capital Contribution" has the meaning set forth in Section 5.01(b).
"GP Loans" means the loans which may be made by the General Partner to the Partnership
pursuant to Section 5.07(a) hereof, including any accrued interest thereon. Operating Deficit Loans
shall not constitute GP Loans.
o'Guarantor
LIHTC Compli 'has the meaning set forth in Section 8.1l(c)(v).
"@" has the meaning set forth in Section 16.07(e).
"Hazardous Waste Laws" has the meaning set forth in section 16.07(e).
"Incentive Manaqement Fee" means the fee payablebythe Partnership to the General Partner
pursuant to Section 8.13 of this Agreement.
"Initial Amount" has the meaning set forth in Section a.02(q).
"Initial Closinq" means the date upon which one or more of the Prdect Loans is closed and
the initial disbursement is made thereunder. The Initial Closing is anticipated to occur on May 19,
2008.
"Initial Period" has the meaning set forth in Section S.1l(b).

rrlltterestrr
or "Partnership Interest" means the ownership interest of a Partner in the
Partnership at any particular time, including the right of such Partner to any and all benefits to which
such Partner may be entitled as provided in this Agreement and in the Act, together with the
obligations of such Partner to comply with all the terms and provisions ofthis Agreement and of said
Act.
*IRS" means the Intemal Revenue Service of the United States or any successor agency.
rrl.andrr
means the tract of land currently owned or to be purchased by the Partnership upon
which the Project will be located, as more particularly described on Exhibit C attached hereto.
"Late Delivery Capital Adjustmgnt" has the meaning set forth in Section 5.01(e)(i).
"Lease-Up Reserve" has the meaning set forth in Section a.02(s).
"LIHTC" means the low-income housing tax credit allowed for low-income housing projects
pursuant to Section 42 of the Code.
"LIHTC Compliance Guaranty" collectivelymeans the General Partner obligations set forth
in Section 8.11(c).
10
"LIHTC Recapture Event" means (a) the filing of a tax return by the Partnership evidencing a
reduction in the qualified basis of the Project causing a recapture of LIHTC previously allocated to
the Limited Partner, (b) a reduction in the qualified basis of the Project following an audit by the
Internal Revenue Service which results in the assessment of a deficiency by the Internal Revenue
Service against the Partnership with respect to any LIHTC previously claimed in connection with the
Project, unless the Partnership shall timely file a petition with respect to such deficiency with the
United States Tax Court and any other federal tax court of competent jurisdiction and the collection
of such assessment shall be stayed pending the disposition of such petition, (c) a decision by the
United States Tax Court or any other federal court of competent jurisdiction upholding the
assessment of such deficiency against the Partnership with respect to any LIHTC previously claimed
in connection with the Project, unless the Partnership shall timely appeal such decision and the
collection of such assessment shall be stayed pending the disposition of such appeal, or (d) the
decision of a federal court of competent jurisdiction affirming such decision.
"LIHTC Reduction G 'has the meaning set forth in Section 5.01(e)(ii).
"LIHTC Shortfall" means, as to any period of time, the difference between the Certified
Credit for such period of time and the Actual Credit for such period of time. For purposes of
determining the amount of the LIHTC Shortfall for a particular period of time, if there is an
adjustment to Capital Contributions under Section 5.01(e) because of a Late Delivery Capital
Adjustment, the LIHTC Shortfall for such period of time shall be reduced by the Late Delivery
Capital Adjustment.
"Limited Partner" means, initially, Housing Equity Fund of Virginia XI, L.L.C., a Virginia
limited liability company.
"Limited P_artner Due Diligence Costs" has the meaning set forth in Section 5.01(Ð.
"Liquidator" means the General Partner or, ifthere is none at the time in question, such other
Person who may be appointed in accordance with applicable law and who shall be responsible for
taking all action necessary or appropriate to wind up the affairs of and distribute the assets ofì the
Partnership upon its dissolution.
"Loan Apreement" means any loan agreement and/or similar agreement with respect to the
terms and conditions of the making of any of the Project Loans, which will be entered into between
the Partnership and any one of the Project Lenders at or prior to the Final Closing.
"Losses" has the meaning set forth in the definition of "Profits" and'ol-osses."
"Ma43gement Agent" means the management and rental agent for the Project designated
pursuant to Section 8.15.
11
"Management Ageement" means the agreement between the Partnership and the
Management Agent providing for the marketing and management of the Project by the Management
Agent.
"Minimum Gain" means the amount determined by computing with respect to each
Nonrecourse Debt the amount of gain, if any, that would be realized by the Partnership if it disposed
of the asset securing such liability (in a taxable transaction) in full satisfaction thereof (and for no
other consideration), and by then aggregating the amounts so computed. For purposes of
determining the amount of such gain with respect to a liability, the adjusted basis for federal income
tax purposes ofthe asset securing the liability shall be allocated among all the liabilities that the asset
secures in the manner set forth in Treas. Reg. $1 .704-2(d)(2).
"Minimum Set-Aside Test" means the set-aside test selected by the Partnership pursuant to
Section 42(g) of the Code with respect to the percentage of units in its Project to be occupied by
tenants with incomes equal to no more than a certain percentage of area median income. The
Partnership has selected or will select the 40-60 Set-Aside Test as restricted by Code Section
azG)Q) to require at least 40% oftheunits in the Projectbe occupiedbyindividualswith incomes of
600/o or less of area median income, as adjusted for family size, as the Minimum Set-Aside Test.
"Mortgagg" means any deed of trust to be given by the Partnership in favor of any Project
Lender as maker of a Project Loan, constituting a lien on the Project and securing a Project Loan.
"Net Cash Flow" means the sum of (i) all cash received from rents, lease payments and all
other sources, but excluding (A) tenant security or other deposits (except to the extent forfeited to the
Partnership), (B) Capital Contributions and interest thereon (other than if used to pay for an item
deducted below in determining Net Cash Flow), (C) proceeds from Capital Transactions and (D)
interest on reserves not available for distribution, (ii) the net proceeds ofany insurance, other than
fire and extended coverage and title insurance, to the extent not reinvested, and (iii) any other funds
deemed available for distribution by the General Partner with the approval ofthe Project Lenders, if
required, less the sum of(x) all cash expenditures, and all expenses unpaid but properly accrued,
which have been incurred in the operation of the Partnership's business (whether or not such
expenditure is deducted, amortized or capitalized for tax purposes), including the management fee to
the Management Agent and the Accounting Fee, (y) all payments on account of any loans made to
the Partnership (whether such loan is made by a Partner or otherwise), but not including any amounts
to be paid pursuant to the Development Agreement or pursuant to any loans made by any Partners
where repayment of such loans is to be made out of Net Cash Flow, and (z) any cash reserves for
working capital, capital expenditures, repairs, replacements and anticipated expenditures, in such
amounts as may be required by the Project Lenders or the Limited Partner, or may be determined
from time to time by the General Partner with the approval of the Limited Partner and the Project
Lenders, if required, to be advisable for the operation of the Partnership.
"Net Projected Tax Liabilities" means, as determined by the Accountants, based on the
Partnership's tax records, and any final adjustments made prior to the availability of proceeds of
t2
Capital Transaction(s) for distribution, the cumulative amounts of the respective projected liabilities
(collectivel¡ the "Projected Tax Liabilities") ofthe General Partner, the Limited Partner's members,
and their respective partners and members, if any, (collectively, the "Partnership Taxpayers") for any
and all federal, state, and local taxes, including any recapture ofprior LIHTC, to be imposed on the
Partnership Taxpayers by reason of all Capital Transactions of the Partnership from which the
proceeds in question are to be distributed, any and all prior Capital Transactions of the Partnership
(to the extent proceeds from such prior Capital Transactions equal to the Projected Tax Liabilities for
such prior transactions were not distributed) and any liquidation ofthe Partnership. Such projections
of liabilities shall estimate the applicable tax rate or rates for the General Partner (based on actual or
projected taxable income) and shall assume the maximum applicable tax rate or rates for each ofthe
Limited Partner's partners or members, if any (without regard to actual taxable income), in effect at
the time of each Capital Transaction, in all cases without regard to the alternative minimum tax,
limitations on the use of business tax credits, or other factors that may affect tax liability in
particular cases, and without adjustment for any variance from actual tax liabilities that may later
occur.
"New Allocation" has the meaning set forth in Section 11.O7(mXii).
"Nenlecgufg.e_D.eb!" means any Partnership liability that is considered nonrecourse for

purposes of Treas. Reg. $1.1001-2 (without regard to whether such liability is a recourse liability
under Treas. Reg. $1 .752-1 (a)(1 ).
"Non¡ecourse Deduct 'has the meaning set forth in Treas. Reg- $1 .704-2(b)(l).
"Nonrecourse Liability" means any Partnership liability (or portion thereof) for which no
Partner or related Person (within the meaning of Treas. Reg. $ 1.752-4(b) bears (or is deemed to
bear) the Economic Risk of Loss.
"Note" means any mortgage or deed of trust promissory note given by the Partnership in
favor ofa Project Lender evidencing a Project Loan.
"Notice" means a writing containing the information required by this Agreement to be

communicated to a Partner and sent by express courier or telephone facsimile transmission, or by
registered or certified mail, with postage prepaid and return receipt requested, to such Partner at such
Partner's address as specified pursuant to Section 16.08, the date of receipt thereof (or the next
business day if the date of receipt is not a business day) or, in the case of registered or certified mail,
the date of registry thereof or the date of the certification receipt, as applicable, being deemed the
date of such Notice; provided, however, that any written communication containing such information
sent to such Partner actually received by such Partner shall constitute Notice for all purposes of this
Agreement.
"Qg¡ilg lefiçi!" meâns the amount by which the gross receipts of the Partnership from
lease payments, and all other income and receipts of the Partnership (other than proceeds of any
t3
loans to the Partne¡ship, Capital Contributions, and investment eamings not available for distribution
on funds on deposit in the Reserve Fund for Replacements, and other such reserye or escrow funds or
accounts not available for distribution) for a particular period of time, is exceeded by the sum of all
the operating expenses, including all debt service, operating and maintenance expenses, required
deposits into the Reserve Fund for Replacements, any fees to the Project Lenders and/or any
applicable mortgage insurance premium payments and all other Partnership obligations or
expenditures, and excluding payments for construction of the Project and fees and other expenses
and obligations of the Partnership to be paid from the Capital Contributions ofthe Limited Partnerto
the Partnership pursuant to this Agreement during the same period of time.
"Operating Deficit Loan" shall have the meaning set forth in Section 8.11(b) of this
Agreement.
"Ooerating Reserve" means the reserve referred to in Section 4.02(r).
"Partner" means any General Partner, Limited Partner or Special Limited Partner.
"Fartner Nonrecourse Debt" means any Nonrecourse Debt (or portion thereof) for which a
Partner or related Person (within the meaning of Treas. Reg. $1.752-4(b)) bears (or is deemed to
bear) the Economic Risk of Loss.
"Partner Nonrecourse Ded ' has the meaning set forth in Treas. Reg. $1 .704-2(i)(2),
and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a
fiscal year shall be determined in accordance with the rules of Treas. Reg. $1.704-2(i)(2).
"Paftnership" means this Colonial Heights Apartments 2006, L.P., a Virginia limited
partnership.
"Payment Date" means the date which is ninety (90) days after the end of the Partnership's
fiscal year with respect to the preceding fiscal year.
"Percentage Interest" means the percentage Interest of each Partner as set forth in Sections
5.01(a) and (c).
"Penlanent Loan" means the permanent loans described in Exhibit F.
"Person" means any individual, partnership, corporation, trust, limited liability company or
other entity
"Plans and Specifications" means the plans and specifications for the Project stamped with
the seal of an architect and/or engineer, which are subject to the approval ofthe Limited Partner, and
any changes thereto made in accordance with the terms of this Agreement.
t4
"Post Closinq Obligations" means those conditions to the Limited Partner's obligation to fund
all or any portion of its Capital Contributionas more fully described on the Post Closing Letter
attached hereto as Exhibit K.
"Prime Rate" means the interest rate announced from time to time by The Wall Street Joumal
as the prime lending rate expressed as a percent per annum. The "Prime Rate" shall be adjusted
semi-annually on January 1 and July 1 of each year.
"Profits" and "I",osses" mean, for each fiscal year of the Partnership, an amount equal to the
Partnership's taxable income or loss for such period from all sources, determined in accordance with
$703(a) of the Code, adjusted in the following manner: (a) the income of the Partnership that is exempt
from federal income tax shall be added to such taxable income or loss; (b) any expenditures of the
Partnership which are not deductible in computing its taxable income and not properly chargeable to
capital account under either $705(a)(2)(B) ofthe Code or the regulations promulgated under $70a(b) of
the Code shall be subtracted from such taxable income or loss; (c) in the event any Partnership asset is
revalued in accordance with Treas. Reg. $ I .704-lþ)(2)(iv)(f), then the amount of any adjustrnent to the
value of such Parhrership asset shall be taken into account as gain or loss from the disposition of such
Partnership asset for purposes of computing Profits or Losses; (d) gain or loss resulting from any
disposition of Partnership asset which has been revalued pursuant to Treas. Reg. $ 1 .704- I (bX2XivXÐ
and with respect to which gain or loss is recognized for Federal income tax pulposes shall be computed
by reference to the adjusted value of such Partnership asset, notwithstanding that the adjusted tax basis
of such Partnership asset differs from the adjusted value; (e) any depreciation, amortization or other
cost recovery deductions taken into account in computing such taxable income or loss shall be
recomputed based upon the adjusted value of any Partnership asset which has been revalued in
accordance with Treas. Reg. $ I .704-1(b)(2)(iv)(f); and (f) any items ofincome, gain, loss, deduction or
credit which are specially allocated pursuant to Sections I 1.07(b) through (m) shall not be taken into
account in computing Profits or Losses.
rPrqjgl" means the land currently owned (or to be purchased) by the Partnership located in
Fredericksburg, Virginia and the improvements to be constructed and rehabilitated, owned and
operated thereon by the Partnership, and to be known as Colonial Heights Apartments.
"Proiect Documents" means and includes the Construction Contract, the Mortgage(s),
Note(s), Loan Agreement(s), Regulatory Agreement, Extended Use Agreement, Management
Agreement and all instruments delivered to (or required by) the Project Lenders or the Agency to the
extent not otherwise listed in this definition.
"Pro.iect Lender" means any lender in its capacity as a lender of one of the Project Loans, or
its successors and assigns in such capacity, acting through any authorized representative.
"Project Loans" means those loans set forth and described on Exhibit F hereto.
"Proiected LIHTC" has the meaning set forth in Section a.01(p).
l5
"O.ualified Contract" has the meaning set forth in Section 4z(bXhXF) of the Code.
''@''shallmeanoccupancyofaLIHTCunitbyaQualifìedTenant.
".QualifiedTs@" shall mean tenants under executed leases of at least six (6) months who
at the time of their initial occupancy of the Project satisfy the (i) rent restriction and (ii) minimum
set-aside test selected by the Partnership pursuant to Section 42(g) of the Code with respect to the
percentage of units in the Project to be occupied by tenants with incomes equal to no more than a
certain percentage of area median income.
"BsçAptuIg:\mog!" has the meaning set forth in Section 11'02(c)'
meanS the Inoome Tax Regulations

"Regulations" or "
issued under the Code.
"Regulatory Aqreement" means, to the extent applicable, and collectively, any regulatory
agreements and/or any declaration of covenants and restrictions to be entered into between the
Pártnership and any Project Lender or any applicable govemment agency at or after the Initial
Closing setting forth certain terms and conditions under which the Project is to be operated.
"Rent Restriction Test" means the test pursuant to Section 42(g) of the Code whereby the
gross rent charged to tenants of the low-income units in the Project cannot exceed thirty percent
(30%) of the imputed income limitation of the applicable units.
"Reserve Fund for Replacements" means the cash funded reserve for replacements required
pursuant to Section a.02 (q).
"special Additional Çapital Contribution" means the Special Additional Capital

Contributions of the Limited Partner under Section 5.01(d)(vi)'
"special Limited Partner" means Virginia Affordable Housing Management Corporation, a

Virginia corporation, or its assignee.
"ËldslDeg¡ggat!.gq" means, with respect to the Project, the allocation by the Agency of
LIHTC, as evidenced by the receipt by the Partnership of either a carryover allocation of LIHTC
meeting the requirements of Section 42(hX 1 XE) of the Code and Treasury Regulations or IRS Form
8609 eiecuted by the Agency as to all building in the Project for which such form is required.
"Substantial Completion" means the date that the Partnership receives all necessary
permanent certificate(s) of occupancy (or certificates of occupancy which contain conditions or
qualifications which are Consented to by the Limited Partner) from the applicable govemmental
not be deemed
¡urisdictions) or authority(ies); provided, however, that Substantial Completion shall
16
to have occurred if on such date any liens or other encumbrances as to title to the Land and the
Project exist, other than those securing any Project Loan and/or those Consented to by the Limited
Partner.
' "Substitute Limited Partner" means any Person admitted to the Partnership as a Limited
Partner pursuant to Section 9.02.
"EUIplug_Çgsh" means anyNet Cash Flow which, pursuant to the Project Documents orrules
or regulations of any Project Lenders or the Agency, is permitted to be distributed to the Partners.
"Ilþ_Ço¡qpany" means Stewart Title Guaranty Partnership.
"Þæ!d ise" has the meaning set forth in Section 5.01(b).
"Unpaid LIHTC Shortfall" means the outstanding amount of any LIHTC Shortfall for all the
fiscal years of the Partnership, reduced by any amounts of Unpaid LIHTC Shortfall distributed to the
Limited Partner pursuant to Article XI of this Agreement. The unpaid LIHTC Shortfall shall bear
interest at the "long-term applicable Federal rate" (as defìned in Section 1274 of the Code)
determined as ofthe date ofthe Limited Partner's Third Capital Contribution, compoundedmonthly.
"yEçÇ"means Virginia Housing Capital Corporation, a Virginia corporation and the

managing member of the Limited Partner.
"Withdrawins Limited Partner" means GPLP, LLC.
punpo sB eNn eu $ftILCJåJIIH E pARrxpnsup
3.01 Purpose of the Partnership. The Partnership has been organized exclusively to
acquire the Land and to develop, finance, construct, own, maintain, lease, operate and sell or
otherwise dispose of the Project, in order to obtain long-term appreciation, cash income, LIHTC and
tax losses. The Partnership will operate the Project in a manner that furthers the charitable purpose of
Central Virginia Housing Coalition, lnc. byproviding decent, safe, sanitary and affordablehousing
for low income persons and families. In the event of the conflict between the operation of the
Project in a manner consistent with such charitable purpose and any duty of the General Partner to
operate the Project in order to maximize profits for the Limited Partners, such charitable purpose
shall prevail; provided, however, that in operating the Project no decision shall bemade inconsistent
with the requirements of any Regulatory Agreement.
3.02Authoritv of the Partnership. In order to carry out its purpose, the Partnership is
empowered and authorized to do any and all acts and things necessary, appropriate, proper,
t7
advisable, incidental to or convenient for the furtherance and accomplishment of its purpose, and for
the protection and benefit of the Partnership, including but not limited to the following:
(a) acquire the Land on which the Project is to be located and any improvements
located thereon;
(b) construct, rehabilitate, operate, maintain, improve, buy, own, sell, convey,
assign, mortgage, rent or lease anyreal estate and anypersonal propertynecessaryto the operation of
the Project;
(c) provide housing, subject to the Minimum Set-Aside Test and the Rent
Restriction Test and consistent with the requirements of the Extended Use Agreement, the
Regulatory Agreement and the Loan Agreements so long as the Extended Use Agteement, the
Regulatory Agreement and the Loan Agreements, as applicable, remain(s) in force;
(d) enter into any kind ofactivity, and perform and carry out contracts ofany kind
necessary to, in connection with, or incidental to, the accomplishment of the purposes of the
Partnership;
(e) borrow money and issue evidences of indebtedness in furtherance of the

Partnership business and secure any such indebtedness by mortgage, pledge, or other lien; provided,
however, that unless otherwise specifically allowed under this Agreement or otherwise Consented to
by the Limited Partner, any Project Loans, and any evidences of indebtedness thereof and any
documents amending, modiffing or replacing any of such loans shall have the legal effect that at and
after Final Closing the Partnership and the Partners shall have no personal liability for the repayment
of the principal of or payment of interest on any Project Loan, and that the sole recourse of any
Project Lender, with respect to the principal thereof and interest thereon, shall be to the property
securing such Project Loan, except for any Carveouts;
(Ð maintain and operate the Project, including hiring the Managernent Agent
(which Management Agent may be any of the Partners or an Affiliate thereof) and entering into any
agreement for the management of the Project during its rent-up and after its rent-up period;
(g) subject to the approval ofthe Agency and/or the Project Lenders, ifrequired,
and to other limitations expressly set forth elsewhere in this Agreement, negotiate for and conclude
agreements for the sale, exchange, lease or other disposition of all or substantially all oftheproperty
of the Partnership, or for the refinancing of any mortgage loan on the property of the Partnership;
(h) enter into the Loan Agreement, the Regulatory Agreement and the Extended
Use Agreement, providing for regulations with respect to rents, profits, dividends and the disposition
of property;
18
(i) rent dwelling units in the Project from time to time, in accordance with the
provisions of the Code applicable to LIHTC and in accordance with applicable federal, state and
local regulations, collecting the rents therefrom, payrng the expenses incurred in connection with the
Project, and distribi¡ting the net proceeds to the Partners, subject to anyrequirements which may be
imposed by the Extended Use Agreement, the Regulatory Agreement and/or the othsr Project
Documents; and
(j) do any and all other acts and things necessary or proper in furtherance of the
Partnership business.
ARTICLE IV
REPRESENTATIONS. WARRANTIES AND COVENANTS I
DUTIES AND OBLIGATIONS
4.01 Reoresentations. Warranties and Covenants Relating to the Pro-iect and the
Partnership. As ofthe date hereof the General Partner hereby represents, warrants and covenants to
the Partne¡ship and to the Partne¡s that:
(a) Due Authorizations. Execution and Deliverv. The execution and delivery of
this Agreement by the General Partner and the performance by the General Partner of the
transactions contemplated hereby have been duly authorized by all requisite corporate, partnership or
trust actions or proceedings. The General Partner is duly organized, validly existing and in good
standing under the laws of the state of its formation with power to enter into this Agreement and to
consummate the transactions contemplated hereby.
(b) Construction of Project. The construction and development of the Project

shall be undertaken and shall be completed in a timely and workmanlike manner in accordance with
(i) all applicable requirements of the Project Loans and the Project Documents, (ii) all applicable
requirements of all appropriate govemmental entities, and (iii) the Plans and Specifications of the
Project that have been or shall be hereafter approved by the Limited Partner and, if required, the
Prdect Lenders and any applicable governmental entities, as such Plans and Specifications maybe
changed from time to time with the approval of the Limited Partner and the Project Lenders, if
required, and any applicable governmental entities, if such approval shall be required; it shall
promptly provide copies of all change orders to the Limited Partner.
(c) Zonine and Related Matters. At the date hereof, at the Initial Closing and at
the time of commencement of construction and thereafter continuously, the Land is and will be
properly zoned for the Project, all consents, permissions and licenses required by all applicable
govemmental entities have been obtained, and the Project conforms and will conform to all
applicable federal, state and local land use, zoning, environmental and other governmental laws and
regulations.
t9
(d) Plans and Specifications. The General Partner has sent to the Limited Partner
the Plans and Specifications (including, without limitation, all working drawings) and all
construction schedules, approved construction draws, certifications conceming occupancy, lien
notices, project inspection reports, proposed changes and modifications to the Plans and
Specifications, all documents pertaining to the Project Loan and any other information that is
relevant to the construction and development of the Project.
(e) PublicUtilities. All appropriatepublicutilities, includingsanitaryand storm

se\ryers, water, gas and electricity, are currently available and will be operating properly and in
sufficient capacity for the Project at the time of certificate of occupancy. The General Partner will
keep all such utilities operating in a manner sufficient to service the Project.
(Ð Title Insurance. An owner's title insurance policy of a financiallyresponsible

institution acceptable to the Limited Partner, in an amount equal to the principal amount of the
Project Loans and the Capital Contributions of the General Partner and the Limited Partner, in favor
of the Partnership, will be issued at or prior to the Initial Closing subject only to such easements,
covenants, restrictions and such other standard exceptions as are norrnally included in owner's title
insurance policies and which are Consented to by the Limited Partner and with such endorsements to
such policy as the Limited Partner may request. Good and marketable fee simple title to the Land
will be held by the Partnership. The General Partner has not made anymisrepresentation or failed to
make any disclosure that will or could result in the Partnership lacking title insurance coverage based
on imputation of knowledge of the General Partner to the Partnership or the General Partner's ability
to perform its obligations hereunder.
(g) Non-Recourse Loans. Except as otherwise provided herein and in Exhibit F,

at and after the Final Closing, there shall be no direct or indirect personal liability of the Partnership,
any of the Partners, or any Affiliates of the Partnership or Partners for the repayment of the principal
ofor payment ofinterest on any Project Loan, and the sole recourse ofany Project Lenderunder any
Project Loan with respect to the principal thereof and interest thereon shall be to the property
securing the indebtedness, except for any liability of the General Partner with respect to customary
"carveouts" that are set forth in loan documents relating to the Project Loans (the "Carveouts") to
which the Limited Partner has Consented. Notwithstanding anything to the contrary the Partners
consent that the construction Loan shall be recourse to the Partnership.
(h) No Defaults. The General Partner is not aware of any default or any
circumstances which, with the giving of notice or the passage of time, would constitute a default,
under any agreement, contract, lease, or other commitment, or of any claim, demand, litigation,
proceedings or governmental investigation pending or threatened against the General Partner, the
Project or the Partnership, or related to the business or assets of the General Partner, the Project or
Partnership, which claim, demand, litigation, proceeding or govefirmental investigation could result
in any judgment, order, decree, or settlement which would materially and adversely affect the
business or assets of the General Partner, the Project or Partnership.
20
(Ð No Violation. The execution of this Agreement, the incurrence of the
obligations set forth in this Agreement, and the consummation of the transactions contemplated by
this Agreement do not violate any provision of law, any order, judgment or decree of any court
binding on the Partnership or the General Partner or any Affiliate(s) thereof, any provision of any
indenture, agreement, or other instrument to which the Partnership or the General Partner ís a party
or by which the Partnership, General Partner or the Project is affected, and is not in conflict with, and
will not result in a breach of or constitute a default under any such indenture, agreement, or other
instrument or result in creating or imposing any lien, charge, or encumbrance of any nature
whatsoever upon the Project.
C) Construction Contract. The Construction Contract has been entered into

between the Partnership and the Contractor; no other consideration or fee shall be paid to the
Contractor in its capacity as the Contractor for the Project other than the amounts set forth in the
Construction Contract or as evidenced by change orders approved by the Project Lenders and as
otherwise disclosed in writing to and approved by the Limited Partner; and all change orders to date
have been paid in full. In addition, no consideration or fee shall be paid to the Developer or General
Partner by the Contractor.
(k) Performance Bond: Letter of Credit. Either (i) one hundred percent (100%)
payment and performance bonds issued by a nationally, financially recognized bonding company, in
forms acceptable to the Project Lenders and the Limited Partner, and in amounts satisfactoryto the
Project Lenders and the Limited Partner, or (ii) a letter of credit in an amount and in a form, and
from an issuer satisfactory to the Project Lenders and the Limited Partner, will be obtained by the
Contractor at or before Initial Closing and shall remain in full force and effect under terms and
conditions as shall be acceptable to the Project Lenders and the Limited Partner; in the alternative,
the obligations of the Contractor will be guaranteed by the General Partner and the Affiliate
Guarantors and secured by cash, letter of credit or other security acceptable to the Project Lenders
and the Limited Partner.
(l) lnsurance. The General Partner shall cause the Partnership to obtain and
maintain insurance in accordance with the requirements of Exhibit I attached hereto.
(m) No Undisclosed Financial Responsibilities. Neither the Partnership, nor the

General Partner, either individually or on behalf of the Partnership, has incurred any financial
responsibility with respect to the Project prior to the date of execution of this Agteernent, other than
(Ð that disclosed to the Limited Partner, or (ii) obligations which will be fully satisfied at orpriorto
the Initial Closing. As of the date hereof and hereafter continuously, unless the Limited Partner
otherwise Consents or unless otherwise specifically provided for herein, the only indebtedness of the
Partnership with respect to the Project are the Project Loans, if any, described on Exhibit F.
Without limiting the generalify of the foregoing, neither the General Partner, any ofits Affiliates nor
the Partnership, has entered, or shall enter, into any agreement or contfact for any loans (other than
the Project Loan) or for the payment of any Project Loan discounts, additional interest, yield
2t
maintenance or other interest charges or financing fees or any agreement providing for the guarantee
of payment of any such interest charges or financing fees relating to any Project Loan.
(n) Valid Partnershipl Power ofAuthoritv. The Partnership is and will continue
to be a valid limited partnership, duly organized under the laws of the Commonwealth of Virginia,
and shall have and shall continue to have full power and authority to acquire the Land and to
develop, construct, operate and maintain the Pmject in accordance with the terms ofthis Agreement,
and shall have taken and shall continue to take all action under the laws of the State of Formation
and any other applicable jurisdiction that is necessary to protect the limited liability of the Limited
Partners and to enable the Partnership to engage in its business.
(o) Restrictions on Sale or Refinancinq. No restrictions on the sale or refinancing

of the Project, other than restrictions that may be set forth in the Project Documents, exist as of the
date hereof, and no such restrictions shall, at any time while the Limited Parlner is a Limited Partneq
be placed upon the sale or refinancing of the Project'
(p) Proiected LIHTC. The Projected LIHTC applicable to the Project is $75,000
for 2009, $180,000 for each year 2070 through 2018, and $105,000 lor 2019 which equals the
amount of the LIHTC which the General Partner has projected will be available to the Partnership.
(q) Compliance with Apreements. To the best ofits knowledge after due inquiry,
the General Partner, either individually or on behalf of the Partnership, has fully complied with all
applicable provisions and requirements of any and all contracts, options and other agreements with
råspect to ihe purchase of the Land and the development, financing and operation of the Project; it
shál| take, and/or cause the Partnership to take, all actions as shall be necessary to achieve and
maintain continued compliance with the provisions, and fulfill all applicable requirements, of such
agreements.
(r) StateDesigration. The Partnership received a valid State Designation with

respect to the Project in the amount of not less than $1,800,000 for the Project's ten-year Credit
Period on December 14,2407.
(s) Applicable Income and Rent Restrictions. The Project is being developed in
a manner which satisfies, and shall continue to satisfy, all restrictions, including tenant income and
rent restrictions, applicable to projects generating LIHTC under Section 42 of the Code. The
Partnership will complywith the so-called "40-60 Set-Aside Test" of Code Section a2(gxlXB), as
restricted by Code Section 42(1)(2\(E)(i) so that at least 40o/o of the units in the Project will be
occupied by individuals with incomes of 60% or less of area median income, as adjusted for family
size; the Project is not subject to any other rental restrictions under the Project Documents except to
the extent that more tha¡- \o/oof the residential units in the Project will be rent and income restricted
in order to generate the full amount of the Projected Credits.
22
(t) Term of Extended Use Agreement. The term ofthe Extended Use Agreement
will not exceed 40 years and neither the Extended Use Agreement nor any other document,
instrument or agreement to which the Partnership is a party shall restrict, limit or waive the right of
the Partnership to cause a termination of the Extended Use Agreement prior to the end of such 40-
year term in accordance with Code Section a2ftX6XEXiXII).
(u) Ownership of General Partner. Central Virginia Housing Coalition, Inc., Inc.
owns and shall continue to own at all times during the term of the Partnership one hundred percent
(100%) of all classes of interests of the General Partner'
(v) Title to Proiect: Taxes and Assessments. The Partnership has and shall have
at all times good and marketable title to the Project, subject only to permitted exceptions thereto to
which the Limited Partnerhas given its Consent. All real estate taxes, assessments, waterand sewer
charges and other municipal charges, to the extent due and owing, have been paid in full on the
Project.
(w) Taxpayer Certifications. On behalf of the Partnership, the General Partner

will cause to be filed any and all certifications and other documents on a timely basis with the IRS,
the Agency and atl other Authorities, as have been and may be required to support the full amount of
Projected Credits.
(x) Taxation and Limited Liability. No event has occurred that has caused, and
the General Partner will not act in any manner that will cause (i) the Partnership to be treated for
federal income tax purposes as an "association" taxable as a corporation, rather than as a partnership;
or (ii) the Limited Partner or the Special Limited Partner to be liable for the Partnership's obligations
in excess of its Capital Contributions.
(V) No Tax-Exempt Use Propertv. No portion of the Project is or will be treated

as "tax exempt use property" as defined in Section 168(h) of the Code. ln the event the General
Partner or any member or shareholder of the General Partner is controlled by a tax-exempt entity,
such entity will make the election permitted under Section 168(hX6XF) of the Code. The General
Partner shall not allow the Partnership to enter into any lease with a tax-exempt entity without the
prior written approval of the Special Limited Partner.
(z) No Abusive Tax Shelter. The General Partner has not received notice from
the IRS that it has considered the General Partner to be involved in any abusive tax shelter and is not
aware of any facts, which if known to the IRS, would cause such notice to be issued.
(aa) Required Consents; No DefaultsUndsrþanDocuments. ThePartnershiphas

obtained all consents required for the admission ofthe Limited Partner to the Partnership, including
but not limited to, the consent of the holder(s) of the Project Loans, if necessary, and any required
consents of applicable Authorities.
23
(ab) Bankruptcy. No Bankruptcy, including, without limitation, attachments,
execution proceedings, assignments for the benefit of creditors, insolvency, reorganizalionor other
proceedings are pending or threatened against the Partnership or the General Partner. The General
Partner will not permit such a Bankruptcy to occur.
(ac) Governmental Actions. To the best of the General Partner's knowledge, there
is no official action of any Authority, pending or th¡eatened, which in any way would (i) have a
material adverse effect on the Partnership, the Project, the Limited Parhrer or the LIHTC; (ii) involve
any intended public improvements which improvements may result in any charge in excess of
$10,000 being levied against the Land; or (iii) any special assessment, being levied against or
assessed upon the Land or the Project. There is no existing, proposed or contemplated, plan to
widen, modifu or realign any street or highway contiguous to the Land. The General Partner will
promptly notifu the Limited Partner of any such official actions or plans, if and as they arise.
(ad) Moratoria: Assipnments: Dedications. There is no reassessment (except for

real estate property taxes), reclassification, rezoning, proceeding, ordinance or regulation (including
amendments and modifications to any of the foregoing) pending orproposed to be imposed, by any
Authority or any public or private utility having jurisdiction over the Land which would have a
material adverse effect upon the use or occupancy of the Project- No special assessments have been
levied against the Project or by an Authority upon the commencement or completion of any
construction, alteration or rehabilitation on or of the Project or any portion thereof. The General
Partner will promptly notifu the Limited Partner of any such actions, if and as they arise. Except as
previously disclosed in writing to and approved by the Limited Partner, the completion of the
improvements, alteration or rehabilitation on or to the Project or any portion thereof will not require
the dedication of any portion of the Project by any Authority.
(ae) No Defeq[g. Compliance. Upon completion of the Project, there will be no

material physical or mechanical defects or deficiencies in the condition of the Project, including but
not limited to, the roofs, exterior walls or structural components of the Project and the heating, air
conditioning, plumbing, ventilating, elevator, utility, sprinkler and othermechanical and electrical
systems, apparatuses and appliances located in, or about, the Land which would materially and
adversely affect the Project or any portion thereof, The Project is free from infestation by termites or
other pests, insects, animals or other vermin and the General Partner will keep it so. The Project
conforms (or will timely conform) to all governmental regulations, including, without limitation, all
zoning, building, health, fire and environmental rules, regulations ordinances or requirements or
environmental laws, regulations or procedures applicable to the Project where the failure to conform
would result in a material adverse effect.
(aÐ No Defective Soils Conditions. To the best ofthe General Partner's knowledge
after due inquiry, there are no defects or conditions of the soil that would have a material adverse
effect upon the use, occupancy and operation ofthe Project. The soil condition ofthe Land is such
that it will support all of the improvements to be located thereon for its foreseeable life, without the
need for unusual or new subsurface excavations, fill, footings, caissons or other installations. The
24
improvements on the Land, as built, will be or are constructed in a manner compatible with the soil
condition at the time of construction and all necessary excavations, fills, footings, caissons and other
installations were then, have since been and will be provided.
(ag) RighLs of First Refusal: Options. Except as contemplated by the Right of First
Refusal Agreement set forth in Exhibit,L attached hereto, neither the General Partner nor the
Partnership has entered into (nor will enter into) any contracts for the sale ofthe Project, the LIHTC
with respect thereto, or any interest in the Project or Partnership other than in contemplation ofthis
Agreement, nor do there exist anyrights of frrst ¡efusal or options to purchase the Project, the LIHTC
with respect thereto, or any interest in the Partnership.
(ah) Securities Law Compliance. The General Partner has or will have timely
complied or cause the timely compliance with all applicable Federal and state securities laws in
connection with the offer and sale of the interest in the Partnership to the Limited Partner.
(ai) Truth and CorBpleteness of Representations and Disclosures. No

representation, warranty or statement of the General Partner in this Agreement or in any document,
certificate or schedule fumished or to be furnished to the Limited Partner pursuant hereto contains or
will contain any untrue statement of a material fact or omits or will omit to state a material fact
necessary to make the statements or facts contained therein not misleading. All material information
concerning the Project known to the General Partner or any of its Affiliates, or which should have
been known to any of them in the exercise of reasonable care, has been disclosed by the General
Partner to the Limited Partner and there are no facts or information known to the General Partner or
any of its Affiliates, or which should have been known to any of them in the exercise of reasonable
care, which would make any of the facts or information submitted by the General Partner to the
Limited Partner with respect to the Project inaccurate, incomplete or misleading in any material
respect.
(aj) Compliance with Fair Housing Act. At all times during the term of this
Agreement, the Partnership shall comply with the provisions of the Fair Housing Act, as amended,
(ak) Lenders to Pro-iect Entities Generallv. Subject to provisions ofthis Agreement

with respect to related party loans, a limited partner or member-including without limitation the
Federal Home Loan Mortgage Corporation (such limited partner ormemberbeing referred to herein
as a 'oMortgagee") in any entity that is a Partner herein at any time may make, guarantee, own,
acquire, or otherwise credit enhance, in whole or in part, a loan secured by a mortgage, deed oftrust,
trust deed, or other security instrument encumbering the Project owned by the Partnership (any such
loan being referred to as a "Mortgage Loan"). Under no circumstances will a Mortgagee be
considered to be acting on behalf or as an agent or the alter ego of such Partner. A Mortgagee may
take any actions that the Mortgagee, in its discretion, determines to be advisable in cormection with a
Mortgage Loan (including in connection with the enforcement of a Mortgage Loan). By acquiring an
interest in the Partnership, each Partner acknowledges that no Mortgagee owes the Partnership or any
Partner any fiduciary duty or other duty or obligation whatsoever by virtue of such Mortgagee being
25
a limited partner or member in a Partner. Neither the Partnership nor any Partner will make any
claim against a Mortgagee, or against the Partner in which the Mortgagee is a partner ormember,
relating to a Mortgage Loan and alleging any breach of any fiduciary duty, duty of care, or other duty
whatsoever to the Partnership or to any Partner based in any way upon the Mortgagee's status as a
limited partner or member of a Partner
(al) Partner Loans. No Partner or any Affiliate of a Parûrer shall make or purchase
a loan to the Partnership unless the Partnership receives an opinion of competent tax counsel to the
effect that such loan will have no adverse tax consequences to any of the Partners.
(am) Fannie Mae Financine. With respect to (i) any debt or bond financing (ii) any
other loan or financial assistance, (iii) any credit support, guarantee or loss sharing arrangement, (iv)
any other credit support or enhancement, or (v) any deed of trust, mortgage, security interest, or other
collateral lien directly or indirectly related to or for the benefit of the Partnership or any Project
(collectively the "Financing"), the General Partner covenants and agrees that it shall obtain the prior
written consent of the Limited Partner prior to (1) obtaining any Financing directly or indirectly
provided by or in any way related to or involving Fannie Mae ("Fannie Mae Finàncing") and (2)
providing any consent to the sale, assignment, transfer or conveyance of any Financing (or any
interest therein) by the lender to Fannie Mae, or inclusion of such Financing (or any interest therein)
by such lender in a pool of loans to be sold, assigned, transferred or conveyed to Fannie Mae
(collectively, "Fannie Mae Refinancing"). In connection with its request for the Limited Partner's
consent, the General Partner shall provide a written opinion of tax counsel concluding that such
Fannie Mae Financing or Fannie Mae Refinancing, as applicable, will not result in any reallocation
of LIHTC, Losses or other tax benefits among the Partners ofthe Partnership orthe members of the
Limited Partner. Further, the General Partner covenants and agrees that all documents for any
Financing must require the prior written consent of the General Partner to any Fannie Mae
Refinancing.
(an) Development Budeel. The Development Budget attached hereto as Exhibit H

is accurate and complete. The assumptions underlying the calculations therein are reasonable and
based upon the General Partner's knowledge and experience.
(ao) Reportable Transactions. The Partnership and its Partners shall be permitted
to disclose to any and all Persons, without limitation of any kind, the "tax treatment and tax
structure" (as defined in Treasury Regulation Section 1.601 1-a(c)) of the transaction contemplated
by this Agreement and all materials of any kind (including opiníons or other tax analyses) relating to
such tax treatment and tax structme. The General Partner shall promptly notiff the Limited Partner
of any'oreportable transaction" under TreasuryRegulation Section 1.6011-4 in which the Partnership
shall engage or which it reports under Code Section ó I 1 1 . The General Partner shall be responsible
for its expenses or penalties attributable to its failure to report a reportable transaction or maintain
lists (in accordance with Code Section 6112) as required by the General Partner or the Partnership
under the Code and applicable Treasury Regulations. Material advisors are required to supplement
information disclosed to the IRS if the information provided in a filed disclosure is not longer
26
accurate, in such instances, the General Partner agrees to provide timely supplemental information
about the Project to the IRS and the lnvestor.
(ap) Reasonable¡ess of Fees. All fees to be paid to the General Partner or any
Affiliate of the General Partner hereunder or otherwise in connection with the development of the
Project are reasonable in amount and consistent with standard practice in the industry.
(aq) REAC and HUD Reports. The General Partner shall advise the Limited
Partner of any REAC (Real Estate Assessment Center) inspection reports it receives with respect to
the Project as well as any notices from HUD indicating any adverse findings with respect to the
Project, including, but not limited to, the following:
(Ð management review findings;
(iÐ Section I HAP contract violations; and
(iiÐ HUD Regulatory Agreement violations.
(aÐ Governmental Review and Approvals/[IUD 2530 Lêfrguage. The Partnership

shall not acquire or proceed with the development of the Project unless approval is obtained from
HUD if such approval is required in connection with such development or acquisition. If the
acquisition or development of the Project necessitates the filing of a Form 2530 Previous
Participation Certificate with HUD (a "Previous Participation Certification"), the General Partner
shall so notifo the Limited Partner and such acquisition or development shall not proceed without the
required Form 2530 filing. The General Partner shall also provide adequate information to the
Limited Partner to enable any of its members to file any additional documents that maybe required
by HUD. Such information shall include but not be limited to the following:
(i) type of financing and govemmental agencyproviding such assistance, FHA

project number, Section 8 contract number or other agency identification number (if
any);
(iÐ closingdate/dateofreceiptofassistance;
(iiù date that the Project is intended to be acquired and/or the development is to be
financed by the Partnership;
(iv) property address and last inspection date/rating;
(v) status ofany pre-existing loan on the project (cunent, defaulted, assigned or
foreclosed) and ifever defaulted, an explanation as to the causes ofsuch default/foreclosure.
(as) Intentionallv Deleted.

27
(aÐ Survival of Representations and Warranties. All of the representations,
warranties and covenants contained herein shall be deemed to be re-made as of the date of each
Capital Contribution made by the Limited Partner and shall survive the date ofFinal Closing and the
funding date of each such Capital Contribution. The General Partner shall indemnify and hold
harmless the Limited Partner against a breach of any of the foregoing re,presentations, warranties and
covenants and any damage, loss or claim caused thEreby, including reasonable attomeys' fees and
costs and expenses of litigation and collection.
4.02 Duties and Oblisations Relatine to the Project and the Partnership. The General
Partner shall have the following duties and obligations with respect to the Project and the
Partnership:
(a) Qualifuingfor LIHTC. It shall ensure that all requirements shall be met which
are necessary to obtain or achieve (i) compliance with the Minimum Set-Aside Test, the Rent
Restriction Test, and any other requirements necessary for the Project to initially qualify, and to
continue to qualifu, for LIHTC, including all applicable requirements set forth in the Regulatory
Agreement and the Extended Use Agreement, (ii) issuance of IRS Form(s) 8609 with respect to the
LIHTC, (iii) issuance of all necessary permanent, unconditional certificates of occupancy, including
all governmental approvals required to permit occupancyofthe Project, and (iv) Initial Closing and
Final Closing.
(b) Tax Treatment of Partnership. While conducting the business of the

Partnership, the General Partner shall not act in anymannerwhich it knows or should have known
after due inquiry will (i) cause the termination of the Partnership for federal income tax purposes
without the Consent of the Limited Partner or (ii) cause the Partnership to be treated for federal
income tax purposes as an association taxable as a corporation.
G) Securíties Law Matters. The General Partner shall prepare and timely file all
appropriate reports for the Partnership with the Securities and Exchange Commission and state
securities administrators.
(d) Limited Partnership Stafus. The General Partner shall (i) file such certificates
and do such other acts as may be required to qualify and maintain the Partnership as a limited
partnership under the Act and to qualify the Partnership to transact business in all such other
jurisdictions as may be required under the applicable provisions of law, and (ii) take or cause the
Partnership to take all reasonable steps deemed necessary by counsel to the Partnership to assure that
the Partnership is at all times classified as a partnership for federal income tax purposes.
(e) Good Faith of General Partner. It shall exercise good faith in all activities
relating to the conduct of the business of the Partnership, including the development, operation and
maintenance of the Project, and the General Partner shall take no action with respect to the business
28
and property of the Partnership which is not reasonably related to the achievement of the purpose of
the Partnership.
(Ð No Securitv Interests or Engumbrances. The General Partner shall ensure that

all of (i) the fixtures, maintenance supplies, tools, equipment and the like now and to be owned by
the Partnership or to be appurtenant to, or to be used in the operation ofthe Project, as well as (ii) the
rents, revenues and profits eamed from the operation of the Project, will be free and clear of all
security interests and encumbrances except for the Project Loans, the Mortgages, and any additional
security agreements executed in connection therewith.
(g) Basis Adjustments. It will execute onbehalfofthePartnership all documents

necessary pursuant to Sections 732, 743 and 754 of the Code to elect to adjust the basis of the
Partnership's property upon the request of the Limited Partner, if, in the sole opinion of the Limited
Partner, such election would be advantageous to the Limited Partner.
(h) Pay.ment ofDevelopment Fee. It guarantees paymentbythe Partnership ofthe

Development Fee as provided in Section 5.01(b).
(i) Tax Returns and Financial $tatements. It shall, during and after the period in
which it is a Partner, provide the Partnership with such information and sign such documents as are
necessary for the Partnership to make timely, accurate and complete submissions offederal and state
income tax retums and shall provide the Limited Partner with the opportunityto review and Consent
to drafts of all such retums at least twenty (20) days prior to their filing date, and will incorporate the
changes of the Limited Partner. In addition, the General Partner shall provide the Limited Partner
with the opportunity to have not less than twenty (20) days to review drafts of audited financial
statements prior to their finalization and will incorporate the changes of the Limited Partner.
1j¡ Compliance with Govemmental and Contractor Obligations. It shall comply

and cause the Partnership to comply with the provisions of all applicable governmental and
contractual obli gations.
(k) Tax Elections. It has made (if applicable) and shall make such elections, or
refrain from making such elections, with respect to the LIHTC, as are necessary to achieve and
maintain the maximum allowable LIHTC to the Limited Partner, unless otherwise directed in writing
by the Limited Partner.
0) Fines and Penalties. It shall be responsible for the payment of any fines or
penalties imposed by any applicable goverrìmental authority or any Project Lender pursuant to the
Project Documents and any documents executed in connection with obtaining the LIHTC (other than
with respect to payments ofprincipal or interest under any Project Loan) attributable to any action or
inaction of it or its Affiliates.
29
(m) Notificatiorlof Defauit or IRS Proceedines. It shall immediately notify the
Limited Partner of any written or oral notice of (i) any default or failure of compliance with respect
to any of the Project Loans or any other financial, contractual or governmental obligation of the
Partnership or the General Partne¡ or (ii) any IRS proceeding regarding the Project or the
Partnership.
(n) Notification of Construction Delays. If at any time during the construction or

rehabilitation ofthe Project, (i) construction or rehabilitation stops or is suspended for aperiod often
( I 0) consecutive days, or (ii) construction or ¡ehabilitation has been delayed so that in the reasonable
determination of the General Partner (A) Substantial Completion may not be achieved by the date set
forth in the Construction Contract, or (B) the Projected Credits for any year during the Credit Period
may not be achieved, the General Partner shall immediately send Notice of such occutrence, together
with an explanation of the circumstances surrounding such occurrence, to the Limited Partner.
(o) Bank Accounts. The General Partner shall establish in the name and on behalf
of the Partnership such bank accounts as shall be required to facilitate the operation of the
Partnership's business. The Partnership's funds shall not be commingled with any other funds ofthe
General Partner or any of its Affiliates, including, without limitation, any other limited partnership in
which the General Partner is a general partner. Promptly upon the request ofthe Limited Partner, the
General Partner shall obtain and deliver to the Limited Partner full, complete and accurate statements
of the amount and status of all Partnership bank accounts and all withdrawals therefrom and deposits
thereto.
(p) .$-ales Notice to Stalg_Agency. If necessary to obtain, maintain or avoid

recapture of any LIHTC for the Partnership, upon written request of a Limited Partner, the General
Partner shall, pursuant to Section a2$)(6) of the Code, submit on behalf of the Partnership and its
Partners a written request to the Agency (or other applicable housing credit agency) to find a Person
to acquire the Project pursuant to a Qualified Contract.
(q) Reserve Fund for RepJacements. It shall establish and maintain a segregated
replacement reserve, acceptable to the Special Member, to provide for
in a lending institution
working capital needs, improvements, replacements and any other contingencies of the Partnership.
At a minimum, the General Partner shall cause the Partnership to annually deposit into a segregated
reserve account, commencing upon Final Closing, $300 per month from the Partnership's gross
operating revenues into the Reserve Fund for Replacements ("lnitial Amount"). Thereafter, the
General Partner shall, each year, further fi¡nd the Reserve Fund forReplacement with an additional
amount equal to the Initial Amount increased at a compounded rate of 3olo per annum. Withdrawals
from the Reserve Fund for Replacernents shall require the consent and signature of the Limited
Partner. The General Partner shall not increase the amount in the Reserve Fund for Replacements
materially above the amount required to be maintained by this Section 4.02(q) without the consent of
the Limited Partner or the Special Limited Partner, which consent shall not be unreasonably
withheld. Notwithstanding anything to the contrary in this Section 4.02(q),however, the amount of
the Reserve Fund for Replacements shall be increased if necessary to satisfy the requirements of any
30
üeditor of the Partnership or any federal, state or local governmental agency or similar authority
having jurisdiction over the Project.
(r) Operating Reserves. In addition to the requirements of Section 4.02 (q), in

order to meet operating expenses of the Partnership which exceed operating income available for the
payment thereof, the General Partner shall cause the Partnership to deposit an initial amount of
$50,000 (or such greater amount as maybe required by the Project Lenders) into a segregated reserve
account in a lending institution acceptable to the Special Limited Partner (the "Operating Reserve")
to fund operating expenses and debt service in excess of operating revenues and to pay any Unpaid
Fee, as that term is defined in Paragraph 5.01(b) hereof. The initial $20,000 of the Operating
Reserve shall be funded on or before the Final Closing from the Fourth Capital Contribution and/or
the proceeds of the Project Loan; provided, however, that if there are insufficient funds from the
aforementioned sources upon Final Closing. The remaining deposit into the Operating Reserve shall
be in the amount of $30,000 and shall be funded form the Fifth Capital Contribution and/or the
proceeds of the Project Loans. If there are insufficient funds to make any of these deposits, the
General Partner shall be required to fund the Operating Reserve from its own funds. Disbursements
from the Operating Reserve for the aforementioned purposes shall constitute GP Loans by the
General Partner only to the extent of amounts funded by it into the Operating Reserve pursuant to the
previous sentence. Additionall¡ the General Partner shall cause the Partnership to deposit into the
Operating Reserve amounts sufficient to maintain a balance of $50,000. Withdrawals from the
Operating Reserve shall require the prior approval of the Special Limited Partner.
(s) Lease-Up Reserve. By the time of certificate of occupancy, but no later than
the Third Installment of Capital Contribution, the General Partner shall establish and cause the
Partnership to fund and maintain a lease-up reserve (the "Lease-Up Reserve") in the name of the
Partnership and maintained in a segregated Partnership account established for this purpose. The
amount of the Lease-Up Reserve shall be $ 15,000. Withdrawals from the Lease-up Reserve account
shall require the consent and signature of the Limited Partner. At such time as the Project Property
shall have achieved and maintained for a period of at least three months at least 95olo occupancy
(measured by both physical occupancy and "paid" occupancy based upon the then current rents for
apartment units), any unused portion ofthe Lease-up Reserve will be paid to the General Partner (or
the nominee if so directed by the General Partner) as a construction period management incentive fee
("Construction Period Management Incentive Fee").
(t) Pre-Development Activities. The General Partner shall be specifically and

solely responsible for the following duties:
(1) Analyzing the Qualified Allocation Plan ("QAP") for targeted areas
within a state.
(2) Identiffing potential land sites.
(3) Analyzing the demographics of potential sites.
31
(4) Analyzing a site's economy and forecast future growth potential.
(5) Determining the site's zoningstatus and possible rezoning actions.
(6) Contacting local govemment officials conceming access to utilities,

public transportation, impact fees and local ordinances.
(7) Performing environmental tests on selected sites.
(S) Negotiating the purchase of the land upon which the Project is located
and its related financing.
(9) Performing any other duties or activities relating to the acquisition of

the land upon which the Project is located.
4.03 Single Purpose Entity. The General Partner shall engage in no other business or
activity other than that of being the General Partner of the Partnership. The General Partner was
formed exclusively for the purpose of acting as the General Partner ofthe Partnership and has never
engaged in any other activit¡ business or endeavor. As of the date of this Agreement, the General
Partner has no liabilities or indebtedness other than its liability for the debts of the Partnership, and
the General Partner shall not incur any indebtedness other than its liability for the debts of the
Partnership. If the General Partner determines it needs additional funds for any purpose, it shall
obtain such funds solely from capital contributions from its shareholders or members. The General
Partner has observed and shall continue to observe all necessary or appropriate corporate formalities
in the conduct of its business. The General Partner shall keep its books and records separate and
distinct from those of its shareholders, members and affiliates. The General Partner shall clearly
identifu itself as a legal entity separate and distinct from its shareholders, mernbers and its affiliates
in all dealings with other Persons. The General Partner has been adequately capitalized for the
purposes of conducting its business and will not make distributions at a time when it would have
unreasonably small capital for the continued conduct of its business.
p
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AND OBLIGATIONS OF THE PARTNERSHIP.
5.01 Partners: Capital Contributions: Partnership Interests.
(a) Initial General Partner Contribution. The General Partner, its principal
address or place of business, its Capital Contribution and its Percentage Interest are as follows:
(i) Name and Address:
32
CVHC Colonial Heights Apartments, Inc.
208 Hudgins Road
Fredericksburg, VA 22408
(ii) Capital Contribution: The General Partner has made a capital contribution of
the Project land valued at $81,388, plus all of its rights, title and interest in, to and under all
agreements,licenses, approvals, permits, LIHTC applications and allocations and anyothertangible
or intangible personal property which is related to the Project or which is required to permit the
Partnership to pursue its business and carry out its purposes as contemplated in this Partnership
Agreement.
(iiÐ Percentage Interest: 0.009%
(b) General Partner's Special Capital Contribution. In the event that the
Partnership has not paid all or part of the amounts due under the Development Agrcement ("Unpaid
Fee") on or before the earlier of (i) the thirteenth (13th) anniversary of placement in service of the
Project, or (ii) the date required under the Development Agreement, the General Partner shall
contribute to the Partnership an amount equal to any such Unpaid Fee (the "General Partner's Special
Capital Contribution") and the Partnership shall thereupon make a payment in an equal amount to the
Unpaid Fee; provided, however, that prior to the making of the General Partner's Special Capital
Contribution, funds in the Operating Reserve maybe used to paythe Unpaid Fee, subject to approval
by the Limited Partner, and after application of the approved portion of the Operating Reserve, any
remaining Unpaid Fee shall be paid using the General Partner's Special Capital Contribution.
(c) Limited Partners. The Limited Partner and the Special Limited Partner,
respectively, their principal officer and places of business and Percentage Interests are as follows:
(Ð The Limited Partner, its principal office and place of business, and its
Percentage Interest are as follows:
Housing Equity Fund Capital Contribution of the Limited Partner 99.99%

of Virginia XI, L.L.C. is as set forth in subparagraph (d) immediately
1840 West Broad Street below,
Richmond, Virginia 23220 as increased for purposes of the Partnership's books
of account by the amount of the Development
Advisory Fee and Capitalized Bridge Loan Interest
allocable to the Class A Limited Partner, also as set
forth in subparagraph (d) immediately below
(ii) The Special Limited Partner, its principal office and place of business, its
Percentage Interest and its Capital Contribution are as follows:
Virginia Affordable Housing $10.00 .00r%

Management Co¡poration
1840 West Broad Street
Richmond, Virginia 23220
(d) Limited Partner Capital Contributiqns. Subject to the provisions of this

Agreement, including, without limitation, the provisions of Sections 5.01(e) and 5.03, the Limited
Partner shall be obligated to make Capital Contributions to the Partnership in the amount of One
Million Six Hundred Twenty Thousand and Noi 1 00 Dollars ($ I ,620,000) payable in installments as
follows. However, in addition to such Contributions, the Capital Contributions of the Limited
Partners shall be deemed to include, and their respective Capital Accounts shall so reflect, each
Limited Partner's allocable share of such Development Advisory Fee plus each Limited Partner's
allocable share of Capitalized Bridge Loan Interest as determined by the Accountants in consultation
with each Limited Partner.
(Ð First Capital Contribution. The amount of the first Capital Contribution shall
be Two Hundred Fifty Thousand and No/l00 Dollars ($250,000). After satisfaction of all of the
conditions set forth below, and review and approval of the items described below, the Limited
Partner shall make the First Capital Contribution. A portion ofthe First Capital Contribution in the
amount of $28,000 shall be used to pay the Limited Partner Due Diligence Costs; the balance of the
First Capital Contribution shall be used to pay for approved costs ofthe development of the Project.
(A) TltJe Policv. The title insurance company shall have issued the Partnership's title
policy in an amount equal to the acquisition and development cost of the Project,
showing the Partnership as owner of fee simple title to the Land and subject to only
such exceptions as are acceptable to the Limited Partner, and containing fairways,
non-imputation, creditors'rigþts, zoning, survey, access, tax parcel and such other
endorsements as the Limited Partner may require;
(B) Environmental Matters. The Limited Partner shall have received a report satisfactory
to the Limited Partner confirming no material adverse environmental conditions;
(C) Leeal Opinion. The Limited Partner shall have received a legal opinion as set forth
in Section 5.04;
(D) Permanent Financinq. The Limited Partner shall have received copies of all
commitment letters or agreements from all of the Partnership's anticipated financing
sources, in form and substance acceptable to the Limited Partner, necessary to meet
the Partnership's financial needs for the Project;
(E) Survey. The Limited Partner shall have received and approved an ALTA Survey,
dated no more than ninety (90) days prior to the date of funding;
34
(F) Plans and Specifrcations. The Limited Partner shall have received and approved
Plans and Specifications for the Project;
(G) Pe-rmits. The Limited Partner shall have received a copy of all permits and licenses
required for the construction and rehabilitation of the Project, issued by the
appropriate governmental authorities;
(H) Construction Financine. Evidence that all construction financing proceeds are
available, including copies of all executed construction financing documents;
(Ð Credits. Evidence from the Agency that the project will qualify for annual LIHTC of
at least $180,000;
(J) Construction Contract. The general construction contract, in form and substance
acceptable to the Limited Partner and with a fixed price or maximum upset price
acceptable to the Limited Partner, and with a general contractor reasonably
acceptable to the Limited Partner;
(K) Financials. Current financial statements oftheDeveloper, verification ofbackground

information to be provided to the Limited Partner by the General Partner and there
having been no changes ìn the tax laws or treasury regulations or pronouncements or
interpretations of existing tax issues that would materially and adversely affect the
Limited Partner's investment in the Partnership;
(L) Other Documentation. The Limited Partner shall have received such other
documentation as it may reasonably request to satisff its due diligence requirements
including, without limitation, (i) those documents listed on the Limited Partner's
closing checklist, a copy of which has been previously delivered to the General
Partner; (ii) the Post Closing Obligations, if any, as set forth on sþjs attached
hereto; and (iii) such additional items requested by the Limited Partner to otherwise
verify the accuracy of the representations and warranties and compliance with the
covenants, duties and obligations set forth in-Article [V-
(ii) Secold Çapital Contribution. The amount of the Second Capital Contribution
shall be Three Hundred Fifty Thousand and No/l00 Dollars ($350,000). After satisfaction of all of
the conditions set forth below, and review and approval bythe Limited Partner ofthe items described
below, the Limited Partner shall make the Second Capital Contribution in the manner set forth
below, to pay down the balance of the Construction Loan and the temainder, if any, to pay for the
costs of construction or rehabilitation of the Project:
(A) First Capital Contribution Paid. The occurrence ofthe Limited Partner's First Capital
Contribution;
35
(B) Swom Statements. The Limited Partner shall have received a written request for an
advance from the General Partner in form satisfactory to the Limited Partner,
accompanied by current owner's and contractor's sworn statements;
(c) General Partner's Certificate. The Limited Partner shall have received a certificate
from the General Partner that the representations, warranties and covenants in
Sections 4.01 and 4.02 are true and accurate as of the date of the proposed Second
Capital Contribution, that the Partnership has obtained all consents required to admit
the Limited Partner to this Partnership, including but not limited to any required
consents of the Project Lenders and applicable Authorities, and that the General
Partner and the Partnership are not in default of any of their obligations hereunder
and under the Project Documents as of the date of the proposed Second Capital
Contribution;
(D) Phvsical Inspection. A construction consultant selected by the Limited Partner shall
have prepared a physical inspection report and certified that 50Yo ofthe construction
.work has been completed and certified that the amount requested by the General
Partner is in accordance with the labor and materials in place;
(E) Title Policy. The title insurance company shall have issued: (1) a "date down
endorsement to the title policy extending the effective date of the title policy to the
date of funding and showing no exceptions to the title other than the exceptions
reflected on the title policy as of Initial Closing, except as shall be acceptable to the
Limited Partner; (2) anendorsement affording mechanics lien coverage; and (3) such
other endorsements as the Limited Partner may reasonably require;
(F) Environmental Matters. The General PartnershallhaveprovidedtheLimitedPartner

(i) evidence that the construction of the Project did not result in the filling or
disturbance of any wetlands and that.any actions recommended to be taken which
were contained in any environmental assessment reports prepared in conjunction with
the development of the Project have been appropriately completed in a manner that
fully complies with such recommendations and all laws, regulations, ordinances,
orders or decrees pertaining to environmental matters; and (ii) evidence that radon
gas is not present in any of the apartment units at a level above the recommended
permitted safe level as determined by the Environmental Protection Agency ot any
other applicable governmental authority, or if such radon is present, then evidence of
remediation acceptable to Limited Partner (the "Radon Remediation");
(c) Carrvover Cost Certification. Receipt a copy of the cost certification the Company or
Affiliate Guarantor delivered to the Virginia Housing Development Authority in
connection with the carryover of LIHTC, with copies of all invoices and backup
information; and
36
(H) Other Documentation/Flood ]¡surance. The Limited Partner shall have received such
other documentation as it may reasonably request to verify the accuracy of the
representations and warranties and compliance with the covenants, duties and
obligations set forth in Article IV, including without limitation, evidence of
acceptable flood insurance for the Project.
(iii) Third Capital Contributioq. The amount oftheThird Capital Contribution

shall be Four Hundred and No/l00 Dollars ($400,000). After satisfaction of all of the conditions set
forth below, and review and approval by the Limited Partner of the items described below, the
Limited Partner shall make the Third Capital Contribution in the manner set forth below, to pay
$15,000 to fund the Lease-up Reserve, then to pay the balance of the Construction Loan and the
remainder if any, to pay for the costs of construction or rehabilitation of the Pmject:
(A) Second Capital Contribution Paid. The occurrence of the Limited Partner's Second
Capital Contribution;
(B) Swom Statements. The Limited Partner shall have received a written request for an
advance from the General Partner in form satisfactory to the Limited Partner,
accompanied by current owner's and contractor's swom statements;
(C) General Partner's Certificate. The Limited Partner shall have received a certificate
from the General Partner that the representations, waffanties and covenants in
Sections 4.01 and 4.A2 are true and accurate as of the date of the proposed Second
Capital Contribution, that the Partnership has obtained all consentsrequired to admit
the Limited Partner to this Partnership, including but not limited to any required
consents of the Project Lenders and applicable governmental authorities, and that the
General Partner and the Partnership are not in default of any of their obligations
hereunder and under the Project Documents as of the date of the proposed Second
(D) Physisal lnspection. A construction consultant selected by the Limited Partner shall
have prepared a physical inspection report and certified that7 5% of the construction
work has been completed and certifìed that the amount requested by the General
Partner is in accordance with the labor and materials in place;
(E) Title Policy. The title insurance company shall have issued: (1) a "date down"
endorsement to the title policy extending the effective date of the title policy to the
date of funding and showing no exceptions to the title other than the exceptions
reflected on the title policy as of Initial Closing, except as shall be acceptable to the
Limited Partner; (2) anendorsement affording mechanics lien coverage; and (3) such
other endorsements as the Limited Partner may reasonably require;
31
(F) Environmental Matters. The General Partner shall have provided the Limited Partner
evidence that the construction ofthe Project did not result in the filling or disturbance
of any wetlands and that any actions recommended to be taken which were contained
in any environmental assessment reports prepared in conjunction with the
development of the Project have been appropriately completed in a manner that fully
complies with such recommendations and all laws, regulations, ordinances, orders or
decrees pertaining to environmental matters; and
(G) Other Documentation. The Limited Partner shall have received such other
documentation as it may reasonably request to veriff the accuracy of the
obligations set forth in Article IV.
Amounts disbursed pursuant to Sections 5.01 (dXÐ and (ii), and to the extent necessary to pay for the
costs of construction or rehabilitation, any amount under Section 5.01(dxiii), shall be disbursed
through an escrow agreement in form and substance satisfactory to the Limited Partner' All
investment eamings on the Limited Partner's capital Contributions disbursed through an escrow shall
inure to the benefit and belong to the Limited Partner.
(iv) Fourth Capital Contribution. The amount ofthe Fourth Capital Contributíon
shall be Four Hundred Twenty-Five Thousand and Nol100 Dollars ($425,000). After satisfaction of
all of the conditions set forth below, and review and approval by the Limited Partner of the items
described below, the Limited Partner shall make the Fourth Capital Contribution in the manner set
forth below to pay $20,000 to fund the Operating Reserve, then to pay the balance of the
Construction Loan and the remainder if any,to pay for the costs of construction or rehabilitation of
the Project:
(A) Third Capital Contribution Paid. The occurrence of the Limited Partner's Third
(B) Final Closing. Simultaneously with Final Closing, provided that the Limited Partner
has received fifteen (15) days'prior written notice of the date of Final Closing and
has received copies of any loan documents (including loan riders) executed in
connection with the permanent financing that have not been previously delivered to
the Limited Partner;
(C) Survey. The Limited Partner shall have received and approved an updated and
recertified as-built survey satisfactory to the Limited Partner dated no more than
thirty (30) days prior to the date of funding;
(D) As Built Plans and Specifications. The General Partner shall have submitted to the
Limited Partner a written document executed by the General Partner, the architect
38
and the Contractor certiffingno material change to the "for-construction" Plans and
Specifications previously approved by the Project Lenders and Limited Partner;
(E) Permits. Licenses and Certificates of Occupancy. The Limited Partner shall have
received a copy of any permits and licenses which are required for the operation and
use of the Project and a copy ofthe final and unconditional certificate or certificates
of occupancy, or the equivalent, issued by the appropriate governmental authorities
for the Project in its entirety;
(F) Cost Certification. Receipt of an audited cost certification of Eligible Basis (as
defined in Code Section 42(d)) for the Project prepared by the Accountants;
(G) 8609's. Receipt of the Form(s) 8609 for the entire Project executed by the Agency;
(H) Extended Use Asreement. Receipt by the Limited Partner of a copy of an as-
recorded Extended Use Agreement;
(D General Partner Certificate. Receipt of a certificate from the General Partnerthat (l)
the representations, warranties and covenants in Sections 4.01 and 4.02 continue to
be true and accurate through the date of the proposed Third Capital Contribution and
(2) the Partnership and the General Partner are not in default of any of thei¡
. obligations with respect to the Partnership or the Project at such time;
(J) Leeal Opjnion. The Limited Partner shall have received an update of the legal
opinion previously delivered to the Limited Partner in connection with its making the
Initial Capital Contribution;
(K) Evidence of Applicable Fraction. The Limited Partner shall have received
satisfactory evidence that the Applicable Fraction (as defined in Code Section
2(c)( I )(B)) for the Proj ect equals or exceeds forty percent (40%) determined as bf
the date of the proposed Third Capital Contribution;
(L) Architect's Certificate. The General Partner shall have delivered to the Limited
Partner an architect's certificate of substantial completion in the form requested by
the Limited Partner;
(M) Payment of Taxes. The Limited Partner shall have received satisfactory evidence
(whichmaybe included in the titlepolicydescribed insubparagaph(P) immediately
below) that all real property taxes and assessments for the Project due and payable
through the date of funding have been timely and fully paid;
(N) Title Policv. The title insurance company shall have issued a final date down
endorsement to the títle policy extending the date of the title policy through the date
39
of final funding ofthe Project Loans and theThird Capital Conhibution and showing
no exceptions to title other than those exceptions reflected on the title policy as of
Initial Closing and other exceptions as may be acceptable to the Limited Partner;
(O) Other Documentation. The Limited Partner shall have received such other
documentation as it may reasonably request to verifo the accuracy of the
obligations set forth in Article [V;
(P) General Partner Elections. The General Partner will provide evidence that it has
made the election to be taxable under Code Section 168(hX6)(FXiÐ and that such
election was effective prior to placement in service of the Project; and
(a) Environmental Majters. The General Partner shall have provided to the Limited
Partner acceptable evidence that the Radon Remediation has been satisfactorily
completed.
(v) Fifth Capital Contribution. The amount of the Fifth Capital Contribution shall be
equal to One Hundred Ninety Five Thousand and No/l 00 Dollars (S 195,000). After satisfaction of
all of the conditions set forth below, and review an{ approval by the Limited Partner of the items
described below, the Limited Partner shall make the Fifth Capital Contribution in the manner set
forth below to pay $30,000 to fund the Operating Reserve, then to pay for the costs of construction or
rehabilitation of the Project.
(A) Fourth Capital Contribution Paid. The occurrence of the Limited Partner's Fourth
(B) Oualified Occupancy. Achievement of occupancyofninety-{ivepercent (95%) ofthe

residential units in the Project by Qualified Tenants, and the General Pafiner, if
requested by the Limited Partner, shall demonstrate such occupancy by submitting to
the Limited Partner certified rent rolls and tenant qualification forms that confirm
that such tenants qualify under Section 42 of the Code;
(C) Breakeven Operation. The last day of the month following the month in which
Breakeven Operations occurs;
(D) General Partner Certificate. The Limited Partner shall have received a certificate
from the General Partner that (l) the representations, warranties and covenants in
Sections 4.01 and 4.02 are true and accurate as of the date of the proposed Fourth
Capital Contribution and (2) the Partnership and the General Partner are not in
default of any of their obligations with respect to the Partnership or Project at such
time;
40
(E) Partnership Tax Retum. The Limited Partner shall have received a complete copy of
the Partnership's 2009 tax return; and
(F) Other Documentation. The Limited Partner shall have received such other
documentation as it may reasonably request to verify the accuracy of the
obligations set forth in Article IV.
(vi) Limited Partner's Spgçial Additional Capital Contributions. It in any fiscal

year of the Partnership, the Limited Partner's Capital Account balance may be reduced to or below
zero, the Limited Partner may, in its sole and absolute discretion, make a Special Additional Capital
Contribution to the Partnership, in an amount reasonably required to avoid the reduction of the
Limited Partner's Capital Account balance to or below zero. If the Limited Partner makes a Special
Additional Capital Contribution to the Partnership pursuant to this paragraph, the Limited Partner
shall receive a guaranteed payment pursuant to Section 5.06 for the use of its Special Additional
Capital Contribution. Whenever the Limited Partner makes a Special Additional Capital
Contribution to the Partnership pursuant to this paragraph, the General Partner shall have the option,
in its sole and absolute discretion, to make Special Additional Capital Contributions to the
Partnership, up to the same amount and on the same terms in the aggregate as the Special Additional
Capital Contribution made by the Limited Partner at that time-
(e) Adjustment to Capital Contribl¡tions of- Limited Partner. Following

determination of Certified Credits, the Accountants shall make a determination as to whether there is
a Downward Capital Adjustment. If events subsequent to such determination result in a decrease in
the Capital Contributions of the Limited Partner due to a Late Delivery Capital Adjustment, then the
Accogntants shall recalculate the Downward Capital Adjustment to take into account such Late
Delivery Capital Adjustment. Following the determination of a Downward Capital Adjustment
and/or aLateDelivery Capital Adjustment, the General Partner or the Partnership, as appropriate,
shall make payments as required under Section 5'01(e)(ii).
(Ð The following definitions shall apply for purposes of determining

adjustments to Capital Contributions:
A. "Certified Credit Capital Adjustment" shall equal theproduct of (A) Certified Credits
for the Credit Period (excluding any LIHTC resulting from an increase in qualified
basis under code section a2(f)(3)), minus $1,800,000, and (B) $0.9000. The
Certified Credit Capital Adjustment may be a positive or negative number
B. "Certified Credit Capital Decrease" means a negative Certified Credit Capital

Adjustment.
C. "Certified Credit Capital Increase" means a positive Certified Credit Capital

Adjustment.
4t
D. "Downward Capital Adiq.stment" shall mean the following: (A) if either there is a
Certified Credit Capital Decrease or if the Certified Credit Capital Adjustment is
zero, then the Certified Credit Capìtal Decrease plus the Late Delivery Capital
Adjustment; or (B) ifthere is a Certified Credit Capital Increase, thepositive amount,
if any, by which the Late Delivery Capital Adjustment exceeds the Certified Credit
Capital lncrease.
E. "Late Delivery Capital Adjustment" shall mean for calendar year 2009 the amount, if
any, by which 575,000 exceeds Actual Credits for such year multiplied by $0.9000'
(iÐ If there is a Downward Capital Adjustment, then the Capital

Contributions of the Limited Partner shall be immediately reduced by the Downward
Capital Adjustment. The Downward Capital Adjustment shall first reduce the
Second Capital Contribution (if it has not previously been funded), and then to the
extent necessary? the Third Capital Contribution, and then to the extent necessary the
Fourth Capital Contribution and then to the extent necessary, the Fifth Capital
Contribution. If the Downward Capital Adjustment exceeds the total of all unfunded
Capital Contributions (prior to the reduction under this provision), then the General
Partner shall make a payrnent immediately to the Partnership equal to the amount of
such excess, and the Partnership shall immediately distribute such amount to the
Limited Partner as a return of its Capital Contributions. Such payment by the
General Partner shall constitute a non-reimbursable funding by it of Excess
Development Costs and shall not give rise to any right as a loan or Capital
Contribution or result in any increase in the Capital Account of the General Partner.
In the event that the General Partner fails to make such payment in full and the
Limited Partner, in its sole discretion, elects not to exercise its remedies under
Sections 5.05 or 6.05, as applicable, any amount not so paid bythe General Partner as
required shall be payable out ofNet Cash Flow and proceeds of Capital Transactions,
as provided under Sections I 1.03 and 1 1.04. Anypayment required to be paid to the
Limited Partner pursuant to the preceding sentence out of Net Cash Flow and the
proceeds of Capital Transactions shall be referred to as a 'LIHTC Reduction
Guaranty Payment".
(Ð Pavment of Limited Partner Due Diligence Costs. The General Partner shall
pay the costs and expenses incurred by the Limited Partner in connection with the due diligence
activities of the Limited Partner and the closing of the transactions described herein , including
Limited Partner's legal fees and expenses, such Limited Partner Due Diligence Costs not to exceed
$28,000.
(g) Additional Limited Partners. Without the Consent of all of the Partners, no
additional Persons may be admitted as additional Limited Partners and Capital Contributions maybe
accepted only as and to the extent expressly provided for in this Article V.
42
(h) Deposit of Capital Contributions. Except as otherwise provided in Section
5.01(d) herein, the cash portion of the Capital Contributions of each Partner shall be deposited at the
General Partner's discretion in a checking, savings and/or money market or similar account to be
established and maintained in the name of the Partnership or invested in government securities or
certificates of deposit issued by any bank. Thereafter, such amounts shall be utilized for the conduct
of the Partnership business pursuant to the terms of this Agreement.
(i) No Liabilitv for Limited Partner or_$pecial Limited Partner. Except as may
otherwise be provided under applicable law, no Limited Partner or Special Limited Partner shall be
bound by, or personally liable for, the expenses, liabilities or obligations of the Partnership.
ú) Payment ofEnvironmental Assessment Consultant Fees. The General Partner

acknowledges that, on behalf of the Limited Partner, the Limited Partner or affiliate mayretain an
environmental consultant (the "Environmental Consultant") to review and give recommendations
related to environmental reports that are provided to the Limited Partner by the General Partner
(including, but not limited to, Phase I and Phase II environmental assessments, wetlands reports, lead
and asbestos reports, abatement reports and other environmental reports required by the
Environmental Consultant, to the reasonable satisfaction of the Environmental Consultant) for the
Land, or the construction and rehabilitation of existing buildings, ifthe reports indicate the possible
presence of hazardous materials on or near the Project or if such reports appear incomplete or
inadequate for purposes of making such a determination. The Partnership shall be solely responsible
for the payment of the fees of the Environmental Consultant.
5.02 Retum of Capital Contribution. Except as provided in this Agreement, no Partner

shall be entitled to demand or receive the retum of his Capital Contribution.
5.03 Withholdins of Capital Contribution Upon Default.
(a) Conditions Giving Rise to Withholdine. In the event that (a) the General
Partner, or any successor General Partner shall not have substantially complied with any material
provisions under this Agreement or the limited partnership agreement as to an Afüliated Partnership,
afterNotice from the Limited Partner of such noncompliance and failure to cure such noncompliance
within a period of thirty (30) days from and after the date of such Notice, or (b) any Project Lender
shall have declared the Partnership to be in default under any Project Loan or under any of the
mortgage loans as to an Affiliated Partnership, or (c) foreclosure proceedings shall have been
commenced against the Project or against the Project owned by an Affiliated Partnership, then the
Partnership and the General Partner shall be in default ofthis Agreement, and the Limited Partner, at
its sole election, may cause the withholding of payment of any Capital Contribution otherwise
payable to the Partnership.
(b) Release to Partnership Followine Cure. All amounts so withheld by the

Limited Partner under this Section 5.03 shall be promptly released to the Partnership only after the
43
General Partner or the Partnership have cured the default justifying the withholding, as demonstrated
by evidence reasonably acceptable to the Limited Partner.
5.04 Legal Opinions. As a condition precedent to the Limited Partner's obligation to make
its Capital Contributions hereunder, the Limited Partner must receive the opinion of Kanady &
Quinn, PC, Counsel forthe Partnership and the General Partner, which opinion shall explicitly state
that Applegate & Thorne-Thomsen, P,C. of Chicago,Illinois, counsel to the Limited Partner, may
explicitly rely upon it, that:
(a) the Partnership is a duly formed and validly existing limited partnership under
the Act, and the Partnership has full power and authority to own and operate the Project and to
conduct its business hereunder; the Partnership is duly qualified to transact its business in the
Commonwealth of Virginia; the Limited Partner has been validly admitted as a limited partner of the
Partnership entitled to all the benefits of a Limited Partner under this Agreement, and the Interest of
the Limited Partner in the Partnership is the Interest of a limited partner with no personal liability for
the obligations ofthe Partnership, and the exercise oftherights and remedies ofthe Limited Partner
under this Partnership Agreement do not constitute participating in the control of the business ofthe
Partnership;
(b) the General Partner is duly and validly organized and is validly existing in
good standing as a corporation/limited liability company under the laws of the Commonwealth of
Virginia, with full power and authorityto enter into and perform its obligations hereunder and under
the General Partner Pledge; the General Partner is duly qualified to transact its business in the
Commonwealth of Virginia;
(c) unless otherwise permitted under this Agreement, there is and shall be no
direct or indirect personal liability of the Partnership or of any of the Partners or their Affiliates for
the repayment of the principal of and payment of interest on any Project Loan, and the sole recourse
ofthe Project Lender, with respect to the principal thereof and interest thereon, shall be to the assets
of the Partnership securing such indebtedness;
(d) execution of this Agreement and the General Partner Pledge by the General
Partner has been duly and validly authorized by or on behalf of such General Partner and, having
been executed and delivered in accordance with its terms, this Agreement and the General Partner
Pledge constitute the valid and binding agreement ofthe General Partner, enforceable in accordance
with their respective terms, and execution hereof and thereof by the General Partner is not in
violation of any contract, agreement, charter, bylaw, resolution, judgment, orde¡ decree, law or
regulation to which the General Partner is bound or as to which it is subject;
(e) the Partnership owns fee simple title to the Project, subject onlyto the Project
Loans, the Mortgages, and such other liens, charges, easements, restrictions and encumbrances as are
set forth in the title insurance policy issued to the Partnership. Such opinion may be based on a
44
review of the title insuranc€ policy issued in accordance with Section 4.01 herein, provided Counsel
has no actual knowledge to the contrary;
(Ð to the best of its knowledge after due inquiry there are no defaults existing
with respect to any of the Project Documents;
(g) to the best of its knowledge after due inquiry no event of Bankruptcy has
occurred with respect to the Partnership or the General Partner; and
(h) the Affiliate Guaranty has been duly executed by the Affiliate Guarantor and
constitutes the valid and binding obligation of the Affiliate Guarantor, enforceable in accordance
with its terms; and
(i) the Partnership has received a carryover allocation of LIHTC for the Projected
Credits from the Agency, which is the appropriate state of local authority for the jurisdiction in
which the Project is located.
In addition, the Limited Partner shall have received from counsel to Limited Partner
an overall tax opinion, addressing all material tax issues and indicating that the financial projections
and tax credit calculation contained in the Development Budget appear reasonable and complete.
5.05 Repurchase Oblieation.
(a) Conditions for Repurchase. If (i) Final Closing has not occurred by December
3l , 2O0g (or such later date as may be Consented to by the Limited Partner); (ii) the Partnership has
not received State Designation in 2008 or the IRS Form(s) 8609 are not issued by the Agency by
April 15, 2009, so as to allow the Credit Period to commence as of 2009; (iii) the Partnership fails to
meet the Minimum Set-Aside Test and the Rent Restriction Test by the close of the first year of the
Credit Period or at any time thereafter; (iv) the Partnership's basis in the Project for federal income
tax purposes, as finally determined by the Accountants or pursuant to an audit by the Intemal
Revenue Service, as of June 10, 2008, shall have been less than ten percent (I0%) of the
Partnership's reasonably expected basis in the Project, as required pursuant to Section 42(h)(1XE) of
the Code; (v) an Extended Use Agreement is not in effect before the end of the first year of the
Credit Period; (vi) the Project has not generated at least 95% of the Projected LIHTC for the year
2009, then the General Partner shall, within fifteen (15) days of the occurrence thereof, send to the
Limited Partner Notice of such event and of its obligation to purchase the Interest of the Limited
Partner hereunder and retum to the Limited Partner its Capital Contributions in the event the Limited
Partner, in its sole discretion, requires in a Notice to the General Partner such purchase of the Interest
of the Limited Partner. Thereafter, the General Partner, within thirty (30) days ofthe mailing date of
Notice by the Limited Partner of such election, shall acquire the entire Interest of the Limited Partner
in the Partnership by making payment to the Limited Partner, in cash, of an amount equal to the sum
of its Capital Contributions, plus interest on such amount at the rate of fourteen percent (14%)per
annum, but in no event higher than the highest rate permitted by applicable law.
45
(b) Upon receipt by the Limited Partner of any such payment of its Capital
Contributions, the lnterest of the Limited Partner and all further obligations of the Limited Partner
hereunder shall terminate, and, to the extent that the Limited Partnerhas acted in accordance with the
terms of this Agreement, the General Partner shall indemnifu and hold harmless the Limited Partner
from any losses, damages, and/or liabilities, to or as a result of claims of Persons other than Partners
or Affiliates thereof, to which the Limited Partner (as a result of its respective participation
hereunder) may be subject.
5.06 Guaranteed Payments. No later than ninety (90) days after the end ofthe Partnership's
fiscal year, any Partner who has made a Special Additional Capital Contribution pursuant to Section
5.01(d)(v) shall receive, as a guaranteed payment for the use of its capital, an amount equal to the
annual interest earned by the Partnership, if any, on such Special Additional Capital Contributions.
The Partnership shall invest any amounts contributed pursuant to Section 5.01(dXvi) as reasonably
directed by the contributing Partner. Any guaranteed payment due to a Partner shall be deemed an
expense of the Partnership for purposes of determining Net Cash Flow. Any guaranteed payment
which is not paid when due shall remain a liability of the Partnership and shall bear interest as set
forth above.
5.07 GP Loans.
(a) GP Loans. The General Partner shall have the right, but not the obligation,
after funding all other obligations under thìs Partnership Agreement, including, without limitation,
its obligation to fi¡nd Excess Development Costs under its Construction Completion Guarantyunder
Section Ll l(a) or Operating Deficit under its Operating Deficit Guaranty under Section 8.11(b)
hereof, to make "GP Loans" pursuant to this Section 5.07(a) to fund Operating Deficits of the
Partnership or to fund other reasonable and necessary obligations of the Partnership, provided,
however, that the General Partner shall not enter into any such GP Loan with the Partnership if such
GP Loan would cause a reallocation of LIHTC or tax benefits among the Partners. GP Loans shall
be on the following terms: (i) interest shall accrue on the GP Loans at an annual interest rate of eight
percent (8%), compounded annually; (ii) GP Loans shall be repayable solely as set forth in Sections
11.03 and 11.04 of this Agreement.
(b) Documentation of GP Loans. At the request of a Partner, which request may

be made quarterly, any GP Loan shall be evidenced by a non-negotiable promissory note or notes
reflecting any such GP Loans made during the preceding calendar quarter. GP Loans shall be
unsecured loans. GP Loans shall not be considered Capital Contributions and shall not increase such
Partner's Capital Account.
(c) Usury Savings Clause. Notwithstanding anything to the contrary herein or in

any note evidencing a GP Loan, in no event shall interest accrue on any GP Loan at arale in excess
of the highest rate permitted by applicable law, and if such designated interest rate should be in
46
excess of such interest rate, the interest rate designated hereunder shall be reduced to the maximum
rate of interest permitted by such law.
ARTICLE VI
CHANGES IN GENERAL PARTNERS
6.01 Withdrawal of the General Partner.
(a) The General Partner may withdraw from the Partnership or sell, transfer or
assign its Interest as General Partner only with the prior Consent of the Limited Partner, and of the
Agency and the Project Lenders, if required, and only after being given written approval by the
necessary parties as provided in Section 6.02, and by the Agency and the Project Lenders, ifrequired,
of the General Partner(s) to be substituted for it or to receive all or part of its Interest as General
Partner.
(b) In the event that a General Partner withdraws from the Partnership or sells,
transfers or assigns its entire Interest pursuant to Section 6.01(a), it shall be and shall remain liable
for all obligations and liabilities incurred by it as General Partner before such withdrawal, sale,
transfer or assignment shall have become effective, but shall be free of any obligation or liability
incurred on account of the activities of the Partnership from and after the time such withdrawal, sale,
transfer or assignment shall have become effective.
6.02Aimission of a Succçss.or or Additional General Partner. A Person shall be admitted

as a General Partner of the Partnership only if the following terms and conditions are satisfied:
(a) the admission of such Person shall have been Consented to by the General
Partner and the Limited Partner, and consented to by the Agency and the Project Lendersn if required;
(b) the successor or additional Person shall have accepted and agreed to bebound
by (i) all the terms and provisions of this Agreement by executing a countelpart thereof, (ii) all the
terms and provisions of the Loan Agreement and the Project Documents by executing counterparts
thereof or an assumption agreement, if requested by the Project Lenders, and (iii) all the terms and
provisions of such other documents or instruments as may be required or appropriate in order to
effect the admission of such Person as a General Partner, and a Certificate of amendment to the
Certificate of limited partnership evidencing the admission of such Pe¡son as a General Partner shall
have been filed, and all other actions required by Section l 07 in connection with such admission
shall have been performed;
(c) if the successor or additional Person is a corporation, it shall haveprovided the

Partnership with evidence satisfactory to counsel for the Partnership of its authority to become a
General Partner, to do business in the Commonwealth of Virginia and to be bound by the terms and
provisions of this Agreement; and
47
(d) Counsel for the Partnership shall have rendered an opinion that the admission
of the successor oï additional Person is in conformitywith the Act and that none ofthe actions taken
in connection with the admission ofthe successor Person will cause the termination or dissolution of
the Partnership or will cause it to be classified other than as a partnership for federal income tax
purposes.
6-03 Effect of Bankruptcv. Death. Withdrawal. Dissolution or lncompetence of a General

Partner.
(a) In the event oftheBankruptcyofa General Partnerorthewithdrawal, death or

dissolution of a General Partner, or an adjudication that a General Partner is incompetent (which
term shall include, but not be limited to, insanity) thebusiness ofthe Partnership shall be continued
by the other General Partner(s); provided, however, that if the withdrawn, Bankrupt, deceased,
dissolved or incompetent General Partner is then the sole General Partner, or if such General Partner
withdraws from the Partnership in contravention of the.provisions of Section 6.01(a) of this
Agreement, then the Partnership shall be terminated, unless within ninety (90) days afterreceiving
Notice of such Bankruptc5 withdrawal, death, dissolution oradjudication ofincompetence orbreach
of Section 6.01(a), the Limited Partner elects to designate the Special Limited Partner or such other
entity as the Limited Partner may desire as a successor General Partner and continue the Partnership
upon the conversion of such Special Limited Partner to the General Partner of the Partnership.
Consequences of the removal ofthe General Partner shall be determined under Section 6.05 hereof.
(b) Upon the Bankruptcy, death, dissolution or adjudication ofincompetence of a

General Partner or breach of Section 6.01(a), such General Partner shall immediately cease to be a
General Partner and its Interest shall without further action be converted to a Limited Partner
Interest; provided, however, that, if such Bankrupt, dissolved, incompetent, deceased or defaulted
General Partner is the sole remaining General Partner, such General Partner shall cease to be a
General Partner only upon the expiration of ninety (90) days after Notice to the Limited Partner of
the Bankruptcy, death, dissolution, declaration of incompetence or default of such General Partner;
and provided further that, if such Bankrupt, dissolved, íncompetent, deceased o¡ defaulted General
Partner is the sole remaining General Partner, the converted Partnership Interest of such replaced
General Partner shall be ratably reduced to the extent necessary to insure that the substitute General
Partner(s) holds a .009% Percentage lnterest (as set forth in Section 5.01)'
(c) Except as set forth above, such conversion ofa General Partner Interest to a
Limited Partner Interest shall not affect any rights, obligations or liabilities (including without
limitation, any of the General Partner's obligations under Section 8.11 herein) of the Bankrupt,
deceased, dissolved, removed, incompetent or defaulted General Partner existing prior to the
Bankruptcy, death, dissolution, removal, incompetence or default of such person as a General Partner
(whether or not such rights, obligations or liabilities were known or had matured).
(d)If, at the time ofthe withdrawal, Bankruptcy, death, dissolution, adjudication

of incompetence or default under Section 6.01(a) of a General Partner, the Bankrupt, withdrawn,
48
deceased, dissolved, incompetent or defaulted General Partner was not the sole General Partner of
the Partnership, the remaining General Partner or General Partners shall immediately (i) give Notice
to the Limited Partners of such Bankruptcy, death, dissolution, adjudication of incompetence or
default, and (ii) make such amendments to this Agreement and execute and file such amendments or
documents or other instruments as are necessary to reflect the conversion of the Interest of the
Bankrupt, deceased, dissolved, incompetent or defaulted General Partner and his having ceased to be
a General Partner. The remaining General Partner or General Partners are hereby granted an
irrevocable power of attomey, coupled with an interest, to execute any or all documents on behalf of
the Partners and the Partnership and to file such documents as may be required to effectuate the
provisions of this Section 6.03.
6.04 Restrictions on Transfer of General Partner's Interests. This is an agreement under

which applicable law excuses the Limited Partner from accepting performance from (i) any General
Partner which is a debtor in a case under the Bankruptcy Code, I I U.S.C. $ 101 et seq., (ii) a trustee
of any such debtor, (iii) and/or the assignee of any such debtor or trustee. The Limited Partner has
entered into this Agreement with the General Partner in reliance upon the unique knowledge,
experience and expertise of the General Partner, and its off,tcers in the planning and implementation
of the acquisition of the Project and in the area of affordable housing and development in general.
The foregoing restriction on transfer is based in part on the above factors. The General Partner
expressly agrees that the Limited Partner shall not be required to accept performance under this
agreement from anyperson otherthan the General Partner, including, without limitation, anytrustee
of the General Partner appointed under the Bankruptcy Code, 11 U.S.C. $ 101 et geg, and any
assignee of any such trustee.
6.05 Removal of the General Partner.
(a) Conditions for Removal. The Limited Partner shall have the right to remove
the General Partner:
(Ð for any fraud, gross negligence, intentional misconduct or failure to

exercise reasonable care with respect to any material matter in the discharge of its duties and
obligations as General Partner (provided that such violation results in, or is likely to result in, a
material detriment to or an impairment of the Project or assets of the Partnership), or
(ii) upon the occunence of any of the following:
(A) the General Partner or the Partnership shall have violated any
material provisions of the Regulatory Agreement, the Extended Use
Agreement and/o¡ the Loan Agreement, or any material provisions of any
other Project Document or other document required in connection with any
Project Loan or any material provisions of a Project Lender andlor Agency
requirements applicable to the Project, which violation has not been explicitly
49
waived in writing by the applicable Project Lender or the Agency, as
applicable;
(B) the General Partner or the Partnership shall have (i) violated
anymaterial provision ofthis Agreement, including, without limitation, any
of its guarantees or payment obligations under Sections 5.01(e), 5-05 and/or
8.11, (ii) violated any material provision of applicable law, or (iii) the
representation and warranty contained in Section 4.01(u) are and/or becomes
false or inaccurate;
(C) the General Partner or the Partnership shall have caused any
Project Loan to go into default, which default remains uncured after the
expiration of any applicable cure period;
(D) the General Partner shall have conducted its own affairs orthe
affairs of the Partnership in such manner as would:
(l) cause the termination of the Partnership for federal

income tax purposes;
(2) cause the Partnership to be treated for federal income

tax purposes as an association, taxable as a corporation;
(3) in the reasonable opinion ofthe Limited Partner, cause

a recapture or reduction in Certified Credits;
(4) violate any federal or state securities laws;
(5) cause the Limited Partner to be liable for Partnership

.obligations in excess of its Capital Contributions; or
(E) the amount of Actual Credits for any year are, or are projected
by the Accountants to be, less than ninety percent (90%) of the Projected
Credits for that year; or less than ninety percent (90%\ of Certified Credits if
Certified Credits have been determined and adjustments to the capital
contribution of the Limited Partner have been made as maybe required under
Section 5.01(e);
(F) cause for removal as a general partner of an Affiliated

Partnership shall exist pursuant to the limited partnership agreement of an
Affi li ated Partnership;
50
(G)the General Partner fails to timely and promptly discharge the
Management Agent if at any time cause for such removal exists;
(H) Bankruptcy or similar creditor's action is filed by or against the

Partnership, the General Partner or any Affiliate Guarantor; or
(D any default by the Affiliate Guarantor under the Affiliate

Guaranty;
(J) failure of the Affiliate Guarantor to maintain a minimum net

worth of $1,000,000; or
(K) failure of the Partnership to achieve Breakeven Operations

within six months of the Partnership's achievement of 95o/o occupancy.
(b) Procedure for Removal. The Limited Partner shall give Notice to all Partners
and to the Project Lenders of its determination that the General Partner shall be removed. The
General Partner shall have ten (10) days after receipt of such Notice to cure any default or other
reason for such removal, in which event it shall ¡emain as General Partner. If, at the end of ten (10)
days, the General Partner has not cured any default or other reason for such removal, it shall cease to
be General Partner and the powers and authorities confened on it as General Partner under this
Agreement shall cease and the Interests of such General Parûrer shall be transferred to the Special
Limited Partner or its designee which, without further action, shall become the General Partner; in
such event, upon becoming the General Partner, such designee shall be bound by all applicable terms
and conditions of this Agreement and of the Project Documents.
(c) General Partner Obligations and Liability Followin&Bemoval.
(Ð In the event that the General Partner is removed as aforesaid prior to

the Final Closing, it shall be and shall remain liable for all obligations and liabilities incurred by it as
General Partner of the Partnership before such removal shall become effective, including but not
limited to the obligations and liabilities of the General Partner with respect to its obligations set forth
in Section 8.11 of this Agreement; provided however, that if amounts otherwise payable to the
General Partner as fees are applied to meet the obligations of the General Partner as stated in
Sections 5.01, 5.05 and 8.1 1 of this Agreement, such application shall serve to reduce any such
liabilities of the General Partneror any successor, except for any liability incuned as the result of its
negligence, misconduct, fraud or breach of its fiduciary duties as General Partner of the Partnership'
If the General Partner is removed as Partner of the Partnership prior to the Final Closing as aforesaid,
the General Partner shall not be entitled to payment of any further installments of the Incentive
Management Fee, or other fees which otherwise would have besn due and payable under or pursuant
to various Sections of this Article VI or Article VII.
51
(ii) In the event that the General Partner is removed as aforesaid afterthe
Final Closing, it shall be and shall remain liable for all obligations and liabilities incurred by it as
General Partner of the Partnership before such removal shall become effective, including but not
limited to the General Partner's obligations and liabilities under Section 8.11(b) ofthis Agreement;
provided, howeve¡ that if amounts otherwise payable to the General Partner or Affrliates thereof as
fees are applied by the Partnership to pay Operating Deficits, such application shall serve to reduce
any such liabilities after the Final Closing, except for any liability incurred as the result of its
negligence, misconduct, fraud or breach of its fiduciary duty as General Partner of the Partnership. If
the General Partner is removed as Partner of the Partnership at any time after the Final Closing, the
Developer or its successor(s) shall continue to be paid subsequent to such removal, in accordance
with the terms and conditions of this Agreement, any installments of the Development Fee which
would have otherwise been due and payable to it pursuant to Section 8.12 and which are not
otherwise being withheld; provided, however, upon any such removal of the General Partner after the
Final Closing, no further installments of the Incentive Management Fee shall be paid which are
attributable to any period after such removal.
(d) Power of Attomey. The Limited Partner hereby is granted an irrevocable

po\ryer of attorney, coupled with an interest, to execute any and all documents on behalf of the
Partners and the Partnership as shall be legally necessary and sufficient to effect all of the foregoing
provisions of this Section 6.05. The election by the Limited Partner to remove the General Partner
under this Section shall not limit or restrict the availability and use of any other remedy which the
Limited Partner or any other Partner might have with respect to the General Partner in connection
with its undertakings and responsibilities under this Agreement.
essrcNl'rENâHTn'evpînï.rBnsHrp
The General Parhrer hereby transfers and assigns to the Partnership all of its right, title and
interest in and to the Project, including the following:
(a) all contracts with architects, contractors and supervising architects with
respect to the development of the Project;
(b) all plans, specifications and working drawings, heretofore prepared or

obtained in connection with the Project and all govemmental approvals obtained, includingplanning,
zoning and building permits;
(c) any and all commitments with respect to the Project Loans and the LIHTC;
(d) any and all rights under and pursuant to the Project Documents; and
(c) any other work product related to the Project-
52
ARTICLE VIII
RIGHTS. OBLIGATIONS AND POWERS
OF THE GENERAL PARTNER
8.01 Manaeement of the Partnership.
(a) Except as otherwise set forth in this Agreement, the General Partner, within
the authority granted to it under this Agreement, shall have full, complete and exclusive discretion to
manage and control the business of the Partnership for the purposes stated in Article III, shall make
all decisions affecting the business ofthe Partnership and shall manage and control the affairs ofthe
Partnership to the best of its ability and use its best efforts to carry out the purpose ofthe Partnership.
ln so doing, the General Partner shall take all actions necessary or appropriate to protect the interests
of the Limited Partner, Special Limited Partner and of the Partnership. The General Partner shall
devote such time as is necessary to the affairs of the Partnership.
(b) Except as otherwise set forth in this Agreement and subject to the applicable
Project Lender and/or Agency rules and regulations and the provisions of the Loan Agreement, the
General Partner (acting for and on behalf of the Partnership), in extension and not in limitation ofthe
rights and powers given by law or by the other provisions of this Agreement, shall, in its sole
discretion, have the full and entire right, power and authority in the management of the Partnership
business to do any and all acts and things necessary, proper, convenient or advisable to effectuate the
purpose of the Partnership. In furtherance and not in limitation of the foregoing provisions, the
General Partner is specifically authorized and empowered to execute and deliver, on behalf of the
Partnership, the Loan Agreements, the Regulatory Agreement, the Extended Use Agreement, the
Notes, the Mortgages, and the other Project Documents, and to execute any and all other instruments
and documents, and amendments thereto provided the Limited Partner shall be provided with the
opporfunity to review and Consent to any such documents prior to their execution by the General
Partner, as shall be required in connection with the Project Loans, including, but not limited to,
executing anymortgage, note, contract, building loan agreement, bankresolution and signature card,
release, discharge, or any other document or instrument in any way related thereto or necessary or
appropriate in connection therewith; provided, however, that copies ofall applications for advances
ofproceeds of the Project Loans shall be provided to the Limited Partnerprior to the disbursement of
any funds pursuant thereto and shall be subject to the Consent of the Limited Partner; and provided
further that any such applications which provide for the disbursement of funds of the Partnership in
lieu of or in addition to the proceeds of the Project Loans shall be subject to the Consent of the
Limited Partner. All decisions made for and on behalf of the Partnership by the General Partner shall
be binding upon the Partnership. No person dealing with the General Partner shall be required to
determine its authority to make any undertaking on behalf of the Partnership, nor to determine any
facts or circumstances bearing upon the existence of such authority.
8.02 Limitations Upon the Authoritl¡ of the General Partner.
53
(a) The General Partner shall not have any authority to:
(i) perform any act in violation of any applicable law or regulation

thereunder;
(iÐ
perform any act in violation of the provisions of the Regulatory
Agreement, the Extended Use Agreement, the Loan Agreements, or any other Project Documents;
(iii)
do any act required to be approved or ratified in writing by the Limited
Partners under the Act unless the right to do so is expressly otherwise given in this Agreement;
(iv)
knowingly rent apartments in the Project such that the Project would
not meet the requirements of the Rent Restriction Test or Minimum Set-Aside Test;
(v) borrow from the Partnership or commingle Partnership funds with

ft¡nds of any other Person; or
(vi) execute or deliver any general assignment for the benefit of creditors or
file a petition or acquiesce in the filing of a petition for Bankruptcy.
(b)The General Partner shall not, without the Consent of the Limited Partner
(which Consent shall not be unreasonably withheld, with the parties hereto agreeing and
acknowledging that withholding such Consent would be reasonable if the action would likely be
inconsistent with preserving the Project as a low-income housing project), have any authority to:
(i) sell or otherwise dìspose of at any time, all or substantially all of the
assets of the Partnership;
(ii) amend the terms of any Project Loan to be other than those set forth on
Exhibit F attached hereto;
(iiÐ
borrow in excess of $10,000.00 in the aggregate at any one time
outstanding on the general credit of the Partnership, except GP Loans and Operating Deficit Loans,
and except as and to the extent provided for in an approved budget pursuant to Section 8.20;
(iv)
following Final Closing, construct any new or replacement capital
improvements on the Project which substantially alter the Project or its use or which are at a cost in
excess of $10,000.00 in a single Partnership fiscal year, or rebuild the Project with the use of
insurance proceeds, except (a) replacements and remodeling in the ordinary course of business or
under emergency conditions, or (b) reconstruction paid for from insurance proceeds, or (c) as and to
the extent provided for in an approved budget pursuant to Section 13.03;
54
(v) acquire any real property in addition to the Project other than
easements reasonable and necessary for the operation of the Project;
(vi) following Final Closing, refinance any Project Loan;
(vii) confess a judgment against the Partnership in excess of $5,000;
(viii) admit any person as a General Partner or a Limíted Partner, or

withdraw as General Partner, except as otherwise set forth in this Agreement;
(ix) do any act in contravention ofthis Agreement or any other agreement

to which Partnership is a party;
(x) execute or deliver any assignment for the benefit ofthe creditors of the
Partnership;
(xi) transfer or hypothecate the General Partner's interest as a General

Partner in the Partnership, including its interest in Partnership allocations or distributions, except as
otherwise provided in this Agreement;
(xii) dissolve the Partnership or take any action which would result in
dissolution;
(xiii) refinance, prepay or materially modifu the terms of any mortgage or

long-term liability of the Partnership, or sell, grant an option to acquire, exchange, mortgage,
encumber, pledge or otherwise transfer all or any portion of any interest in the Partnership or the
Partnership's interest in the Project, orborrow funds orparticipate in a merger or consolidation with
any other entity;
(xiv) change the nature ofthe business ofthe Partnership, or do any act
which would make it impossible to carry on the ordinary business of the Partnership;
(xv) materially change any accounting method or practice of the

Partnership;
(xvi) file a voluntary petition for bankruptcy of the Partnership;
(xvii) make any expenditure or incur any liability on behalf of the Partnership
in excess of $10,000.00 which is not identified in the budget provided by the General Partner to the
Limited Partner;
(xviii) bonow funds from the Partnership;
55
(xix) enter into or materially modify the Construction Contract (or any other
construction contract), or agree to any change order under the Construction Contract (or any other
construction contract) if any such change order is for $10,000 or more, or is proposed when the
amount of previous change orders plus the proposed change order would exceed $20,000 (over the
life of the Partnership);
(xx) commingle Partnership funds or assets with the funds or assets ofthe
General Partner or any Partnership or other entity owned or operated by the General Partner to the
Limited Partner;
(xxi) possess Partnership property or assign rights in specific property for

other than a business purpose of the Partnership;
(xxii) take any action which would cause the termination ofthe Partnership
for federal income tax purposes under Code Section 708;
make, amend or revoke any tax election required of or permitted to be

(xxiii)
made by the Partnership under the Code of Regulations, including, without limitation, any election
under Section 42 (including an election to treat any year other than 2009 as the first year ofthe Credit
Period (as defined in Code Section 42 for the Project of Section 754 of the Code or any other tax
election affecting the amount, timing, availability or allocation of any LIHTC;
(xxiv) enter into âny agreement or take any action without the prior consent
of the Limited Partner with respect to anymatters for which the prior consent ofthe Limited Partner
is a prerequisite therefore;
(xxv) approve any increase in fees to the General Partner or any affiliate of
the General Partner;
(xxvi) change in ownership, control ormanagement ofthe General Partner; or
(xxvii) allow this Agreement to be amended'
(xxviii) invest of the Partnership in (A) investments specifically not

assets
contemplated by this Agreement, or (B) in investments other than U.S. Treasury Bills, Notes or
Bonds, òrbank accounts, moneymarket accounts or certificates of deposit in institutions insured by
the Federal Deposit Insurance Corporation. However, investment of such assets maybe expanded
upon approval by the Limited Partner.
8.03 Sale of Pro.ìect.
(a) Limited Partner Request for Sale. Notwithstanding the foregoing Section
8.02, and subject to all Agencyregulations then in effect and the rebeipt of all required approvals and
56
consents of the Project Lenders, and subject fuither to the extended use requirements applicable
pursuant to Section 42(h)(6) of the Code, at any time after the fourteenth (14th) ærniversary of the
first day of the first taxable year ofthe applicable LIHTC complianceperiod the Limited Partnermay
request that the Partnership do one of the following: (i) sell the Project subject to the Extended Use
Agreement (a "Continued Compliance Sale"); or (ii) request that the Agency arrange for the sale of
the Project after receipt of a Qualified Contract (a "Colnpliance Termination Sale").
(b) Continued Compliance Sale. After receipt of a request for a Continued

Compliance Sale, the General Partner shall use its best efforts to find a third party purchaser for the
Project and to cause the Partnership to consummate a sale of the Project subject to the Extended Use
Agreement and on terms Consented to by the Limited Partner. If such efforts are not successful on
terms reasonably satisfactory to the Limited Partner within four (4) months, the Limited Partner shall
have the right thereafter to locate a purchaser for the Project. If the Limited Partner locates such a
purchaser, the General Partner shall be given a right of first refusal to purchase the Project on the
same terms and conditions as would be applicable to such purchaser. If such right of first refusal is
not exercised by the General Partner within thirty (30) days, then the General Partner shall be
obligated to consent to the sale to such purchaser so long as the purchase price and other terms
offered by such purchas er are atleast as favorable to the Partnership as the best offer, ifany, located
by the General Partner. If the Limited Partner requests that the Compliance Termination Sale be
conducted in a manner that would result in the conversion ofthe Project to a condominium regime of
ownership and the sale of individual condominium units, the General Partner shall use diligent
efforts to accomplish such conversion on such terms which are reasonably satisfactory to the Limited
Partner.
(c) Compliance Termination Sale. After receipt of a request for a Compliance

Termination Sale, the General Partner shall make a request to the Agency to obtain a buyer who is
willing to operate the low-income units of the Project as a qualified low-income building and who
will submit a Qualified Contract for the Project, and ifno Qualified Contract is submitted within one
year of the date of the General Partner's request to the Agency, the General Partner shall use its best
efforts to find a third party purchaser and to cause the Partnership to consummate a sale of the
Project to such purchaser on terms Consented to by the Limited Partner and free of the resffictions
imposed by the Extended Use Agreement. If such efforts are not successful on terms reasonably
satisfactory to the Limited Partner within six (6) months, the Limited Partner shall have the right
thereafter to locate a purchaser for the Project. If the Limited Partner locates such a purchaser, the
General Partner shall be given a right of first refusal to purchase the Project on the same terms and
conditions as would be applicable to such purchaser. If such right of first refusal is not exercised by
the General Partner within thirty (30) days, then the General Partner shall be obligated to consent to
the sale to such purchaser so long as the purchase price and other terms offered by such purchaser arc
at least as favorable to the Partnership as the best offer, if any, located by the General Partner' If the
Limited Partner requests that the Compliance Termination Sale be conducted in a manner that would
result in the conversion of the Project to a condominium regime of ownership and the sale of
individual condominium units, the General Partner shall use diligent efforts to accomplish such
conversion on such terms which are reasonably satisfactory to the Limited Partner.
57
(d) General Partner Option. The General Partner, if it is a qualified non-profit
under the terms of Section 42(i)(7) of the Code, shall have the right of first refusal to purchase the
Project at the end of the low-income housing tax credit compliance period, in accordance with said
Section 42(i) (7) of the Code, for an amount equal to at least the sum of (i) $1.00, plus (ii) all
outstanding debt of the Partnership, including debt encumbering the Project, plus (iii) the aggregate
federal, state and local (if any) income tax liabilities which would be incurred by the partners of the
Limited Partner as a consequence of such purchase on the terms set forth in Exhibit L attached
hereto.
8.04 Manaqement Purposes. In conducting the business of the Partnership, the General
Partner shall be bound by the Partnership's purposes set forth in Article III.
8.05 Deleeation.of Authority. The General Partnermaydelegate all or any of its powers,
rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any
Person forthe transaction of the business ofthe Partnership, which Person may, under supervision of
the General Partner, perform any acts or services for the Partnership as the General Partner may
approve.
8.06 General Partner or Affiliates Dealine with Partnership. The General Partner or any
Affiliates thereof shall have the right to contract or otherwise deal with the Partnership for the sale of
goods or services to the Partnership in addition to those set forth herein, if (a) compensation paid or
promised for such goods or services is reasonable (i.e., at fair market value) and is paid only for
goods or services actually fumished to the Partnership, (b) the goods or services to be fumished shall
be reasonable for and necessary to the Partnership, (c) the fees, terms and conditions of such
transaction are at least as favorable to the Partnership as would be obtainable in an arm's-length
transaction, (d) no agent, attorney, accountant or other independent consultant or contractor who also
is employed on a fi¡ll-time basis by the General Partner or any Affiliate shall be compensated by the
Partnership for his services. Any contract covering such transactions shall be in writing and shall be
terminable without penalty on sixty (60) days Notice. Any payment made to the General Partner or
anyAffiliate for such goods or services shall be fullydisclosed to all Limited Partners in the reports
required under Section 13.02. Neither the General Partner nor any Affiliate shall, by the making of
lump sum payments to any other Person for disbursement by such other Person, circumvent the
provisions of this Section 8.06.
8.07 Other Activities. Except as limited in Section 8.06, Affiliates ofthe General Partner
may engage in or possess interests in other business ventures of every kind and description for their
ov/n account, including, without limitation, serving as general partner of other limited partnerships or
the managing member of limited liability companies which own, either directly or through interests
in other companies or partnerships, goveûrment assisted housing developments similar to the Project.
Neither the Partnership nor any of the Partners shall have any rights by virtue of this Agreement in
or to such other business ventures or to the income or profits derived therefrom.
58
8.08 Liabilitv for Acts and Omissions. No General Partner or Affiliate thereof shall be
liable, responsible or accountable in damages or otherwise to any of the Partners for any act or
omission performed or omitted by it in good faith on behalf of the Partnership and in a manner
reasonably believed by it to be within the scope of the authority granted to it by this Agreement and
in the best interest of the Partnership, provided that the protection afforded the General Partner
pursuant to this Section 8.08 shall not apply in the case of negligence, misconduct, fraud or any
breach of fiduciary duty as General Partner with respect to such acts or omissions. Any loss or
damage incurred by any General Partner or AfTiliate thereof by reason of any act or omission
performed or omitted by it or any of them in good faith on behalf of the Partnership and in a manner
reasonably believed by it to be within the scope of the authority granted by this Agreement and in the
best interests of the Partnership (but not, in any event, any loss or damage incurred by the General
Partner or Affiliate thereof by reason of negligence, misconduct or fraud of the General Partner or
Affiliate thereof, or any breach of fiduciary duty as General Partner, with respect to such acts or
omissions) shall be paid from Partnership assets to the extent available (but the Limited Partners
shall not have any personal liability to the General Partner or Affiliate(s) thereof under any
circumstances on account of any such loss or damage incurred by the General Partner or Affrliate(s)
thereof or on account of the payment thereof).
8.09 Indemnification of Limited Partner and the Partnership. The General Partner and the
Partnership shall, jointly and severally, indemnifu, defend, and save harmless the Limited Partner
and Special Limited Partner from and against any claim,loss, expense, action or damage, including
without limitation, reasonable costs and expenses of litigation and appeal (and the reasonable fees
and expenses of counsel) asserted against the Limited Partner or Special Limited Partner based on
any act, omission, malfeasance or nonfeasance of the Partnership or the General Partner, including
without limitation any claim based on the zoning classification of the Project or that the Limited
Partner or Special Limited Partner is liable for any indebtedness of the Partnership and excluding
only liability directly caused by the Limited Partner or Special Limited Partner's gross negligence or
bad faith conduct. In addition, the General Partner and the Partnership shall, jointly and severally,
indemnif,, defend, save and hold harmless the Limited Partner and Special Limited Partner, and their
representatives, from and against any and all costs, losses,liabilities, damages,lawsuits, proceedings
(whether formal or informal), investigations, judgments, orders, settlements, recoveries, obligations,
deficiencies, claims and expenses (whether or not arising out of third party claims), including,
without limitation, interest, penalties, attorneys' fees and all amounts paid in investigation, or
settlement of any of the foregoing, incurred in connection with or arising out of orresulting from the
operations of the General Partne¡ the Partnership or the Project prior to the date ofthis Agreement.
8.10 Net Worth of General Partner. The General Partner shall maintain a minimum net
worth in an amount as may be necessary to assure that the Partnership will be taxed as a partnership,
and not as an association taxable as a corporation, for federal income tax purposes.
s9
8.1 I Çoqstruction of the Project. Construction Cost Ovemrns. Operating Deficits: Other
General Partner Guarantees.
(a) ConstructionCompletionGuarantv.
(Ð The Partnership has entered into the Construction Contract. The

General Partner shall be responsible for:
(A) achieving completion of construction of the Project on a

timely basis in accordance with the Plans and Specifications for the Project,
the terms of this Agreement, the Project Documents and all legal
requirements;
(B) meeting all requirements for obtaining all necessary

unconditional certificate(s) of occupancy for all the apartment units in the
Prdect;
(C) fulfilling all actions required ofthe Partnership to assure that

the Project satisfies the Minimum Set-Aside Test and the Rent Restriction
Test;
(D) causing the making of the Project Loans by the respective

Project Lenders; and
(E) achieving Final Closing.
(iÐ The General Partner hereby is obligated to pay all Excess Development
Costs; the Partnership shall have no obligation to pay any Excess Development Costs. Any amounts
paid by the General Partner pursuant to this clause (ii) shall not be repaid by the Partnership, nor
shall such amounts be considered or treated as Capital Contributions of the General Partner to the
Partnership.
(iii) In the event that the General Partner shall fail to pay any such Excess
Development Costs as required in this Section 8.11(a), an amount not in excess of the total of any
remaining unpaid installments of the Development Fee due pursuant to Section 8.12 shall be
suspended by the Partnership until such obligations are met by the General Partner.
(iv) The construction completion guaranty obligations hereunder shall

continue until the later to occur of the achievement of (A) 100% Qualified Occupancy and (B) six (6)
consecutive months of Breakeven Operations.
60
(b) ln the event that, at any time after the expiration ofthe Construction
Completion Guaranty and ending on the fifteenth anniversary of such date, an Operating Deficit shall
exist, the General Partner shall provide such funds to the Partnership as shall be necessary to pay
such Operating Deficit(s). Funds provided after the achievement of Breakeven Operations shall be in
the form of a loan to the Partnership (the "Operating Deficit Loan(s)"). Any Operating Deficit Loan
shall be on the following terms: (i) it shall be unsecured; (ii) it shall not bear interest; (iii) it shall be
repayable solely from Net Cash Flow and proceeds of a Capital Transaction at the time and in the
amounts set forth in Sectibns 11.03(b), 11.04 and 12.02(a) of this Agreement; and (iv) Operating
Deficit Loans shall be frrlly subordinated to payment of Project Loans, GP Loans, and indebtedness
of the Partnership to all Persons other than Partners. In the event that the General Partner shall fail to
make any such Operating Deficit Loan as aforesaid, the Partnership shall utilize amounts otherwise
payable as installments ofthe Development Feepursuant to Section 8.12 ofthis Agreement to meet
the obligations of the General Partner pursuant to this Section 8.1 I (b). Amounts so utilized shall
also constitute payment and satisfaction of installments of the Development Fee payable under the
aforesaid Section of this Agreement, and the obligation ofthe Partnership to make such installment
payments pursuant to such Sections, as well as the Limited Partner's obligation to make future
Capital Contributions, shall be reduced correspondingly. For the purpose of this Section 8.1 1(b), all
expenses shall be paid on a sixty (60) day current basis.
(c) LIHTC Compliance Guaranty. (i) Ifwith respect to any fiscal year
of the Partnership there is a LIHTC Shortfall, the General Partner shall, within forty-five (45) days
following the close of such fiscal year, pay the Limited Partner an amount equal to (A) the amount of
the LIHTC Shortfall for the fiscal year immediately preceding the payment due date, (B) all penalties
and interest imposed by the Code and assessed against the Limited Partner by the Internal Revenue
Service with respect to any LIHTC Shortfall, and (C) an amount sufficient to pay any tax liability
owed by the Limited Partner resulting from the receipt of the amounts specified in the foregoing
clauses (A), (B) and this clause (C) of this Section S.l 1(cXi) (such calculation to be made assuming
the Limited Partner is subject to the highest federal and state tax rates imposed on corporate tax
payers under the Code at that time for the taxable year of the Limited Partner in which such payment
is taken into income by the Limited Partner), together with interest on such amounts at the Prime
Rate accruing from such payment due date.
(iÐ The General Partner inevocably and unconditionally

guarantees payments specified in this Section 8.1 1(cXii) to the Limited Partner if there is a LIHTC
Recapture Event. The payments required by this Section 8.1 1 (cXii) shall be the sum ofthe following
amounts: (A) the amount of LIHTC previously allocated to the Limited Partner and subsequently
disallowed because of such LIHTC Recapture Event; (B) the "credit recapture amount" (as defined in
Code Section{z$Q\ allocated to the Limited Partnerbecause of such LIHTC Recapture Event; (C)
all penalties and interest imposed by the Code and assessed against the Limited Partner by the
Intemal Revenue Service with respect to such LIHTC Recapture Event; (D) an amount sufficient to
pay aîy tax liability owed by the Limited Partner resulting from the receipt ofthe amounts specified
in the foregoing clauses (A), (B), (C) and this clause (D) of this Section 8.1 I (cXii) (such calculation
to be made assuming the Limited Partner is subject to the highest federal and state tax rate imposed
6l
on corporate taxpayers under the Code at that time for the taxable year of the Limited Partner in
which such payment is taken into income by the Limited Partner, together with interest on such
amounts at the Prime Rate accruing from the date the Limited Partner remits funds to a taxing
authority with respect to a LIHTC Recapture Event; and (E) if the cause of the LIHTC Recapture
Event will, in determination of the Limited Partner, decrease the maximum amount of LIHTC that
will be available to the Partnership and allocated to the Limited Partner during the remainder of the
compliance period under Section 42 of the Code, assuming full compliance with Section 42 of the
Code, then an amount equal to the total amount of such decrease. The General Partner shall make
such payment to the Limited Partner within forty-five (45) days of the LIHTC Recapture Event.
(iiÐ The LIHTC Compliance Guaranty set forth herein shall not apply to
amounts due solely to the transfer by the Limited Partner of all or a portion of its Interest in the
Partnership or to changes in the tax law after the date hereof with which the General Partner is
unable to comply despite the exercise of its good faith and reasonable efforts.
(iv) Intentionally Deleted.
(v) Funds provided by the Affiliate Guarantor with respect to the General
Partner's obligations under subparagraphs (i) or (ii) above shall be in the form of a loan to the
Partnership (the "Guarantor LIHTC Compliance Loan"). Any Guarantor LIHTC Compliance Loan
shall be on the following terms: (i) it shall be unsecured; (ii) it shall bear no interest; and (iii) it shall
be repayable solely from proceeds of a Capital Transaction or liquidation at the time and in the
amounts set forth in Sections 1 1.04 and n.A2@) ofthis Agreement. Notwithstandingthe foregoing,
the Limited Partner shall have the authority to treat any guarantee payment made on behalf of the
Partnership by its General Partner or the Affiliate Guarantor as (i) a capital contribution to the capital
of the Partnership by the General Partner in the amount of such guaranteè payment that is matched
with a corresponding upward adjustment to such General Partner's capital account in the Partnership
or (ii) as a loan (as described above) by the General Partner in the amount of such guarantee
payment, so as to minimize any possible unintended increase in the amount of depreciation and tax
credits allocated to the General Partner; provided that any losses or other deductions, other than
depreciation, relating to such capital contribution or loan, shall be allocated to the General Partner
making such guarantee payment.
(d) Pro.iect Loan Funding Guarantv. The General Partner irrevocably and
unconditionally guarantees and covenants that the Partnership shall receive full funding of the
Project Loans on orbefore December 31,2009, on the terms set forth on Exhibit F attached hereto.
Except for the DHCD loan, the General Partner represents and warrants that the source of funds for
the Project Loans do not include, in whole or in part, "federal subsidies" within the meaning of Code
Section 42(i). The Project Loan documents shall contain such other terms as may be Consented to
by the Limited Partner.
8.12 Development Fee.
62
(a) The Partnership has entered into a Development Agreement (materially in the form of
Exhibit A attached hereto) of even date herewith with the Developer fo¡ its services in connection
with the development and construction of the Project. [n consideration for such services, a
Development Fee in a total amount equal to $300,000 shall be payable by the Partnership, in
accordance with the terms of the Development Agreement and Article Xi of this Agreement. ln no
event shall full payment of the Development Fee be laterthan the thirteenth arrriversary ofplacernent
in service. It is anticipated that $ I 85,602 of the Development Fee will be defened and paid pursuant
to Article XI. b) The Partnership has entered into a Construction lncentive Management Fee
Agreement of even date herewith with the General Partner in the form attached hereto as Sþþ!!!!
for its services in connection with value engineering of the construction of the Project. Payment of
any fee due under such Agreement shall be subject to the requirements of the Project Lenders and
consent of the Limited Parhrer.
8.13 Incentive Management Fee. The Partnership has entered into an Incentive
Management Fee Agreement in the form attached hereto as Exhibit B, with the General Partner of
even date herewith for its services in managing the business of the Partnership for the period from
the date hereof throughout the term of the Partnership. In no event shall the Incentive Management
Fee be cumulative. Payment of such fee shall be in accordance with any applicable requirements of
the Project Lenders.
8.14 Withholding of Fee Payments
(a) Conditions for Withholding. In the event that (i) the General Partner or any
successor General Partner shall not have substantially complied with any material provisions under
this Agreement, or under the limited partnership agreement with respect to an Affiliated Partnership,
after Notice from the Limited Partner of such noncompliance and failure to cure such noncompliance
within a period of thirty (30) days from and after the date of such Notice, or (ii) any Project Lender
shall have declared the Partnership to be in default under any Project Loan or under any ofthe
mortgage loans as to an Affiliated Partnership, or (iii) foreclosure proceedings shall have been
commenced against the Project or against an Project owned by the Affiliated Partnership, then (A)
the General Partner shall be in default of this Agreement, and the Partnership shall withhold payment
of any installment of fees and/or allowance payable pursuant to Sections 4.02(s), 8.12 and/or 8.13
and (B) the General Partner shall be liable for the Partnership's payment of any and all installments
of the Development Fee payable pursuant to Section 8.12.
(b) Release of Fegs. A1l amounts so withheld by the Partnership under this
Section 8.14 shall be promptly released to the payees thereof only after the General Partner has cured
the default justifoing the withholding, as demonstrated by evidence reasonably acceptable to the
Limited Partner.
8.15 Selection ofManasementAeent; Terms ofManaqement Agreement. ThePartnership

shall engage such person, firm or partnership as the General Partner may select, and as the Limited
Partner may approve, which approval shall not be unreasonably withheld (hereinafter referred to as
63
"Management Agent") to manage the operation ofthe Project during the rent up period and following
Final Closing. The Management Agent shall be paid a management fee subject to the approval ofthe
Agency and/or the Project Lenders, ifrequired, and the Special Limited Partner, but in no event will
the annual management fee be greater than five percent (5%) of the annual gross revenues of the
Project. The contract between the Partnership and the Management Agent and themanagementplan
fortheProjectshallbeintheformsetforthinW,withsuchchangesacceptab1etothe
Agency and/or the Project Lenders, if required, and reasonably acceptable to the Special Limited
Partner. Such contract shall provide, among other things, that it shall be cancelable upon thirty (30)
days' prior notice from the Partnership, and that the Management Agent will accrue the management
fee to the extent necessary at any time to prevent a default under any Project Loan. Whenever the
management agent for the Project is the General Partner or an Affiliate of the General Partner, the
management agreement shall provide that it is immediately terminable at the election of the Limited
Partner or Special Limited Partner in the event of (a) the removal or withdrawal of the General
Partner, or (b) any material breach of or noncompliance with any provision of this Partnership
Agreement by the General Partner or any Affiliate of the General Partner. Any other agreement
entered into by the Partnership and any General Partner or any Affiliate thereof shall specifically
provide that such agreement shall be immediately terminable at the election ofthe Limited Partner or
Special Limited Partner if the General Partner is removed or withdraws is approved by the parties
hereto as the initial Management Agent.
8.16 Removal of the Management Aeent. The General Partner:
(a) may, upon receiving any required approval of the Project Lenders and the
Limited Partner, dismiss the Management Agent as the entity responsible for the Project under the
terms of the contract between the Partnership and the Management Agent, and
(b) shall, at the request ofthe Limited Partner, remove the Management Agent if
the Special Limited Partner determines that the same is necessary to protect the interest of the
Partnership or if the Management Agent is declared Bankrupt, is dissolved, ormakes an assignment
for the benefit of its creditors, or for any intentional misconduct by the Management Agent or its
negligence in the discharge of its duties and obligations as Management Agent (subject to the
fulfillment and expiration of any notice and/or opportunity to cure provisions of the Management
Agreement), including, without limitation, for any action or failure to take any action which:
(i) violates in any material respect any provision of the Management

Agreement entered into with the Partnership and approved by the Project Lenders, ifrequired, and/or
any material provision of the Project Documents and/or the Loan Documents applicable to the
Project, or the Project Lenders-approved management plan for the Project;
(ii) violates in any material respect any provision of this Agreement or

provision of applicable law; or
64
(iii) causes the Project to be operated in a mannerwhichifcontinuedwould
give rise to an event which would cause or would likely cause a recapture of LIHTC.
8.17 Replacement of the Management Asent. Upon the removal of the Management
Agent as the entity responsible for the management of the Project, a substitute Management Agent
which is not an Affiliate of the General Partner shall be named by the General Partner, subject to the
approval of the Project Lenders, if required, and the approval of the Limited Partner.
8.18 Loans to the Partnership The Partnership is authorized to receive Operating Deficit
Loans and GP Loans on the terms set forth in this Agreement. In addition, if (a) additional funds æe
required by the Partnership for any purpose relating to the business of the Partnership or for any of its
obligations, expenses, costs or expenditures, and (b) the Partnership has not received an Operating
Deficit Loan, or GP Loan to pay such amounts, then the Partnership mayborrow such fr¡nds as are
needed from a Person or organization, other than a Partner or an Affiliate of a Partner, in accordance
with the terms ofthis Section 8.18, for such period oftime and on such terms as the General Partner
and the Limited Partner may agree; provided, however, that no such additional loans shall be secured
by any mortgage or other encumbrance on the property ofthe Partnership without the prior approval
of the Limited Partner except that such approvals shall not be required in the case of the
hypothecation of personal property purchased by the Partnership and not included in the security
agreements executed by the Partnership at the time of Initial Closing. Nothing in this Section 8.18
shall modify or affect the obligation of the General Partner to make Operating Deficit Loans and to
perform its obligations when and as required by this Agreement.
8.19 Affiliate Guarantv. Concurrently with the execution of this Agreement, the General
Partner shall deliver to the Limited Partner (a) the Affiliate Guaranty fully executed by each Affiliate
Guarantor, (b) a pledge and security agreement executed by the General Partner in the form of
Exhibit E attached hereto (the "General Partner Pledge"), wherein the General Partner pledges and
grants a security interest in its General Partner interest in the Partnership and in each Affiliated
Partnership to secure its obligation under this Agreement, and (c) an opinion of counsel to the
Affiliate Guarantors in form satisfactory to the Limited Partner regarding the Affiliate Guaranty and
the General Partner Pledge.
8.20 DevelopmentAdvisoryFee. ADevelopmentAdvisoryFeel of STT,2l4shallbepaid

to Virginia Community Development Corporation, or its assigns, upon execution ofthis Partnership
Agreement, in consideration ofVirginia Community Development Corporation's services in assisting
and overseeing the Developer in performing its obligations under the Development Agreement.
8.21 Accounting Fee. An accounting fee shall be paid to Housing Capital Corporation of
Virginia under the Agreement to Provide Accounting and Reporting Services, ths form of which is
attached hereto as þþþi!¡l
65
8.22 Public Relations. The General Partner shall provide written and timely notice of any
groundbreaking, ribbon-cutting or other public relations ceremonies for the Project to the Limited
Partner and recogni zethe Limited Partner and the Limited Partner's members at such public relations
ceremonies.
rne¡¡spnns eNo nHTInclLcEuKs oN rneNsprns

OF INTERESTS OF LIMITED PARTNERS
9.01 Restrictions on Transfer of Limited Pqftners' Interests.
(a) Under no circumstances will any offer,

sale, transfer, assignment,
hypothecation or pledge of any Limited Partner lnterest be permitted unless the General Partner, in
its sole discretion, shall have Consented thereto, and the Project Lenders, ifrequired, also shall have
Consented thereto, provided however, that the General Partner shall not unreasonably withhold its
Consent to the pledge by the Limited Partner of its Limited Partner Interest or a transfer of its rigþt to
receive distributions hereunder, so long as no pledgee or transferee shall have any right to become a
Substitute Limited Partner in the Partnership or exercise any voting rights of the Límited Partner.
(b) The Limited Partner whose interest is being transfened shall pay such
reasonable expenses as may be incurred by the Partnership in connection with such transfer.
(c) Nothing in this Section 9.01 shall limit the authority of the Limited Partnerto
sell, transfer andlor assign interests within the Limited Partner or to transfer Interests of the Limited
Partner to (i) any Affiliate of the Limited Partner or Special Limited Partner, in the sole discretion of
the Limited Partner, at any time and from time to time, or (ii) to any other Person once during the
term of this Agreement upon Notice to the General Partner(s).
9.02 Admission of Substitute Limited Partners.
(a) Subject to the other provisions of this Article IX, an assignee ofthe lnterest of
a Limited Partner (which shall be understood to include any purchaser, transferee, donee, or other
recipient of any disposition of such Interest) shall be deemed admitted as a Substitute Limited
Partner of the Partnership only upon the satisfactory completìon of the following:
(i) Consent of the General Partner (which may be withheld in its sole
ofthe Project Lenders, ifrequired, shall havebeen given; such Consent
discretion), and the consent
of the General Partner may be evidenced by the execution by the General Partner of an amended
Agreement and/or Certificate evidencing the admission of such Person as a Limited Partner pursuant
to the requirements to the Act, provided, however, that no Consent shall be required for any sale,
transfer or assignment pursuant to Section 9.01 (c);
66
andprovisionsof this,f }""*:ii'"iffiH:t:ffi :i'.Ïirî:åî:xiri",ffi,1:L'Hiffiì
hereto, and such other documents or instruments as the General Partner may require in order to effect
the admission of such Person as a Limited Partner;
(iiÐ an amended Agreement and/or Certificate evidencingtheadmission of

such Person as a Limited Partner shall have been filed for recording pursuant to the requirements of
the Act;
(iv) if the assignee is a corporation, the assignee shall have provided the
General Partner with evidence satisfactory to Counsel for the Partnership of its authority to become a
Limited Partner under the terms and provisions of this Agreement; and
(v) the assignee or the assignor shall have reimbursed the Partnership for
all reasonable expenses, including all reasonable legal fees and recording charges, incurred by the
Partnership in connection with such assignment.
(b) For the purpose ofallocation ofprofits, losses and credits, and for the purpose
of distributing cash of the Partnership, a Substitute Limited Partner shall be treated as having
become, and as appearing in, the records of the Partnership as a Partner upon his signing of an
amendment to this Agreement agreeing to be bound hereby.
(c) If the General Partner has determined it will Consent to the admission, the
General Partner shall cooperate with the Person seeking to become a Substitute Limited Partner by
preparing the documentation required by this Section and making all official filings and publications.
In such event, the Partnership shall take all such action, includingthe filing, if required, of any
amended Agreernent and/or Certificate evidencing the admission of anyPerson as a Limited Partner,
and the making of any other offrcial filings ând publications, as promptly as practicable after the
satisfaction by the assignee of the lnterest of a Limited Partner of the conditions contained in this
Article IX to the admission of such Person as a Limited Partner of the Partnership. Any cost or
expense incurred in connection with such admission shall be bome by the Substitute Limited Partner.
9.03 Rights of Assienee of Partnership Interest.
(a) Except as provided in this Article and as required by operation of law, the
Partnership shall not be obligated for any purpose whatsoever to recognize the assignment by any
Limited Partner of its Interest until the Partnership has received actual Notice thereof.
(b) Any Person who is the assignee of all or any portion of a Limited Partner's
Interest, but does not become a Substitute Limited Partner, and who desires to make a further
assignment of such Interest, shall be subject to all the provisions of this Article IX to the same extent
and ìn the same manner as any Limited Partner desiring to make an assignment of its lnterest.
67
*to"r, o*o o"r,o,ffiå1lrtåf ,,no,ruo ro*^r**
10.01 Manasement of the Partnership. No Limited Partner shall take part in the
management or control ofthe business of the Partnership nor transact anybusiness in the name ofthe
Partnership. Except as otherwise expressly provided in this Agreement, no Limited Partner shall
have the power or authority to bind the Partnership or to sign any agreement or document in the
name of the Partnership. No Limited Partner shall have any povver or authority with respect to the
Partnership except insofar as the consent of any Limited Partner shall be expressly required and
except as otherwise expressly provided in this Agreement.
rc.02 Limitatior-r on Liabilit]¡ of Limited Partners. The liability of each Limited Partner is
limited to its Capital Contribution as and when payable under the provisions of this Agreement, and
as provided under the Act. No Limited Partner shall have any other liability to contribute money to,
or in respect of the liabilities or obligations of, the Partnership, nor shall any Limited Partner be
personally liable for any obligations of the Partnership, except as and to the extent provided in the
Act. No Limited Partner shall be obligated to make loans to the Partnership.
10.03 Other Activities. Any Limited Partner may engage in or possess interests in other
ventures of every kind and description for its own account, including without limitation, serving as
general partner or managing member of other limited partnerships or limited liability companies
which own, either directly or through interests in other limited liability companies or limited
partnerships, government-assisted housing projects similar to the Project. Neither the Partnership
nor any of the Partners shall have any right by virtue of this Agreement in or to such other business
ventures to the income or profits derived therefrom.
p nor n s. Lo s #lTlE ðisrzue urr oN s
1 1.01 Allocation of Profits and Losses Other Than From Capital Transactions.
(a) Manner ofDetermination. Profits, Losses and credits for all pu{poses ofthis
Agreement shall be determined in accordance with the definition ofthe sameunderArticle II of the
Agreement (as applicable) and in accordance with the accrual accounting method and in accordance
with applicable Code sections and Treasury Regulations governing same-
(b) Allocations. All Prof,rts and Losses, except those items in Sectíons 7l.02,
1 1.05 and 1 1.07 below, shall be allocated to the Partners in accordance with their Percentage
Interests. Every item of income, gain, loss, deduction, or tax preference entering into the
computation of such Profits and Losses, or applicable to the period during which such Profits and
Losses were realized, shall be considered allocated to each Partner in the same proportion as Profits
and Losses are allocated to such Partner.
68
11.02 Allocation of Proñts and Losses from Capilal Transactions. Except to the extent
provided in Sections 71.07, Prof,its and Losses recognized by the Partnership upon a Capital
Transaction shall be allocated in the following manner:
(a) Profits shall be allocated (i) first, to the Partners with negative Capital
Account balances, that portion of gains (including any gains treated as ordinary income for federal
income tax purposes) which is equal in amount to, and in proportion to, such Partners'respective
negative Capital Accounts in the Partnership; provided that no gain shall be allocated under this
Section 1 1.02(a)(i) to a Partner once such Partner's Capital Account is brought to zero and (ii)
second, gains in excess of the amount allocated under (i) shall be allocated to the Partners in the
amounts and to the extent necessary to increase the Partners'respective Capital Accounts so that the
proceeds distributed under Section 11.04(Ð and (g) will be distributed in accordance with the
Partners' respective Capital Accounts.
(b) Losses shall be allocated (i) fìrst, to the extent and in such proportions as the
respective positive balances in all Partners' Capital Accounts, and (ii) second, any remaining loss to
the Partners in accordance with the manner in which they bear the economic risk of loss associated
with such loss or, if none, to the Partners in accordance with their Partnership Interests.
(c) Anyportion of the Profits treated as ordinary income for federal income tax
purposes under Sections 1245 and 1250 of the Code ("Recapture Amount") shall be allocated on a
dollar for dollar basis to those Partners to whom the items of Partnership deduction or loss giving
rise to the Recapture Amount had been previously allocated.
11.03 Distributions: Net Cash Flow.
(a) Determination of Net Cash Flow. Net Cash Flow shall be determined
separately for each fiscal year or portion thereof commencing on the day after Final Closing and shall
not be cumulative. Wherever there is a reference to the distribution ofNet Cash Flow pursuant to the
provisions of this Agreement, Net Cash Flow shall be deemed to be limited to Surplus Cash
available for distribution. Income received by the Partnership from the period commencing with the
date of receipt of the initial certifîcate of occupancy with respect to the Project and ending on the
date of the Final Closing shall not be distributed during such period and shall be treated as Net Cash
Flow with respect to the first Payment Date following Final Closing.
(b) Manner of Distribution. Subject to the approval of the Project Lenders, if

required, Net Cash Flow shall be applied and/or distributed on each Payment Date in the following
priority:
(i) first, to the Limited Partner in accordance with its respective Percentage
Interest until the aggregate amount of distributions made to the Limited Partner under this Section
1 1.03(bxi) for the current and all prior years equals the Assumed Limited Partner Tax Liability for
69
the current and all prior years;
(ii) second, to the Limited Partner in an amount equal to any LIHTC Reduction
Guaranty Payment or Unpaid LIHTC Shortfall;
(iiÐ third, to the General Partner in accordance with its respective Percentage
Interest until the aggregate amount of distributions made to the General Partner under this Section
I 1 .Q3(bxiiÐ for the current antl all prior years equals the Assumed General Partner Tax Liability for
the current and all prior years;
(iv)
fourth, to the Developer until all amounts due under the Development
Agreement have been paid in full;
(v) fifth, following the full payment of amounts due under the Development
Agreement, to the pro rata payment of any outstanding Operating Deficit Loans and GP Loans, based
upon the respective outstanding balances ofeach;
(vi) sixth, to replenìsh the Operating Reserve to an amount not to exceed $50,000;
(vii)
seventh, eighty percent (80%) of the balance, not to exceed S20,000 per
annum, to the payment of the Incentive Managernent Fee;
(viii) eighth, to the repayment of the General Partner Capital Account up to an

amount not to exceed S81,288; and
(ix) thereafter, 99.99%to the Limited Partner; .009%to the General Partner; and
.001% to the Special Limited Partner.
(c) Distributions to be Subject to Rezulatory Restrictions. Notwithstanding the

foregoing, during such time as regulations of the Project Lenders are applicable to the Project, the
total amount ofNet Cash Flow which may be so distributed to the Partners with respect to any fiscal
year shall not exceed such amounts as such regulations permit to be distributed.
1 Capital Transactions and Liquidation ofPartnership. Except as maybe

1.04 Distributions:
required under Section 12.02(b),the proceeds resulting from the liquidation ofthe Partnership assets
pursuant to Section 72.02, and the net proceeds resulting from any Capital Transaction, as the case
may be, shall be distributed and applied in the following order of priority:
(a) to thepayment ofall matured debts and liabilities ofthePartnership (including

amounts due pursuant to any Project Loan and all expenses of the Partnership incident to any such
sale or refinancing), excluding (1) debts and liabilities of the Partnership to Partners or any
Affiliates, and (2) all unpaid fees owing to the General Partner under this Agreement;
70
(b) to the setting up of any reserves which the Liquidator (orthe General Partner
if the distribution is not pursuant to the liquidation of the Partnership) deems reasonably necessary
for contingent, unmatured or unforeseen liabilities or obligations of the Partnership;
(c) to the payment of any debts and liabilities (including unpaid fees) owed to the
Partners or any Affiliates by the Partnership for Partnership obligations; provided, howevet, that the
foregoing debts and liabilities owed to Partners and their Affiliates shall be paid or repaid, as
applicable, in the following order of priority, if and to the extent applicable: (i) to the Limited
Partner, an amount equal to any outstanding LIHTC Reduction Guaranty Payment, or any Unpaid
LIHTC Shortfall (applied first to accrued but unpaid interest (at the Default Rate) and then
principal); (ii) to the Limited Partner, an amount equal to any Special Additional Capital
Contribution; (iii) to the payment of any outstanding GP Loans and loans made by the General
Partner pursuant to Section 8. I I (a)(i) and/or 8. I I (a)(ii) pro rata based on their respective outstanding
balances, if applicable; (iv) amounts due under the Development Agreement; (v) amounts due with
respect to Operating Deficit Loans, if any; and (vi) any other such debts and liabilities;
(d) to the General Partner and Limited Partners in proportion to the relative
amounts ofNet Projected Tax Liabilities of the General Partner and the Limited Pafner's members
or partners and their respective members or partners until they each have received, cumulatively, an
amount equal to their respective Net Projected Tax Liabilities;
(e) to payment of the Guarantor LIHTC Compliance Loan;
(Ð to the payment ofthe General Partner's Capital Account in an amount not to

exceed $56,180; and
G) the balance ,9.99oÁ to the General Partner, 90o/o to the Limited Partner, and
.001% to the Special Limited Partner.
Written determination of the proposed distributions proceeds of Capital

of
Transactions, showing all relevant calculations and assumptions, shall be delivered to the Limited
Partner and Special Limited Partner not later than twenty (20) days prior to the Partnership entering
into any agreement for a Capital Transaction, and written confirmation or anyrevision thereof shall
be delivered to the Limited Partner and Special Limited Partnernot laterthan twenty (20) days prior
to the making of any such distribution.
I 1.05 Distributions and Allocations: General Provisions.
(a) Inanyyearin which aPartnersells, assignsortransfersall oranyportionofan

Interest to any Person who during such year is admitted as a substitute Partner, the share ofall profits
and losses allocated to, and of all Net Cash Flow and of all cash proceeds distributable under Section
1 1.04 distributed to, all Partners which is attributable to the Interest sold, assigned or transferred
shall be divided between the assignor and the assignee ratably on the basis of the number ofmonthly
71
periods in such year before, and the number of monthly periods on and after, the first day of the
month during which such Person is admitted as a substitute Partner.
(b) The Partnership shall, subject to any applicable limitation on the distribution
of Net Cash Flow and any required approval by the Project Lenders, distribute Net Cash Flow not
less frequently than annually in the manner provided in Section 11.03(b).
(c) in the event that there is a determination that there is any original issue
discount or imputed interest attributable to the Capital Contribution of any Partner, or any loan
between a Partner and the Partnership, any income or deduction of the Partnership attributable to
such imputed interest or original issue discount on such Capital Contribution or loan (whether stated
or unstated) shall be allocated solely to such Partner.
(d) In the event that the deduction ofall or a portion ofany fee paid or incurred by
the Partnership to a Partner or an Affiliate of a Partner is disallowed for federal income tax purposes
by the Intemal Revenue Service with respect to a taxable year of the Partnership, the Partnership
shall then allocate to such Partner an amount of gross income of the Partnership for such year equal
to the amount of such fee as to which the deduction is disallowed.
(e) If any Partner's Interest in the Partnership is reduced but not eliminated
because of the admission of new Partners or otherwise, or if any Partner is treated as receiving any
items of property described in Section 751(a) of the Code, the Partner's Interest in such items of
Section 751(a) property that was property of the Partnership while such Person was a Partner shall
not be reduced, but shall be retained by the Partner so long as the Partner has an Interest in the
Partnership and so long as the Partnership has an Interest in such property.
(Ð ln accordance with Section 704(c) of the Code (relating to allocations with

respect to appreciated contributed property) and the Regulations thereunder, income, gain, loss, and
deduction with respect to any property contributed to the capital ofthe Partnership shall be allocated,
solely for tax pu{poses, among the Partners so as to take account of any variation between the
adjusted basis of such property to the Partnership for federal income tax purposes and its fair market
value. Any elections or other decisions relating to such allocations shall be made by the General
Partner in any manner that reasonably reflects the purpose and intention of this Agreement.
(g) In the event that the General Partner makes any Operating Deficit Loans
pursuant to Section 8.11(b), any deductions or losses of the Partnership attributable to the use of
those funds shall be specially allocated to the General Partner.
(h) Any income attributable to the Capital Contribution of the General Partner
will be allocated to the General Partner.
(i) Any income attributable to the modification ofany ofthe Project Loan(s) shall
be allocated 100% to the General Partner.
72
11.06 Capital Accounts.
(a) Establishment and Maintenance. A separate Capital Account shall be

maintained and adjusted for each Partner. There shall be credited to each Partner's Capital Account
the amount of its Capital Contribution, the fair market value of any property contributed to the
Partnership (net of any liabilities secured by such property) and such Partner's distributive share of
the net income gains and profits for tax purposes of the Partnership; and there shall be charged
against each Partner's Capital Account the amount of all cash flow distributed to such Partner, the
fair market value of any properly distributed to such Partner (net of any liabilities secured by such
property), the net proceeds resulting from the liquidation of the Partnership's assets or from any sale
or refinancing ofthe Project distributed to such Partner, and such Partner's distributive share of the
losses for tax purposes of the Partnership. Each Partner's Capital Account shall be maintained and
adjusted in accordance with the Code and the Treasury Regulations thereunder. The foregoing
provisions and the other provisions of this Agreement relating to the maintenance of Capital
Accounts are intended to comply with Treas. Reg. $ 1.704-l(b), and shall be interpreted and applied
in a manner consistent with such regulations. It is the intention of the Partners that the Capital
Accounts maintained under this Agreement be determined and maintained throughout the full term
of this Agreement in accordance with the accounting rules of Treas. Reg. $ 1.70a-lþ)(2)(iv).
(b) Deficit Capital Accounts: Regulatorv Liquidation. In the event that the
Partnership is liquidated within the meaning of Treas. Reg. $ 1.704-1(b)(2xiÐ(Ð, if the General
Partner's Capital Account has a deficit balance (after giving effect to all contributions, distributions
and allocations), the General Partner shall make Capital Contributions in the amount of such deficit
in compliance with Treas. Reg. $1.704-1(bx2xiÐ(b)(3). In the event that the Limited Partner's
Capital Account should have a deficit balance at such time, it shall have no obligation to fund or
otherwise contribute capital to the Partnership in connection with such deficit. Notwithstanding the
foregoing, in the event the Partnership is liquidated within the meaning of Treas. Reg. $ l-7Q4-
t(bx2xiixg) but no event has occurred under Section 12.01 to dissolve the Partnership, the
Partnership assets shall not be liquidated, the Partnership's liabilities shall not be paid or discharged,
and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have
contributed all of its assets and liabilities to a new limited partnership in exchange for an interest in
the new limited partnership. Immediately thereafter, the terminated Partnership shall be deemed to
have distributed interests in the new limited partnership to the Parhrers of the terminated Partnership
in proportion to their respective interests in the terminated Partnership in liquidation of the
terminated Partnership.
73
11.07 Special Allocations. Notwithstanding anything to the contrary contained in Section
I 1.01(a) or (b), the following special allocations in all events apply in determining the allocation of
Profits and Losses among the Partners and are made prior to the allocations required under $1 I .01 (a)
and (b):
(a) Depreciation and LIHTC.
(i) Depreciation (cost recovery) deductions and LIHTC are allocated to

the Partners in accordance with their Percentage Interests.
(ii)Any recapture of LIHTC is allocated to the Partners that were allocated

(or whose predecessors-in-interest were allocated) the depreciation/cost recovery deduction and
LIHTC associated therewith.
(b) Limitation on Allocations of Losses.
(Ð To the extent the allocation of any Losses to a Partner would cause that
Partner to have an Adjusted Capital Account Deficit at the end of any fiscal year of the Partnership,
then those Losses will not be allocated to that Partner, but rather will be specially allocated to the
remaining Partners in proportion with their relative interests in the Partnership.
(ii) In the event some but not all of the Partners would have Adjusted
Capital Account Deficits due to an allocation of Losses, the limitation set forth in this
Section 1 1.07(b) shall be applied on a Partner-by-Partner basis so as to allocate the maximum
permissible Losses to each Partner who is not a General Partner under Treas. Reg.
$ I .704- I (b)(2xiixd). All Losses ìn excess of the limitation set forth in this Section I 1 .07(b) shall be
allocated to the General Partner.
(c) Profit Chareeback, To the extent any l,osses are specially allocated to a Partner
in accordance with Section I 1.07(b), then Profits will thereafter first be specially allocated to such
Partner in proportion to and in an amount (1) up to but not exceeding the amount of any such special
allocation of Losses away from such Partner under such subparagraph (b) but (2) not to the extent that
Losses or depreciation deductions would be allocated to the remaining Partners in excess ofthe amount
permitted by 1 1.07(b).
(d) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year shall be
allocated to the Partners in accordance with their Percentage Interests.
(e) Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for

any fiscal year shall be specially allocated to the Partner or Partners that bear the Economic Risk of
Loss with respect to the Partner Nonrecourse Debt to which such Partner Non¡ecourse Deductions
are attributable in accordance with Treas. Reg. $l .704-2(b)(4) and Treas. Reg. $1.70a-2(i).
74
(Ð Partnership Minimum Gain Chareeback. Notwithstanding any otherprovision
of this Agreement, if there is a net decrease in the Partnership's Minimum Gain attributable to
Nonrecourse Liabilities during any taxable year, each Partner shall be specially allocated apro rata
portion of each of the Partnership's items of income and gain for such year (and, if necessary for
subsequent years) in proportion to, and to the extent of, an amount equal to such Partner's share of
the net decrease in such Minimum Gain during such taxable year as determined in accordance with
the provisions of Treas. Reg. $ I .70a-2G)Q). In the event that such net decrease in the Partnership's
Minimum Gain occurs in connection with the disposition of all or any portion of the Project, then
any items of Partnership income or gain allocated in accordance with the previous sentence shall first
consist of gain recognized by the Partnership as a result of such disposition. It is the intent that the
allocations provided in this Section 11,07(Ð shall be determined in accordance with and only to the
extent required by Treas. Reg. $l .704-2(Ð and $(2)(i).
(g) PartnerMinimum GainCharseback. Notwithstandinganyotherprovisionof

this Agreønent, if there is a net decrease in the amount of the Partnership's Minimum Gain during
any taxable year with respect to a Partner Nonrecourse Debt, the Partner bearing the Economic Risk
of Loss with respect to such PartnerNonrecourse Debt shall be specially allocated apro ratapofüon
of each of the Partnership's items of income and gain for such taxable year (and, if necessary, for
subsequent years) in proportion to, and to the extent ofthe amount of such Partner's share ofthe net
decrease in such Minimum Gain during such taxable year as determined in accordance with the
provisions of Treas. Reg. $1 .704-2(i)(4\. In the event that such net decrease in the Partner's
Minimum Gain occurs in connection with the disposition of all or any portion of Project, then any
items of Partnership income or gain allocated in accordance with the previous sentence shall first
consist of gain recognized by the Partnership as a result of such disposition. It is the intent that the
allocations provided in this Section 1 I .07(g) shall be determined in accordance with and only to the
extent required by the provisions of Treas. Reg. $1.704-2(i) and (iX2XiÐ.
(h) Oualified Income Offset. If a Parhrer unexpectedly receives any adjustments,

allocations, or distributions described in $1.704-1(bX2XiiXdX4), (5) or (6) of the Regulations, then
items ofPartnership income or gain will be specially allocated to that Partner in an amount and manner
sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit
of that Partner as quickly as possible. The special allocations required pursuant to this subparagraph (h)
are made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit
after all other allocations provided for in this Article 1l have been tentatively made as if this
subparagraph (h) were not in the Partnership Agreement. This subparagaph (h) is intended to comply
with the qualified income ofßet requirements of $1.704-1(bx2xii)(d) of the Regulations and will be
interpreted consistently therewith.
(i) Gross Jncome Allocation. In the event any Partner has a defìcit Capital
Account at the end of any fiscal year in excess of the sum of (i) the amount that such Partner must
restore pursuant to any provision of this Agreement, if any, and (ii) the amount such Partner is
deemed obligated to restore pursuant to the penultimate sentence of Treas. Reg. $ 1.704-2(g) and $
1.104-2(i)(5), such Partner shall be specially allocated items of Partnership income and gain in the
75
amount of such excess as quickly as possible, provided that an allocation pursuant to this Section
11.07(i) shall be made if an,il only to the extent that such Partner would have a deficit Capital
Account in excess of such sum after all other allocations provided for in this Article XI have been
tentatively made as if this Section i 1.07(i) and Section I 1.07(h) hereof were not in the Agreement.
of any
1j¡ $754 Adiustment. To the extent an adjustment to the adjusted tax basis
Partnership Property undertaken pursuant to $734(b) or 743(b) of the Code is required to be taken into
account in determining the Capital Accounts of the Partners under Treas. Reg. $i.704-1(b)(2)(iv)(m),
then the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the
adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such
guitr or loss will be specially allocated to the Partners in amanner consistent with themanner in which
their Capital Accounts are required to be adjusted pursuant to the aforementioned section of the
regulations.
(k) Intentionally Deleted.
(l) Excess Nonrecourse Liabilities. Solely for purposes of determining a Parürer's

proportionate share of the "excess noffecouße liabilities" of the Partnership within the meaning of
Treas. Reg. g1.752-3(a)(3), the Parfirers' respective interests in Partnership Profits shall equal their
Percentage lnterests (determined without regard to Section 11.07(a)-(k).
(m) Authoritv tq Vary Allocations to Preserve and Protect Partners' Intent
(i) It is the intent of the Partners that each Partner's distributive share of
income, gain, loss, deduction, or credit (or item thereof) shall be determined and allocated in
accordance with this Article XI to the fullest extent permitted by Section 704(b) of the Code. In
order to preserve and protect the determinations and allocations provided for in this Article XI, the
General Partner, shall upon the direction in writing ofthe Special Limited Partneç allocate income,
gain, loss, deduction, or credit (or item thereof) arising in any year differently than otherwise
provided for in this Article XI as necessary to ensure that all allocations of income, gain, loss,
àeduction o¡ credit (or item thereof) to the Partners are permitted by Section 704(b) of the Code and
Treasury Regúlations promulgated thereunder. Any allocation made pursuant to this Section 1 1.07
shall be deemed to be a complete substitute for any allocation otherwise provided for in this Article
XI and no amendment of this Agreement or approval of any Partner shall be required.
(ii) In making any allocation (the "new allocation") under Section

I 1 .07(mXi), the General Partner is authorized to act only upon the direction in writing ofthe Special
Limited Partner or the Limited Partner.
(iii) If the General Partner receives a recommendation from the

Accountants to make any new allocation in a manner less favorable to the Limited Partner than is
otherwise provided for in this Article XI, then the General Partner shall do so only with the Limited
Partner's or the Special Limited Partner's Consent and only after having given the Limited Partner
76
and the Special Limited Partner the opporfunity to discuss such allocation with the Accountants, and
only after the General Partner has been advised by the Accountants that it is permitted by Section
704(b) of the Code, to allocate income, gain, loss, deduction, or credit (or item thereof) arising in
later years in such manner so as to bring the allocations of income, gain, loss, deduction, or credit (or
item thereof¡ to the Limited Partners as nearly as possible to the allocations thereof otherwise
contemplated by this Article XI.
(n) Grant Income. Any income recognized as a result of any receipt of grants by
the Partnership shall be allocated one hundred percent (100%) to the General Partner. However, if
the General Partner is exempt from federal income taxation under Code Section 501(c)(3) or any
other Code provision, then the allocations to the General Partner under this Section 1 1.07(n) shall be
limited to the highest percentage of the Partnership's property treated as tax-exempt use property, as
reflected in the Projections.
1 1.08 Desisnation ofTax Matters Pafner. The General Partner hereby is designated as Tax
Matters Partner of the Partnership, and shall engage in such undertakings as are required of the Tax
Matters Partner of the Partnership, as provided in regulations pursuant to Section ó231 of the Code.
Each Partner, by its execution of this Agreement, Consents to such designation of the Tax Matters
Partner and agrees to exgcute, certifr, acknowledge, deliver, swear to, file and record at the
appropriate public offices such documents as may be necessary or appropriate to evidence such
Consent. Notwithstanding the foregoing, the Limited Partner has the right to approve and disapprove
all substantial actions that may be taken by the General Partner in its capacity as Tax Matters Partner.
Notwithstanding any other provision of this Agreement, the Special Limited Partner hereby is
granted authority at any time to be admitted as a general partner by converting all or portion of its
limited partner Interest to a general partner Interest for the purpose of acting as the Tax Matters
Partner with all the authority and powers given to the General Partner as Tax Matters Partner of the
Partnership under the Code and under this Agreement. The Special Limited Partner may exercise its
right to assume the Tax Matters Partner responsibilities for the Partnership, as provided herewith,
upon ten (10) days notice to the then existingTax Matters Partner and General Partner and may
continue as Tax Matters Partner indefinitely. In the event that the Special Limited Partner exercises
its right to become a general partner and to assume duties ofthe Tax Matters Partner, the pre-existing
Tax Matters Partner will resign in accordance with Treas. Reg. $ 301.6231(a)(7)-l(Ð and will
redesignate the new general partner as Tax Matters Partner in accordance with Treas. Reg.
$ 301.6231(aX7)-l (e). Each Partner, by its execution of this Agreement Consents to such admission
and designation and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the
appropriate public offices such documents as may be necessary or appropriate to evidence such
Consent. The Special Limited Partner shall, upon such admission, replace the General Partner as
Tax Matters Partner and shall have thereafter all the authority and powers given to the General
Partner as Tax Matters Partner of the Partnership under the Code and under this Agreement. Unless
otherwise specifically provided or agreed, the new Tax Matters Partner General Parhrer in these
circumstances will not be responsible for or have the right to conduct any operational ormanagerial
functions of the Partnership besides those required to discharge its responsibilities as Tax Matters
Partner.
77
I 1.09 Authoritv of Tax Matters Partner.
(a)
The Tax Matters Partner shall have and perform all of the duties required
under the Code, including the following duties:
(i) Furnish the name, address, profits interest, and taxpayeridentificationnumber

of each Partner to the Intemal Revenue Service (the "Service"); and
(ii)
Within five calendar days after the receipt by the General Partner or an
Affiliate thereof or the Partnership of any correspondence or cornmunication relating to the
Partnership or a Partner or an Affiliate of a Partner from the Service, the Tax Matters Partner shall
forward to each Partner a photocopy of all such correspondence or communication(s). The Tax
Matters Partner shall, within five calendar days thereafter, advise each Partner in writing of the
substance and form of any conversation or communication held with any representative of the
Service.
(b)The Tax Matters Partnershall, upon requestbythe Limited PartneE permit the
Limited Partner to include its attomey in the power of attorney (Form 2848) for the Partnership for
any taxable years under a tax audit or in a tax administrative Appeals process.
(c) TheTax Matters Partnershall notwithoutthe Consent ofthe Special Limited

Partner:
(i)Extend the statute of limitations for assessing or computing any tax liability
against the Partnership (or the amount of character of any Partnership tax items);
(ii)
Engage an accounting firm or counsel to represent the Partnership before the
Internal Revenue Service;
(iii)
Settle any audit with the Service conceming the adjustment or readjustment of
any partnership item(s) (within the meaning of Section 6231(aX3) of the Code);
(iv) File a request for an administrative adjustment with the Service at anytime or
file a petition for judicial review with respect to any such request or select the forum for judicial
review of any lntemal Revenue Service determination;
(v)Initiate or settle any judicial review or action concerning the amount or

character of any partnership tax item(s) (within the meaning of Section 6231(a)(3) of the Code);
(vi)
lntervene in any action brought by any other Partner forjudicial review ofa
fi nal partnership administrative adjustment; or
78
(vii) Take any other action not expressly permitted by this Section I I .09 on behalf
of the Partners of the Partnership in connection with any adrninistrative or judicial tax proceeding.
(d) In the event of any Partnership-level proceeding instituted by the Service

pursuant to Sections 6221 tlrough6233 of the Code, the Tax Matters Partner shall consult with the
Special Limited Partner regarding the nature and content of all action and defense to be taken by the
Partnership in response to such proceeding. The Tax Matters Partner also shall consult with the
Special Limited Partner regarding the nature and content of any proceeding pursuant to Sections
6221throufii 6233 of the code instituted by or on behalf ofthe Partnership (including the decision to
institute proceedings, whether administrative or judicial, and whether in response to a previous
Service proceeding against the Partnership or otherwise).
1 1.10 Expenses ofTax Matters Partner. The Partnership shall indemnifo and reimburse the
Tax Matters Partner for all expenses, including legal and accounting fees, claims, liabilities, losses
and damages incurred in connection with any administrative or judicial proceeding with respect to
the tax liability of the Partners. The payment of all such expenses shall be made before any
distributions are made from Net Cash Flow or any discretionary reserves are set aside by the General
Partner. The General Partner shall have the obligation to provide funds for such purpose to the
extent that Partnership funds are not otherwise available therefor. The taking of any action and the
incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except
to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner and the
provisions on limitations of liability of the General Partner and indemnification set forth in Section
8.08 of this Agreement shall be f.rlly applicable to the Tax Matters Partner in its capacity as such.
ARTICLE XII
SALE. DIS S OLUTION AND LI_QJJIDATION
12.01 Dissolution of the Partnership. The Partnership shall be dissolved upon the earlier of
the expiration of the term of the Partnership, or upon:
(a) the withdrawal, Bankruptcy, death, dissolution or adjudication of

incompetency of the General Partner who is at that time the sole General Partner, subject to the
provisions of Section 6.03, unless a majority in interest ofthe other Partners, within ninety (90) days
after receiving Notice of such withdrawal, Bankruptcy, death, dissolution or adjudication of
incompetence, elects to designate a successor General Partner(s) and continue the Partnership upon
the admission of such successor General Partner(s) to the Partnership;
(b) the sale or other disposition of all or substantially all of the assets of the
Partnershíp, subject to the provisions of Section 6.03;
(c) the election by the General Partner, with the Consent of amajority in interest
of the other Partners; or
79
(d) any other event causing the dissolution of the Partnership under the laws ofthe
Commonwealth of Virginia.
12.02 Windine Up and Distribut-ion.
(a) Upon the dissolution of the Partnership pursuant to Section 12.01, (i) a
Certificate of Cancellation shall be filed in such offices within the Commonwealth of Virginia as
may be required or appropriate and (ii) the Partnership business shall be wound up and its assets
liquidated as provided in this Section 12.02 and the net proceeds of such liquidation, except as
provided in Section 12.02(b) below, shall be distributed in accordance with Section 11.04.
(b) it is the intent of the Partnersthat, upon liquidation of the Partnership, any
liquidation proceeds available for distribution to the Partners be distributed in accordance with the
Partners' respective positive Capital Account balances and in accordance with Treas. Reg. $ 1.704-
1(bX2XiÐ(ôX2). The Partners believe that distributions under Section 11.04 will effecfuate such
intent. In the event that, upon liquidation, there would otherwise be any conflict between a
distribution pursuant to the Partners'respective positive Capital Account balances and the intent of
the Partners with respect to distribution of proceeds as provided in Section I 1.04, the Liquidator
shall, notwithstanding the provisions of Sections 11.01, 11.02, 11.03 and 11.05, allocate the
Partnership's gains, profits and losses in a manner that will, as nearly as possible, cause the
distribution of liquidation proceeds to the Partners to be in accordance both with the Partners'
economic expectations as set forth in Section I 1.04 and theirrespective Capital Accountbalances. If
the Partnership's gains, profits and losses are insufficient to cause the Partners' Capital Accounts to
be in such amounts as will permit liquidation proceeds to be distributed both in accordance with the
Partners'respective positive Capital Account balances and Section ll.D4,then liquidation proceeds
shall be distributed in accordance with the Partners' respective positive Capital Account balances
after the allocations described herein have been made.
(c) The Liquidator shall file all certificates and notices of the dissolution of the
Partnership required by law. The Liquidator shall proceed without any unnecessary delay to sell and
otherwise liquidate the Partnership's property and assets; provided, however, that if the Liquidator
shall determine that an immediate sale ofpart or all of the Partnership property would cause undue
loss to the Partners, then in order to avoid such loss, the Liquidator may, except to the extent
provided by the Act, defer the liquidation as may be necessary to satisfy the debts and liabilities of
the Partnership to Persons other than the Partners. Upon the complete liquidation and distribution of
the Partnership assets, the Partners shall cease to be Partners of the Partnership, and the Liquidator
shall execute, acknowledge and cause to be filed all certificates and notices required by the law to
terminate the Partnership.
(d) Upon the dissolution of the Partnership pursuant to Section 12.01, the
Accountants shall promptly prepare, and the Liquidator shall fumish to each Partner, a statement
setting forth the assets and liabilitìes of the Partnership upon its dissolution. Promptlyfollowingthe
80
complete liquidation and distribution of the Partnership property and assets, the Accountants shall
prepare, and the Liquidator shall furnish to each Partner, a statement showing the manner in which
the Partnership assets were liquidated and distributed.
ARTICLE XIII
BOOKS AND RECORDS. ACCOUNTING.
TAX ELECTIONS. ETC.
13.01 Books of Account. The General Partner shall keep proper and complete books of
account for the Partnership. Such books of account shall be kept at the principal office of the
Partnership and shall be open at all times for examination and copying by the Limited Partner or its
authorized representatives. The General Partner shall retain such books ofaccount for six years after
the later of the termination of the Partnership or the end of all applicable compliance periods under
the Regulations. All decisions as to the fiscal year and accounting methods to be used by the
Partnership shall be made only with the prior written consent of the Limited Partner. kr addition, the
General Partner shall comply with all record keeping and record retention requirements applicable to
low-income housing projects under the Code and Regulations, and shall provide such information to
the Partners for their compliance.
13.02 Financial Reports.
(a) Agreement with VHCC The Partnership shall enter into an agreement with Virginia
Housing Capital Co¡poration ("VHCC"), essentially in the form attached hereto as E¡þ!þ!!.L
pursuant to which VHCC will provide certain accounting and reporting services to the Partnership.
(b) Monthlv Reports. Within ten days after the end of each month, the General Partner
shall deliver to the Partners with respect to such month a cash flow statement for the Partnership,
with a detailed itemization of all Partnership receipts and expenses, and with such additional
information as shall be reasonably requested by the Partners (the foregoing, collectively, the "Cash
Flow Report"). Notwithstanding the foregoing, if the Limited Partner believes that the Project is
experiencing or may experience adverse operating results or any other material adverse condition, the
Limited Partner, by notice to the General Partner, may require the delivery of Cash Flow Reports
within five days after the end of each month, until such time as the Limited Partnerbelieves that the
adverse condition affecting the Project is no longer present or threatened. At Limited Partner's
request, copies of all proposed leases and tenant income certification information for the initial
occupant of each dwelling unit shall be delivered concurrently with such Cash Flow Report prior to
execution thereof by the Partnership.
(c) Govemmental and Lender Reports. The General Partner shall also deliver to the
Limited Partner any financial or performance report required to be provided by the Partnership to any
federal, state or local governmental agency or to any Partnership lender. Any such report shall be
8l
delivered to the Limited Partner within five days after such report is filed with any such
governmental agency or Partnership lender.
13.03 Budgets and General Disclosure. The General Partnershall prepare and deliverto the
Limited Partner no later than the 60 days prior to the beginning of each fiscal year of the Partnership
a detailed annual operating and capital improvements budget for the operation ofthe Project during
such fiscal year. Such budgets shall specifically list all budgeted expenses in all major categories
including, but not limited to, administration, operation, repairs and maintenance, utilities, taxes,
insutance, interest, debt service with respect to the Project Loans, capital improvements, and all
budgeted expenses which are to be paid to the General Partner or its Affiliates. Such a budget shall
be deemed "approved" for purposes of this Partnership Agreement only when such budget has been
approved by the Limited Partner. The General Partner shall keep the Limited Partner informed
conceming the general state of the business and financial condition ofthe Partnership and shall, upon
the reasonàble request of the Limited Partner, furnish to the Limited Partner fuIl information,
accounts and documentation conceming the state of the business and financial condition of the
Partnership. The General Partner shall also provide the following statements or disclosures to the
Limited Partners:
(a) Semiannual Reports. Semiannually, within 45 days after the end of the second and
fourth fiscal quarters of the Partnership, until the later to occur ofthe following events: (i) all Capital
Contribution installments of the Limited Partner have been made, or (ii) the Project is placed in
service, a report on the status of the Partnership. Such report will include the following, and will
contain updated and revised information if there has been any change in facts previously reported.
(i) a description of the Project, including the status of construction or

rehabilitation to be performed in connection with the Project (which information shall be
provided on the Project until construction or rehabilitation is complete);
(ii) of the financing for the Project, including mortgage financing,

a description
any state or local govemment loans, any operating deficit guaranty, the Limited Partner's
Capital Contributions to the Partnership and any other contributions or loans to the
Partnership;
(iii) a description of any applicable ¡ental subsidy for the Project;
(iv) the terms ofanyperformancebonds, development cost guarantees, operating

deficit guârantees and other credit enhancements provided in connection with the Project;
(v) the fees, and other financial incentives provided to the General Partner and its
Affiliates; and
(vi) any draw or call upon or demand for payment of or under any operating deficit
guarantee, operating reserve, contractor performance bonds or completion guarantee.
82
(b) Arulual Reports. Within 100 days afterthe end ofeach fiscal year ofthe Partnership,
a statement prepared by the General Partner,which statement shall include the following:
(Ð a report summarizing the fees, commissions, compensation and other

remuneration and reimbursed expenses paid by the Partnership for such fiscal year to the
General Partner or any Affiliates of the General Partner and the services performed;
(ii) areport ofthe activities and investments ofthe Partnership during the period
covered by the report; and
(iii) a comparison of actual and projected tax benefits for the year.
The statement will be accompanied by audited financial statements of anyAffiliate

Guarantor.
(c) Demands for Palrrnent. Within three business days of the exercise thereof, any draw
or call upon or demand for payment of or under any operating deficit guarantee, operating reserve,
contractor performance bonds or completion guarantee.
(d) Notices of Default. Immediately upon notice of such a default, any default by the
Partnership in any loan, including any state or local govemment loan or other financial obligation, of
the Partnership or its General Partner.
(e) Notices of IRS Proceedings. Immediately upon receipt of such notice, any notice of
any IRS proceeding or any other audit, review or inspection by an federal, state or local
governmental agency or Project Lender involving the Partnership.
13.04 Tax Information. The General Partner shall file all necessary tax forms related to the
formation of the Partnership, including, if required, Form8264 (related to the registration of a tax
shelter). VHCC shall also provide such federal tax information as required underits agreement with
the Partnership as set forth on Exhibit J.
13.05 Selection of Accountants. The Limited Partner shall be entitled to select a firm of
certified public accountants that are experienced in LIHTC and that will prepare the Partnership's
year-end financial statements and the Partnership's annual tax retums. The fee of such accountants
shall be paid by the Limited Partner out of the accounting fee payable to it pursuant to Section 5.5(c)
of this Partnership Agreement.
13.06 Section 754 Elections. In the event of a transfer of all or any part of the Interest of a
General Partner or of a Limited Partner, the Partnership may elect, pursuant to SectionsT43 and754
ofthe Code (or any corresponding provision of succeeding law), to adjust the basís ofthe Partnership
property i{ in the opinion of the Limited Partner, based upon the advice of the Accountants, such
83
election would be most advantageous to the Limited Partner. Each Partner agrees to fumish the
Partnership with all information necessary to give effect to such election.
13.07 Fiscal Yeqr and Accounting Method. The fiscal year of the Partnership shall be the
fiscal year of the Limited Partner, which ends at December 3 1,2007;provided, however, that upon
request from the Limited Partner, the fiscal year of the Partnership shall become the calendar year.
All Partnership accounts shall be determined on an accrual basis.
13.08 Late Report Penalties. (i) Intheeventthattherçortsofinformationprovidedfor

in Sections 13.02(b) or 13.03 above are, at any time, not provided within the time frames set forth
therein, the General Partner shall be obligated to pay to the Limited Partner the sum of $200.00 per
day, as liquidated damages, for each day from the date upon which such report(s) or information is
(are) due pursuant to the provisions of the aforesaid Sections until the date upon which such report(s)
or information is (are) provided in form acceptable to the Limited Partner. In the event that the
reporting requirements set forth in any of the above provisions of this Article XIII are not met, the
Limited Partner, in its reasonable discretion, may direct the General Partner to dismiss the
Accountants, and to designate successor Accountants, subject to the approval ofthe Limited Partner;
provided, however, that if the General Partner and the Limited Partner cannot agree on the
designation of successor Accountants, the successor Accountants shall be designated by the Limited
Partner in its sole reasonable discretion, and the fees of such successor Accountants shall be paid by
the General Partner.
ARTICLE XIV
AMENDMENTS
14.01 Proposal and Adoption of Amendments. This Agreement may be amended by the
General Partner with the Consent of the Limited Partner; provided that such Consent shall not be
un¡easonably withheld as to anyproposed amendment which does not affect the obligations of the
General Partner or the rights of any of the Partners under this Agreement; and further provided that,
if the Limited Partner proposes an amendment to this Agreement which either (a) increases or
imposes upon the Limited Partnerthe obligation to restore a deficit balance in its Capital Account, or
(b) prospectively decreases the obligation of the Limited Partner to restore a deficit balance in its
Capital Account in a subsequent Fiscal Year ofthe Partnership, the General Partner shall effectuate
the adoption of such amendment; provided, however, that the General Partner shall notbe liable to
the Limited Partner for any adverse tax consequences that may result from any such increase or
decrease.
ARTICLE XV
CONSENTS. VOTING AND MEETTNGS
84
15.01 Method of Givine ColseJrt. Any Consent required by this Agreement may be given
by a written Consent given by the consenting Partner and received by the General Partner at or prior
to the doing of the act or thing for which the Consent is solicited.
15.02 Submissions to Limited Partners. The General Partner shall give the Limited Partner
Notice of any proposal or other matter required by any provision of this Agreement or by law to be
submitted for consideration and approval of the Limited Partners. Such Notice shall include any
information required by the relevant provision or by law.
15.03 Meetines: Submission of Matter for Votíng. A majority in Interest of the Limited
Partners shall have the authority to convene meetings of the Partnership and to submit matters to a
vote of the Partners.
ou*ffi?ktoîÏrtro*t
16.01 Burden and Benefit. The covenants and agreements contained herein shall bebinding
upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the
respective parties hereto.
16.02 Applicable Law. This Agreement shall be construed and enforced in accordance with
the laws of the Commonwealth of Virginia.
16.03 Counterparts. This Agreement may be executed in several counterparts, each of

which shall be deemed to be an original copy and all of which together shall constitute one
agreement binding on all parties hereto, notwithstanding that all the parties shall not have signed the
same counterpart.
16.04 Separabilltv of Provisionq. Each provision of this Agreement shall be considered

separable, and if for any reason any provision which is not essential to the effectuation of the basic
purposes of this Agreement is determined to be invalid and contrary to any existing or future law,
such invalidity shall not impair the operation of or affect those provisions of this Agreement which
are valid.
16.05 Entire Asreement. This Agreement sets forth all (and is intended by all parties to be
an integration of all) of the representations, promises, agreements and understandings among the
parties hereto with respect to the Partnership, the Partnership business and the property of the
Partnership, and there are no representations, promises, agreements or understandings, oral or
written, express or implied, among them other than as set forth or incorporated herein.
Notwithstanding anything to the contrary in this Agreement or the Commitment Letter, the terms and
conditions of this Agreement supersede the terms and conditions of the Commitment Letter.
85
16.06 Liabilit]¡ ofthe Limited Partner. Notwithstanding anything to the contrary contained
herein, neither the Limited Partner nor any of its members shall have any personal liability to any of
the parties to this Agreement with regard to the representations and covenants extended, or the
obligations undertaken, by the Limited Partner under this Agreement, except that the Limited Partner
shall be personally obligated to fund its Capital Contributions when, as and if required by this
Agreement and subject to any defenses and offsets it may have with respect to the funding of such
Capital Contributions. In the event that the Limited Partner shall be in default under any ofthe terms
of this Agreement, the sole recourse of any party hereto for any indebtedness due hereunder, or for
any damages resulting from any such default by the Limited Partner, shall be either against the
Interest of the Limited Partner and the capital contributions of the members of the Limited Partner
(either directly or through another Limited Partner) allocated to, and remaining for investment in, the
Partnership; provided, however, that under no circumstances shall the liability of the Limited Partner
for any such default be in excess of the amount of Capital Contribution payable by the Limited
Partner to the Partnership, under the terms of this Agreement, at the time of such default, less the
value of the Interest of the Limited Partner, if such lnterest is claimed as compensation for damages.
16.07 Environmental Protection.
(a) The General Partner represents and warrants that (i) it has no knowledge of
any deposit, storage, disposal, burial, discharge, spillage, uncontrolled loss, seepage or filtration of
anyHazardous Substances at, upon, rurder or within the Land or any contiguous real estate and (ii) it
has not caused or permitted to occur, and it shall not permit to exist, any condition which may cause
a discharge of any Hazardous Substances at, upon, under or within the Land or on any contiguous
real estate.
(b) The General Partner further represents and warrants that (i) neither it nor, to
the best of its knowledge, any other party has been, is or will be involved in operations at or,
pursuant to the General Partner's best knowledge, near the Land, which operations could lead to (A)
a determination of liability under the Hazardous'Waste Laws as to the Partnership or (B) the creation
of a lien on the Land under the Hazardous Waste Laws or under any similar laws or regulations; and
(ii) the General Partner has not permitted, and will use best efforts not to permit, any tenant or
occupant of the Project to engage in any activity that could impose liability under the Hazardous
Waste Laws on such tenant or occupant, on the Land or on any other owner of the Project.
(c) The General Partner shall comply strictly and in all respects with a1l material
requirements of the Hazardous Waste Laws and related regulations and with all similar laws and
regulations.
(d) It shall at all times indemnify and hold harmless the Limited Partner against
and from any and all claims, suits, actions, debts, damages, costs, charges, losses, obligations,
judgments and expenses, of any nature whatsoever, suffered or incurred by the Limited Partner and
arising from its investment in the Partnership, under or on account of the Hazardous Waste Laws or
any similar laws or regulations, including the assertion of any lien thereunder.
86
(e) For purposes of this Section 76.07, the term "Hazardous Substances" shall
mean and include, without limitation, any hazardous, toxic or dangerous substance, waste or
material, specifìcally including for purposes of this Agreement any petroleum or crude oil or fraction
thereof, friable asbestos or asbestos containing material, polychlorinated biphenyls or urea
formaldehyde foam insulation defined as such in , regulated by or for the purpose of, or in violation
of anyHazardous Waste Laws. As used in this Agreement, the term "Hazardous Waste Laws" shall
mean any governmental requirements pertaining to land use, air, soil, subsoil, surface water,
groundwater (including the quality of protection, clean-up, removal, remediation or damage of or to
land, air, soil, subsoil, surface water and groundwater), including, without limitation, the following
laws as the same may be from time to time amended: the Comprehensive Environmental Response
Liability and Compensation Act,42 U.S.C. $ 9601, et seq., the Resource Conservation and Recovery
Ac|42 U.S.C. $6901, et seq., the Toxic Substances Control Act, 15 U.S.C. $ 2601 et seq., the
Federal Water Pollution Control Act, 33 U.S.C. $1251 et seq., the Safe Drinking Water Act,42
U.S.C. $ 300f el seq., the Clean Air Act, 42 U.S.C. $ 7401 et seq., the Rivers and Harbors Act, 33
U.S.C. $ 401 et seq., the Transportation Safety Act of 1974, portions of which are located at 49
U.S.C. $ 1801 et seq., the Endangered Species Act, 16 U.S.C. $ 1531 et seq., or any so-called
"superfund" or "superlien" law, together with any other foreign or domestic laws (federal, state,
provincial or local), common law, local rule, regulation (including, without limitation, any future
change in judicial or administrative decisions interpreting or appllng any of the laws, rules or
regulations referred to herein) relating to emissions, discharges, release or threatened releases ofany
Hazardous Substances into ambient air, land, soil, subsoil, surface water, groundwater, personal
property or structures; or otherwise relating to the manufacture, processing distribution, use
treatment, storage, disposal, transport, discharge orhandling of anyHazardous Substances, now or at
any time hereafter in effect.
16.08 Notices. All notices, demands, requests or other communications to be sent by one
party to the other hereunder or required by law shall be in writing and shall be deemed to have been
validly given or served by delivery of same in person to the addressee or by depositing same with
Federal Express for next business day delivery or by depositing same in the United States rnail,
postage prepaid, registered or certified mail, retum receipt requested, addressed as follows:
(a) To the Limited Partner:
Housing Equity Fund of Virginia XI, L.L.C.

c/o Virginia Housing Capital Corporation
1840 West Broad Street
Richmond, Virginia 23220-21 5l
with a copy to:
Applegate &Thome-Thomsen, P.C.

322 South Green St¡eet
87
Suite 400
Chicago, Illinois 60607
Attention: Thomas Thome-Thomsen
(b) CVHC Colonial Heights Apartments, Inc.

208 Hudgins Road
Attention: Gary Parker, President
with a copy to:
Kanady & Quinn, P.C.

7130 Glen Forest Drive
Suite 120
Attention: Johnson Kanady III
All notices, demands and requests shall be effective upon such personal delivery or upon
being deposited with Federal Express or in the United States mail as required above. However, with
respect to notices, demands or requests so deposited with Federal Express or in the United States
mail, the time period in which a response to any such notice, demand orrequest must be given shall
commence to run from the next business day following any such deposit with Federal Express or, in
the case of a deposit in the United States mail as provided above, the date on the return receipt of the
notice, demand or request reflecting the date of delivery or rejection of the same by the addressee
thereof. Rejection or other refusal to accept or the inability to deliver because of changed address of
which no notice was given shall be deemed to be receipt of the notice, demand or request sent. By
giving to the other party hereto at least 30 days' written notice thereof in accordance with the
provisions hereof, the parties hereto shall have the right from time to time to change their respective
addresses and each shall have the right to speciff as its address any other address within the United
States of America.
16.09 Headings. A1l section headings are for convenience only and shall not be taken into
consideration in interpreting or otherwise construing this Agreernent.
I 6.1 0. Pronouns and Plurals. All pronouns and any variations thereof shall be deemed to
refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons
may require.
16.11. VHDA Morteaee Requirements. Notwithstanding any other provision of this

Agreement, this limited partnership and the Partners shall be subject to regulation and supervisionby
the Virginia Housing Development Authority ("VHDA") in accordance with the Virginia Housing
Development Authority Act, the Rules and Regulations ofVHDA, and the Deed ofTrust executed or
88
to be executed by the Partnership for the benefit of VHDA and shall be further subject to the exercise
by VflDA of the rights and powers conferred on VHDA thereby. Notwithstanding any other
provision of this Agreernent, VHDA may rely upon the continuing effect of this provision which
shall not be amended, altered, waived, supplemented or otherwise changed without the prior written
consent of VHDC.
89
iN TVITNESS WHEREOF, the parties have affixed their signatures and seals to this
Amended and Restated Agree,ment of Limited Parbership of Colonial Heights Aparbnents 2006,
L.P., as ofthe date first written above.
GE}|ERALPARTNER:
CVHC Colonial Hei Aparhnents, Inc.,
,'Prqside,nt
)
) ss.
COMMONWEALTII OF VIRGINIA )
Before nre, the undersigned Notary Public in and for the aforesaid County and State,
personally appeared Gary Parker, in his capacity as President of CVHC Colonial Heights
Apartuents, Ïnc., a Virginia corporation, the Ge,ner¿l Parhrer of Colonial Heights Aparhnelrts ,2006,
L.P., a Virginia limited parhership, and being duly svorn, acknowledged the execution of the
foregoirig Amended and Restated Agree,ment oflimited Partrership.
Wihess myhand and notarial seal this !k)é"tof May,2008.
Mvq4ËjiÌ'":Tä'*,
90
LIMITED PARTNER:
Housing Equity Fund of Virginia XI, L.L.C., a

Virginia limited liability company
By: VirginiaHousing Capital Corporation, its

managing merrber
By:
fuild O. Trent, Vice hesident
CITY OF RTCHMOND )
) ss.
coMMoNwEALTH OF VTRGTNIA )
Before me, the undersigned Notary Public in and for the aforesaid County and State,
personally appeared Adld O- Trent, in his capacity as Vice President of Virginia Housing Capital
Corporatio4 as managingmember of Housing EquityFund ofVirginia)t, L.L.C., a Virginia limited
liability company, as Limited Partrer of Colonial Heights Apartments, 2006, L.P, a Virginia limited
parbrership, and being duly swom, acknowledged the execution of the foregoing Amended and
Restated Agreement of Limited Partnershþ.
Witress myhand and notarial seal this 1z dayofMay,
'
My Cornmission þxpires:
-r/ii /zoto
Regisûation Number:
7ôs /9?7
9t
SPECIAL LiMTED PARTNER:
Virginia Affordable Housing Management

Corporation, a Virginia corporation
A,uXl,W^t
"r, fuild O. Trent, hesident
CTTYoFRTCHMOND )
) ss.
coMMoNwEALTH OF VrRcrNrA )
Before me, the undersigned Notary Public in and for the aforesaid County and State,
personally appeared Arild O. Trent, in his capacity as President of the Special Limited Parfrrer,
Virginia Affordable Housing Manageme.nt Corporation, a Virginia corporation, and being duly
sworn, acknowledged the execution ofthe foregoing Amended and Restated Agreement oflimited
Partnership.
Witness my hand and notarial seal this /L day of May, 200g.
My CommissionE4pires¡
s /è/ /2oro
Registation Number:
7as /3çt
92
WITÏTDRAWING LIMIIED.PARTNER:
)
) ss.
)
Before me, the undersigned Notary Public in and for the aforesaid County and Statg
personally appeared Gary Parker, in his capacity as the sole member of GPI}, LLC, the
ltrithdrawing Limited Parher of Colonial
Heights Apartrrents, 20A6, L.P, a Virginia limited
parhership, aad being duly sworr¡ acknowledged the execution of the foregoing Anended and
Restated Agreement of Limited Parhrership.
lVitress myhand and not¿rial seal this 16lyh dayofMa¡ 2008.
Tr4"ryì-'l"Ttto*'
c:\Docr¡ments and settings\dcorbett\Application Data$Iummingbhd\Dlu\Tenp\cHlCAco+g1141-v7-colonial_LpA-usE_TÏils_vERsloN.Doc
93
Colonial Heights
Apartments 2006,LP
0.009% 0.001o/o

CVHC Colonial Heights Housing Equtty Fund of
Management Corporation
Apartments, Inc. Virginia XI
Special Member
General Partner Investor Member
Arild Trent, President

Gary Parker
Executive Director
Virginia Housing capital Corp.

Managing Member
TAB C
(VA SCC Certification)
I
þtufu f,rrpn mffinn ffinwmiøstsw

f Çtffi tfre lftofbwíngfrorn tfrø Wcor{s of tfre Comwission:
A certificate of llmited partnership was filed with the Cofimiss¡on on behalf of Cohnlsl Heþhb
Apartments 2006, L.P., a llmlted partnershlp formed under lhe laws of VlRGlNlA, effeclive as of
March 02, 2006.
As nf the date below, articles of canceìlalion have not been filed in this officÈ by Colonial
Heîghts Apsrtments 2006, L.P., a Mrginia lirnited partnershlp,
Nothing rnore is hereby certified.
1'
Sþne{anfSatfe[ øt Wcfr,norúon tfrís Ðate:
ffi
frLørcfr 6, 2A06
-rS0353
ffiturfu flnrpr rerffisn ünmmrrrøisn
f Ce*ify tfre Foffownngþorn tfrc t\çcarfs of t{æ Cowwissían:
The foregoing ic a tn¡o copy of all documentE filed ln thle offÌce by Çolonial Heþhts Aparhnonls
Ê00â, LP., a VIRGINIA Limited Partnerehip.
Nothrng more iç hereby certifled.
Sígnel øn{ Sea[ûf at frþfrnon[ on tfrß rÐate:
ffi
frlørcfr 6, z0t6
'It.
Accfr" Cførflof
TAB I)
(Princip al' s Previou s P articip ation CertifÏcation)
Previous Porticipotion Certificotion
Development Nome: Coloniol Heighls

Nome of Appliconl: Coloniol Heighls Aportments 200ó, L.P.
Controlling Generol Portner: CVHC Coloniol Heighls Aporlmenls, lnc
INSTRUCTIONS:
I Thiscertificotion must be signed by on individuol who is, or is outhorized to ocf on beholf of the Controlling Generol
Portner (if LP) or Monoging Member (if LLC) of the Applicont, os designoted in the Applicotion. VHDA will occept on
outhorizotion document, which gives signotory oulhorizotion to sign on beholf of the principols.
2 Altoch resumes for eoch principol of lhe generol portnership (GP) or limited liobility compony (LLC) ond on
orgonizotion chort for the limited portnership (LP) ond LLC.
3 A Schedule A is required for eoch principol of lhe GP.
4 For eoch property listed os "non-complionce found," pleose ottoch o detqiled explonotion of the nofure of the non-
complionce, stoting whether or not it hqs been resolved.
5 The dote of this certificotion must be no more thon 30 dqys prior lo submission of the Applicofion.
Fqilure to disclose informc¡lion crboui properlies which hove been founcj lo be oul of complionce or ç¡ny maleriol mis-
represenlotions ere grounds for rejeclion of on cpplicotion and piohibilion ogcrinst ftrture opplicolions.
DEFINITIONS:
For lhe purpose of lhis Certificotion, the following definitions sholl opply:
Development sholl meon the proposed multifomily rentol housing development identified obove.
Porticiponts sholl meqn the principols who will porticipote in lhe ownership of the development.
Principol sholl meon ony person (including ony individuol, joinl venture, portnership, limited liobilily compqny,
corporotion, nonprofit orgonizotion, trusl, or ony other public or privote entity) thot (i) with respect to the propose<J
development, will own or porticipote in the ownership of the proposed development or (ii) with respecl to on existing
mullifomily renlol project, hos owned or porticipoted in the ownership of such project, oll os more fully described
hereinbelow, The person who is the owner of lhe proposed development or multifomily rentol project is considered o
principol. ln delermining whether ony other person is o principol, the following guidelines sholl govern:
L ln the cose of o portnership which is o principol (whelher qs the owner or olhewise), oll generol portners ore olso
considered principols, regordless of the percentoge interest of the generol portner;
2. ln the cose of o public or privote corporolion or orgonizolion or governmenlol entity thqt is o principol (whether os
the owner or otherwise), príncipols olso include the president, vice president, secretory, qnd treosurer qnd other
officers who ore directly responsible to the boord of directors or ony equivolent governing body, os well os oll
directors or other members of the governing body ond ony stockholder hoving o 25% or more interest;
3. ln the cose of q limited liqbility compony (LLC) thot is o principol (whether os the owner or otherwise), qll members
ore olso considered principols, regordless of the percentoge interesl of the member;
4. ln the cose of q trusl lhot is q principol (whether qs the owner or otherwise), oll persons hoving o257" or more
beneficiol ownership inlerest in the ossets of such trust;
5. ln the cose of ony other person thot is o principol (whether qs the owner or olherwise), oll persons hoving o 25% or
more ownership inleresl in such other person ore olso considered principols; ond
Any person thot directly or indirectly conlrols, or hos the power lo control, q principol sholl olso be considered o
principql.
CERTIFICATIONS:
I hereby certÌfy thot oll the stotemenls mode by me ore true, complete
ond correct to lhe best of my knowledge ond
Schedule A ond ony stotements otloched to this
belief ond ore mode in good foith, including lhe doto contoined in
cerlificotion.
this Certificqtion:
l I further certify thot for the period beginning ì0 yeors prior to the dote of
rentol project, no proiect hos been
o. During ony time thot ony of the porticiponts were principols in ony multifomily
upon, no .ortgog" Àos been in defouit, ossigned to the mortgoge insurer (governmenlql or privqte)'
foreclosed
nor hos mortgoge relief by the mortgogee been given;
rentol project, there hos not been

b. During ony time lhot ony of the porticipqnts were principols in ony multifomily
to the construction or rehobililotion, use, operqtion,
ony breoch by lhe owner of ony ogreements reloting
monogement or disposition of the proiecl;
qs o result of stote or federol oudits'
c. To the besi of my knowledge, there ore no unresolved findings roised
monogement reviews o¡- oIh"¡. governmenìol investigotions concerning ony multifomily rentol project in which ony
of the porticiponls were principols;
renlol projecl, there hos not been q
d. During ony time thot ony of the porticipqnts were principols in ony multifomily
qssislance contrqct for lhe proiecl;
suspe-nsion or terminotion of poyments under ony stole or federol
presently, to my knowledge, the subiect of o
e. None of the porticiponls hos been convicted of o felony ond is not
comploint or indiciment chorging o felony. A felony is defined os ony offense punishoble by imprisonment for o
yeor, but-doLs nof include ony offense clossified os o misdemeonor under lhe lows of o stote
lerm exceeding one
ond punishoble by imprisonment of two yeors or less;
by ony federol or stote
f. None of the porticiponts hos been suspended, deboned or othewise restricted
governmentol entiiy from doing business with such governmentol entily; ond
g. None of the porliciponts hos defoulted on on obligotion covered by

o surely or performonce bond ond hos not
been the subject of o cloim under on employee fidelity bond'
Aulhority (vHDA) employee or o

2. further cerlify thot none of the porticiponts is o virgìniq Housing Development
I
member of the immediote household of ony of ils employees'
of o multifomily rentol housing proiect

3. Ifurlher certify thot none of the porticiponts is porticipoting in the ownership
qs of this dote on which construction hos stopped tor o peiod in excess of 20 doys or (in the cose of o multifomily
stote governmentol entity) which hos been subslontiqlly
rentol housing project ossisted by ony federol or
for more thon 90 doys but for which requisite documenls for closing, such os the finol cost cerlificotion'
completed
hove nol been filed with such governmenlol entity'
further cerlify thol none of lhe porticiponts hos been found by

ony federol or stote governmentol enlily or courl to
4. I
employment opportunily or foir housing lows or
be in noncompliqnce with ony opplicoble civil rights, equol
regulotions.
further certify thot none of the porticiponls wos o principol in

ony mullifomily renlol project which hos been found
s. I
foiled to comply with Section 42 o1 the lnternol
by ony federot or stqte governmeniol entily or.ouit to hove
the period of time in which lhe porticiponl wos o principol in such
ñå";;r; ðãoe ot 198ó,'os omended, during
by siriking through the words' ln the cqse

Slotements obove (if ony) lo which I connol cerlify hove been deleled
6. lo exploin the relevqnt focls ond
of ony such delefion, I hove qftoched lrue ond occurote stolemenl
q
circumslonces.
ARNING: lF
WARNING: TI{IS clhRlll-lc4#,'N
IF Tl{ls CERTI L.uN¡ÂlN) l\r\I
ãonTR¡Ns MISREPRESENTATION oF
ANY rvtrrr\rrÑr:Jt'r\,ñrrv¡ì vr ¡A MATFRIAI FACT, TI"IH AUTI.IORITY MAY REJTCI
ñ ;öü¿fu,NCOME r-rcusrNc ANÞ MAy pRor"rnrT Tr-rF sußMtssloN BY Tl"lE APPl..lcANT oF
TAX cRrDrTS
^*r-"^riöñ
CATICJÑS TA9/íÚCá CREDITS IN THE FUTIJRE
Juo Ktl*e-r r"-,rt-r-', 5^t3*Ó7

Prinled Nome
Dote (must hre no more thqn 30 cjcrys prior lo st¡bmission of fhe Appllcotion)
Schedule A: llst of All Tox Credit Developmenls fot Eoch Prlncipol lo this Certificotion
Compleie the following, using seporote poge(s) os needed, for eoch principol. List oll developments thot hove
received ollocotions of tox credits under Seclion 42 of the lRC.
Contolllng G. P. of Proposed Projecl? Yes
CV
YorN
Princ¡pol's Nqme:
Nome of OwnershiP EntilY

ond Phone Number
I
2
3
4
ç
6
7
ð
I
l0
ll
t2
t3
l4
t5
ló
17
l8
t9
20
zt
22
t1
24
25
26
27
28
29
30
3l
32
33
34
35
Jö
37
Jð
39
40
41
43
44
45
Iotol Unils
Dote (must be no more lhon 30 doys prior to submission of lhe Applicotion)
Schedule A: Lisl of All Tox Credit Developmenls for Eoch Principol to lhis Certificotion
CompleTe The following, using seporote poge(s) os needed, for eoch principol. List oll developments thot hove received
ollocotions of tox credits under Secfion 42 of the lRC.
Cenirol Virginio Housing Coolilion - Gory Porker, Execulive Director Conlrolling G. P. ot Proposed Project? No
Principol's Nome: YorN
Controlling Non-
Generol Totol Low complionce
Nome of Owneßhip Enfity ond Porlner? ToTol Dev lncome Ploced ìn 8ó09(s) lssue Found? Y/N
Þh^hÃ Nl' rhl-rôr lYlNlì llñi+c llnilc \anriea ñ¡ta lExoloin Yesl
'|
2
3
4
5
6
7
8
I
t0
ll
12
IJ
t4
tÃ
16
t7
l8
19
20
21
22
23
24
25
26
27
28
29
30
3t
aa
34
J5
36
J/
38
39
Colo¡ial Heights
Apar-ünents 2006, LP
0.009% 0.001o/o 99.99%

CVflC Colonial Heights Housing Equrty Fund of
Management Corporæion
Apartnents, Inc, VirginiaXl
Special Member
General Parher Ihvestor Member
Arild Trent, President

Gary Parker
Executive Director
Virginia Housing capital Corp.

Managing Member
GARY W. PARKËR
1.1229 Trisler Drive

Fredericksburg, V h ZZ4g7
(54O) 8e8-4266
PROFESSIONAL OgJECTIVE
Opportunities to appÌy my skilÌs, abilíties and experience in operations and association
agement in a corporata environment.
SUMMARY OF OUALIFICATIONS
Experience and credentíals reflect demonstrated expertise in senior-and-executíve level
mañâgement in highþ competitive arenas.
Operations Management
l Design and institute public relations programs. Build rapport with key civic,
business and community ínfluentials.
o Direct logistics issues. Negotiate contracts and agreements with local, regional
and nationalvendors.
o Develop innovative programs to increase public awareness and enhance market
penetration.
r Craft customized projects to attracl and grow membership ol individual, small
business and corporate acctunts.,
Resouree Management
t Oversee all personnel issues. Validate compliance with EEO, Affirmative Aciion
and ADA re¡ruirornonic
' I dãJ¡;;ü;;;iä'i"";"r srowinsy'downsizins employee base in conjunciion
with goals and economlc issues.
t Oversee benefits and cornpensatlon programs. lnstÍtute träíning plans to
lncrease profesÇionalism and credibllþ of staff.
e Execute formalappraisalprograms. Evaluate individual and group productivity
ståndards.
Flnaneial ñllanagemenl
. Design budgets and management fiscal units. Track overhead costs with an
eye on improving bottor*.line profít levels.
o Coordinate capitalacquisition and improvement plans. Justify recommendations
on upgrading systems and facifltles.
e Maintain comprehensive financial reports for review by internal oversight and
externa I audltlng entilies.
r Analyze business trends. Pinpoint and lmplemenl strategies to increase
revenues and enhance profitability plcture,
' Administrative Management
r Employ strong communication skills. hlegotiate using lruin-win" techniques to
. bulld consensus.
+ Generate detailed reports and presentations for discusslons with Board of
Directors and key oversight ãuthorities.
r Conduct tacticaland strategic planníng. ldentiiy unlt strengths and deficiencies;
institute approprlate conective measures.
r Present highly prolessional image, Articulate communicator at ease in one.on-
ons and group discussions.
Experience Híghlights
1998'Present Central Virgínia Housing Coatition

Frederícksburg, Virginia
Exec_çtivg Director
Directed all operations. lnstítuted growth initiatives which increased
prograrns, services, and revenues. Êxpanded operations with Federcl.
State, and locel governrnents. lnstituted new developmeni programs
that increased homeownershíp for low to moderate income families.
Established partnerships with focal busínesses and govemmenis.
Increased budget from $100,000 to over $1.4 million while maintaining
an 8.4d/o rate for overhead.
1996-1997 Peninsula Housing and Builders Associatíon

Newport News, Virginia
Ëxecutive YlçÈPresident & Chief Executive. Officer
,
Directed operations: Budget, finance, membership, personnel,

government aflairs, planníng and training for new software program
lMlS. Dealt wíth HUD and local govemments for Pre*Apprenticeship
Training Program. lnstituted new and revised benefits package
incfudíng a 401 (K) plan. Managed annual key events, parade of Homes,
Home Show, Go[f Tournaments, and Couneil Activities.
1992-1996 PermaTreat Êxterminating Company, fnc.

Fredericksburg, Vírginia
Executíve Vice PresidenUGenerel Manaoer
Managed allfacets of development and growth of the business
generaiing #3.5 million in annual revenues. Coordinated rnarketing
strategíes for expansion which led the company to attaining #1 market
share ín a 17 county area. Direc{ed growth from two to five office
locations. Managed $2 million operations budget and supervised 55
employees.
1988-1992 Fredericksburg Area Builders Association

Fredericksburg, Virginia
Chief Executiye. Officer
Administered operaiions: budget, finance, membership, personnel,
planning, and training. Managed annual key evenls: parade of Homes,
Trade Show, Home and Garden Show. Edited monthly, quarterly,
and annual newsletters and magazines.
1961-1988 United Staies Marine Corps

Aviator: Second Lieutenanf to Colonel
Performed flying and staff duties commensurate with rank and
experiencs, Duties included two tours in Vietnam, selection as a
Presidential Helicopter Command Pilot for President Richard Nixon,
Commanding Officer of Marine Helicopter Squadron 162, and Chief of
Staff for the Marine Air-Ground Warfighiing Center.
EDUCATION AN T} TRAINING
Pepperdine University - l,latíbu, California
Master of Arts in Human Flesourceg Management; i976
Thé Unîversity of Battimore - Baltimore, Maryland

Bachelor of Science ln lndustrial ftlanagement, 1961
United States Marine Corps

Command and Stafl College
Malntenance and Supply Course
Aviation Salety SchooUFllght Training Sc[oot
SI GN¡FICANT P UBLICATIONS
Parker, Gary W., A History of Mg¡ine Medium Heticopter Squadron 161.
(Government Printing Office, 1 978).
Parkeç Gary W., A History of Maríne Obseryatio¿ Souadron Six.
(Government printing Office, I g7B).
Parker, Gary W., "Cunninghern Solo Date Fkmly Estab!!shed,"
Fortitudine. (Spríng I97B)
Parker, Gary W., 'Merits of l.G. lnspectíon." U.S, Marine Çorps Gazette.
(February 1984)
ORGANIZATIONS AND AFFILIATIONS

Marine CorpsAviation'Associaiion
^
A Marine Corps HistoricalFoundatíon :
A Amerlcan Society forAssocialion Executives
Rotary Glub lnternational
^
Â Board ol Direc{ors, Flappahannock United Way
AITVAHDS AND HECOGNITION

NationalAwards from National Association of Home Builders
^ Â l9B8- Best Source of Revenue Up to gS0;000
Â 1990- Best Source ol Revenue Up to $50,000
Best Admi nistrative Management Progråm
Best lndividual Edúcational Seminar or Course
Best Annual Educational Program
Best Magazine Communicatión b.Members
ADDITIONAL INFORilIATION
À Wtfing to relocate with no geographic limitations
Â References avaílable upon request.
Additional Training (conÉinued) :
Virginia Ccnference on l{ousing

September 27-29,2004
Finarrcial Managenrent for Non-Pro{it Organizations

Non-Pnrfit Institute
Sieptember 27,20A0
Commurtity l)eveioPment F or um
Richmond Community Der,"elopment Alliance
October 18,2000
Real Estate DeveloPment Process

Virginia Commonwealth lJniversity (L{SC)
Ootober 27 &Ðecember 8,2000
HLJD t.ead Base Paint WorkshoP

'l *-o day class, Ilichmand, Virginia
.Housing Rehabilitation Workshop

VDFICD - Williamsburg, Virginia
November 14-16.2000
I-egal Issues ttrr Tax Exempt Organizarions

November 2S. 2000
üetting Started on Affordable Housing Ðevelopment

VDI-IC:D - Richmond, Virginia
Dec.e.mber 5-6" 20Û0
(-cntral Yirginia l-lousing (-oalition
PnoGRAM
LISTING
Educqtional, Homeownership and Rental Programs
The mission of the Central Virginia Housing Coalition is:
To imptove the regional q.r"lity of life by providing

affordable housing to low income families through
coalition, education, counseling and Ftnancial as sis tance.
Please v¡s¡t our ¡yebslte at www.centralvahous¡ng.olg

208 HudEilns Road Freder¡ckâbutÉ,, V 22408 54O€O¡Í-99¡lÍ¡
^
Page2 Central Vírgìnìa Housing Coalition 540
The Central Virg¡nia Housing Coali-

tion is a 501 @ 3 non-profit, charitable
organization established in 1988 that
addresses housing issues in Planning
District 16 which encompasses the City
of Fredericksbu rg, Spotsylva n ia, Stafford,
King George and Caroline Counties.
CVHC serves individuals and fami-

lies of low to moderate income. CVHC is
controlled by a volunteer Board of
Directors, one third of whom live in low
income areas or qualify as low to moder-
ate income wage earners. The Coalition
opened its doors with an all volunteer
staff and one program. Today we are
fully staffed and offer several programs
geared towards homeownership.
Gary Parker Executive Director

Mary Anne Bryant Housing Programs Manager
Central Virginia Housing Coalition Page3
Table of Contents
Ed ucationa I Activities
Housing/Rental Counseling
VH DA Homeownership Education
GoForHome! Homebuyers Club
Homeownership Programs 6
SPARC b
lndoor Plumbing & Rehabilitation b
Rental Programs 7
Housing Choice Voucher Program 7
Lend- A -Hand 7
Ongoing/U pcoming Projects I

Colonial Heights 8
Voucher Homeownersh ip Program 8

Page 4 Centra I Virginia Hoøsing C oalition
EDUCATIOI{At SERVICES
CVHC offers 3 separate levels of counseling
services to residents of Planning District 16.
o lndividual Housing/RentalCounseling
o VHDA Homeownership Education
o GoForHome! Homebuyers Cluþ
These services encompass areas of credit

Contact: management, credit recovery, a personal plan
540-604-9943 ext 14 of action, increased earning potential,/
Don W. Wlllis continuing education, and provide personal
Emai¡: encouragement and acknowledgement
dwillis@centralvahousing.org throughout the program.
HOUS¡NG/RENTAI COUNSETING:
&""
CVHC offers a variety of counseling services
to community residents. certified Housing It
t
Counselors are on staff to help you with
rental, pre-purchase, debt management or
loss mitigation issues.
. Required for some loan programs
¡ Personal attention to your current hous-
ing need
¡ Develop a personal plan of action to
reach your housing goal
VHDA HOMEOWÍ{ERSH IP EDUCATION

j,¿-
This 6 hour program is designed to take the

mystery out of the home buy¡ng process and
help first-time homebuyers prepare to make
the ¡mportant choices related to
homeownership.
. Required for some loan programs
Apply online . Gain an understand¡ng of the home
at :www.centralvahousing.org buying process
0rcall: DonW.Willis o Prepare a spending plan
540-604-9943 ext 14
0r register in percon at our office
o Offered on Tuesday/Thursday evenings
once a month.
C entral Virginia Housing Coalitio n Page 5
HOMEBUYERS CtUB
GoForHome! is a series of 16
workshops that help prepare
families for the responsibilities
of homeownership. CVHC
workshops cover topics such as
credit repair, stable
employment, education, basic
financial management, loans
and lending programs, local
housing markets, basic home
repair and maintenance, ContacË
avoiding predatory lenders, 540-6tl+99+g ext 14
taxes- tips and strategies, and DonW.Willis
Email:
many, many more. Ourfamilies
graduate with the knowledge dwilli@cenùalvahousing.org
and encouragement to
cont¡nue on their path to
homeownership through our
SPARC program or a private
lender.
VIRGIilIA INDIVIDUAL DEVETOPMEilT

ACCOUNT!¡ PROGRAM
CVHC is proud to be an intermediary for the

I (VIDA) program through DHCD. The Virginia
lndividual Development Accounts Program
It is a special savings program that helps
I eligible individuals gain financial literacy
skills and build assets. For every dollar the
participant saves in a designated account,
VIDA will match it with two dollars. These
monies can be used to purchase a home,
go to school (postsecondary education), or
start a business.
o lncome Eligibility Guidelines
o Must be a US C¡tizen or legal resident
Contact o Must have at least one child under 18
540-60¿l-99/tÍl ext 14 living in the home
DonW.Willis
Email:
o Counseling and educational activities
dw¡llis@cenüahmhousing.org
required
Page 6 Central Vtrginia Housing Coalition
HOMEOWNERSHIP PROGRAMS
CVHC offers programs for homeownership

through our partnership with VHDA (Virginia
Housing Development Authority) and DHCD
( Department of Housing and Community
Development) These programs provide low
interest loans and down payment assistance
to qualified first time homebuyers in Planning
District 16.
EOUAL HOUSING
OPPORTUNITY
CVHC partners with VH DA to build or renovate

and sell single family homes to qualified
applicants at below market prices. Homes are
available through CVHC developed projects, or
choose a listed home in PD16, Orange County or
Culpeper.
. First t¡me homebuyer
. lncome eligibility guidelines
Contact:
. VHDA loan eligibility 540-604-9943 ext 11
. Counseling and educational activities re- MaryAnne Bryant
qu¡red Email:
. Low interest loans and assistance with down m bryant@centra lvahousing.org
payment and closing costs
INDOOR PTUMBING AND REHABITITATION
Allows families without indoor plumbing

access to low cost repairs and/or
installat¡ons. CVHC may also renovate a
home in conjunction with IPR if it fails to
meet Section 8 Housing Qual¡ty Standards.
. Residents of Stafford & Spotsylvania
Contact: o Own or have lifetime rightsto home
540-604-9943 ext 15 ¡ Lack indoor bathroom, kitchen sink,
Alan Moore
source of water or sewage disposal
Email:
method
amoore@centra lvahousin g.org
¡ Meet income requirements
¡ Loans based on ability to pay
Central Virginia Housing Coalition PageT
RENTAT PROGRAMS
CVHC currently offers 3 options under the
rental programs. CVHC administers the
Housing Choice Voucher Program and the
Lend- A -Hand Program to provide financial
assistance. CVHC also owns single family
homes and apartments that are rented at
below area market rental rates. Contact
540.604-9943 ext. 15, Property Manager,
Alan Moore
email: amoore@centralvahous¡ng.org
HOUSING CHOICE VOUCHER PROGRAM
A HUD,¿VHDA funded program that provides monthly

rental assistance for applicants who qualify.
. lncome eligibility guidelines apply
. 1000 CurrentVoucher Holders
o Waiting list is currently CLOSED in
Contact: Fredericksbu rg, Stafford, Spotsylvania, and
540-604-9943 Fauquier
Email: . Access VHDA.com for waiting list status
i nf o@centra lvahousing.org information in other areas
tEI{D.A-HAf{D
Provides emergency grant to assist with rent or

mortgage payments to avoid eviction or foreclosure.
Assistance with secur¡ty deposit is also available.
Counseling on debt management, budgeting and other
areas is provided though the Self Sufficiency Program.
a Resident of PD16/Application required
a lncome eligibility guidelines
a Financial assistance with late rent or Contact:
mortgage payments 540-604-9943 ext I 1
a MaryAnne Bryant
Financial ass¡stance with security deposits
Email:
a Counseling required prior to approval m brya nt@centra lvahous¡n g.org
a Open Wednesdays& Fridaysfrom 9am - t2pm
a Apply in person
uPcoMlt{G PRoIEGTS/ PRoGRAMS
CVHC is committed to continue its

mission to provide affordable
housing to low income families.
HERO ln October 2007 CVHC launched HERO, Home Essential

Repair qutreach. This program provides free essential home repairs to
eldefly, disabled and low/moderate income homeowners in plann¡ng district
16. This is a commun¡ty based program and since it's inception we have
completed four repair projects, with another two slated for 2008. CVHC has
reached out into the community and been welcomed w¡th volunteers, mate-
rials, and support. The labor is 1OO% volunteer on all of the projects for
HERO. The mater¡als are donated or purchased through sponsorship.
FABA (Fredericksburg Area Builders Associat¡on) was the proud sponsor of
two HERO projects. These projects included building a handicap ramp, front
porch, gutter repair and roof replacement. FABA supplied the materials and
volunteers for both projects. FABA helped CVHC raise money through 2
carlmotorcycle Poker Runs in April/September of 2008.
COIONIAt HEIGHTS APARTMENITi
CVHC's 14 unit apartment complex is in the re-
build/renovation stage at present. The new apartments
will be for low income rental housing. Applications will be
available prior to completion of the project in 2009. Please
stop by to see plans for our new building.
HOUSING CI{OICE VOUCHER

HOMEOWilERSI{IP PROGRAM
See attached brochure
208 Hudgins Road Phone: 540-604-9943
Frededcksburg, VA 22408 Fax 540-604-9949

website: www.centralvahousing.org Email; info@centralvahousing.org
TAB E
(NonprofTt Questionnaire)
Nonprofit Questionnaire
Part II, l3VACl0-180-60, of the Qualified Allocation Plan (the "Plan") of the Virginia Housing Development
Authority (the "Authority") for the allocation of federal low income housing tax credits ("Credits") available under $42
of the Internal Revenue Code, as amended (the "Code") establishes celtain requirements for receiving Credits fi'om the
Nonprofit Pool established under the Plan and assigning points for participation of a nonprofit organization in the
development of qualified low-income housing.
Answers to the following questions will be used by the Authority in its evaluation of whether or not an
applicant meets such requirements (attach additional sheets as necessary to complete each question).
l. General Information.
Name of development: Colonial Heights Apartments
b. Name of own er / applicant: Colo4ial Heights Apartments 2006, L.P.
Name of Nonprofit entity: Central Virginia Housing Coalition
d. Address of principal place of business of Nonprofit entity: 208 Hudgins Road, Fredericksburg, VA
22408
Indicate funding sources and amount used to pay for office space: HCVP admin fees, development
Fees for single family home program, grants
e. Tax exelnpt status: [!sotlc¡q:¡ n sot(cX+) [J sotluy
Date of legal formation of Nonprofit: (must be prior to application deadline);

evidenced by the following documentation: Articles of Incorporation
t
b. Date of IRS 501(c)(3) or 501(c)(4) determination letter: April l5 1993
(must be prior to application deadline and copy must be attached).
h. Describe exempt purposes (must include the fostering of low-income housing in its articles of incorporation):
"To expand the opportunities available to low income residents of Stafford, King George, Spotsylvania,
And Caroline Counties and the City of Fredericksburg to obtain low-cost housing accommodations".
Expected life (in years) ofNonproht: 99
Explain the anticipated future activities of the Nonprofit over the next fìve years: CVHC will continue to
Assess the climate of affordable housing in our area and deliver housing, financial products, education
Activities and personal counseling that address LMI housine obstacles.
1lo9 Page 1 of 8
NONPROFIT QUESTIONNAIRE, continued
lc. How many full time, paid staff mernbers does the Nonprofit and, if applicable, any other nonprofit
organization(s) ("Related Nonprofit(s)") of which the Nonprofrt is a subsidiary or to which the Nonprofit is
otherwise related (by shared directors, staff; etc.) have? 14 How many part time,
paid staff members? 1 Describe the duties of all staff members: Executive Dir.,(l)
Maintenance (1), Clerical (2), Housing Agent (8). One Deputy Dir. And one Proiect Manager.
l. D¡"s the Nonprofrt share staffwith any other entity besides a Related Nonprofit described above?
flves X No Ifyes, explain in detail:
m. How many volunteers does the Nonprofit and, if applicable, any Related Nonprofit have? CVHC
Has a I 5 person volunteer staff and offers high school and college student internships
n. What are the sources and manner of funding of the Nonprofit? (You must disclose all financial and/ or
the arrangements with any individual(s) or for profrt entity, including anyone or any entity related,
directly, indirectly, to the Owner of the Development
CVHC has multiple finding streams including program income, gifis, grants, and administrative fees.
o. List all directors of the Nonprofit, their occupations, their length of service on the board, and their
residentialaddresses: Availableuponrequest.
2. Nonprofit Formation.
a. Explain in detail the genesis of the formation of the Nonprofit: CVHC formed in 1988 by agr.oup of
Concerned citizens to provide small loans to low income families living in motels. A Board was organized
And the group incorporated the following year.
b. Is the Nonprofit, or has it ever been, affiliated with or controlled by a for profit entity or local housing
authorþ? yes fl X No If yes, explain in detail:
c. Has any for profit organization or local housing authority (including the Owner of the Development, joint
venture partner, or any individual or entity directly or indirectly related to such Owner) appointed any
directors to the goveming board ofthe Nonprofit? f] yes X No If yes, explain:
1tog Page 2 of 8
NON PROFIT QUESTIONNAI RE, continued
Does any for-profit organization or local housing autholify have the right to make such appointments?
fl Yes X No Ifyes, explain:
Does any for profit organization or local housing authorþ have any other affiliation with the Nonprofit or
have any other relationship with the Nonprofrt in which it exercises or has the right to exerçise any other
type of control? n yer X No, If yes, explain:
Was the Nonprofit formed by any individual(s) or for profit entþ for the principal purpose of being
included in the Nonprofit Pool or receiving points for nonprofit participation under the Plan?
nY"r XNo
û
b, Explain in detail the past experience of the Nonprofit including, if applicable, the past experience of any
othel Related Nonproht of which the Nonprofit is a subsidiary or to which the Nonprofit is otherwise
related (by shared directors, staff, etc.): CVHC has renovated over 120 home and built 8 sinsle farnilv
Houses. CVHC is a CHDO and has a staff of 3 certified housing counselors and 8 case managers. The staff
Operates 8 different housing programs including the Housing Choice Voucher program, a loan fund, and
counseling.
h. If you included in youl answer to the previous question information concerning any Related Nonprofit,
describe the date of legal formation thereot the date of IRS 501(c)(3) or 501(c)(4) status, its expected
life, its charitable purposes and its relationship to the Nonprofit.
3. Nonprofit Involvement.
Is the Nonproht assured of owning an interest in the Developrnent (eithel directly ol through a wholly
owned subsidiary) throughout the Compliance Period (as def,rned in ga2(i)(1) of the Code)?
Xves n No
(i) V/illthe Nonprofit own at least 10% of the general partnership/owning entity? X yes n No
(iD V/ill the Nonprofit own 100% of the general parlnership interesVowning entity? X yes I No
If no to either 3a.i or 3a.ii above, specifically describe the Nonprofit's ownership interest:
b. (Ð Will the Nonprofit be the managing member or managing general partner? ffi Ves nNo
If yes, where in the partnership/operating agreement is this provision specifically In the first page of
referenced?
The Partnership Agreement
(iÐ Will the Nonprofit be the managing member or own more than 50% of the general partnership interest?
Xv"r nNo
Will the Nonprofit have the option or right of first refusal to purchase the proposed development at the
end ofthe compliance period for a price not to exceed the outstanding debt and exit taxes ofthe
for-profrt entity? [l Yes I No If yes, where in the partnership/operating agreement is this provision
specifically referenced? The option is recorded and attached as Tab V ofthe application
X Recordable agreement attached to the Tax Credit Application as TAB V
If no at the end ofthe compliance period explain how the disposition of the assets will be structured:
1t09 Page 3 of I
NON PROFIT QUESTION NAIRE, continued
d. Is the Nonplofit materially participating (regular, continuous, and substantial participation) in the
construction or rehabilitation and operation or management of the proposed DevelopmentZ X Ves I No If yes,
(D Describe the nature and extent of the Nonprofit's proposed involverrent in the construction or
rehabilitation of the Development: CVHC is acting as the developer, sgleqgq 3ll yglqgrs 344
contractors, has responsibility for lease-up and will serve as the propertv manager. CVHC's Board of
Director's has final authority to act on behalf of General Partner
(ii) Describe the nature and extent of the Nonprofit's involvement in the operation or management of the
Development throughout the Extended Use Period (the entire time period of occupancy restrictions of
the low-income units in the Development): CVHC is the sole shareholder of the General Partner
And will manage the propeffy. At the end of the afÊordability period CVHC will exercise the ROFR and
Maintain it as affordable housing.
(iiD Will the Nonprofit invest in its overall interaction with the development more than 500 hours annually
to this venture? XYes I No If yes,
subdivide the annual hours by activity and staffresponsible and explain in detail: Property
Manager 10 hrs/week for 52 weeks - conduct lease-up, inspections, evictions, pay bills, maintain
Records; maintenance 7.5 hrs per week - routine maintenance and respond to emergencies.
Explain how the idea for the proposed development was conceived. For example, was it in respotrse to a
need identified by a local neighborhood group? local government? board member? housing needs study?
Third party consultant? other? CVHC was previous owner of pr'operfy and developed concept of
Proiect to resþond to need for improvins qualiry of housine while maintainins affordability in downtown
Fredericksburg.
List all general partners/managing members of the Owner of the Development (one must be the Nonprofit) and
the relative percentages of their interests: CVHC 100%
b. If this is a joint venture, (i.e. the Nonprofit is not the sole general partner/rnanaging member), explain the nature
and extent of the joint venture partner's involvement in the construction or rehabilitation and
operation or management of the proposed development. NA
h. Is a for profit entity providing development services (excluding architectural, engineering, legal, and
accounting services) to the proposed developmentl n yes n No If yes, (i) explain the nature and extent
of the consultant's involvement in the construction or rehabilitation and operation or management
of the proposed development. N/A
(iÐ explain how this relationship was established. For example, did the Nonprofrt solicit proposals from
several for-profits? Did the for-profit contact the Nonprofit and offer the services? N/A

1t09 Page 4 of 8
i. Will the Nonprofit or the Owner (as identified in the application) pay a joint venture partner or consultant
fee for providing development services? n yet ffi No If yer, explain the amount and source of the
funds for such payments.
j. V/ill any portion of the developer's

fee which the Nonprofit expects to collect from its participation in the of
development be used to pay any consultant fee or any other fee to a third paf¡r entþ orjoint venture
partner? fl yes X No lf yes, explain in detail the amount and timing of such payments.
k. Will the joint venture partner or for-prof,rt consultant be compensated (receive income) in any other manner,
such as builder's profit, architectural and engineering fees, or cash flow?n yes X No If yer, explain:
l. V/ill any member of the board of directors, officer, or staff member of the Nonprofit par"ticipate in the development
and/or operation of the proposed development in any for-profit capacity? n yes X No
lfyes, explain:
m. Disclose any business or personal (including family) relationships that any of the staff members, directors or
other principals involved in the formation or operation of the Nonprofit have, either directly or indirectly,
with any persons or entities involved or to be involved in the Development on a for-profrt basis
including, but not limited to the Owner of the Development, any of its for-profit general partners,
employees, limited paftners or any other parties directly or indirectly related to such Owner: N/A
n. Is the Nonprofit involving any local, community based nonprofit organizations in the development, role and
operation, or provision of services for the development? fl
Ves ffi No tf y"r, explain in detail,
including the compensation for the other nonprofits:
4. Virsinia and Communifv Activitv.
a. Has the Virginia State Corporation Commission authorized the Nonprofit to do business in Virginia?
Xves nNo
b. Define the Nonprofit's geographic target area or population to be served: LIVII bol¡gþq!{q !4 iquqUþr,
Stafford, Spotsylvania, King George, Caroline, and Oranse Counties, and the City of Fredericksburg
1/09 Page 5 of I
NONPROFIT QUESTIONNAI RE, continued
c. Does the Nonprofit or, if applicable, Related Nonprofit have experience serving the communþ where the
proposed development is located (including advocacy, organizing, development, management, or
facilitation, but not limited to housing initiatives)? Xyer n No ffy.r, or no, explain nature, exteff
and duration of any seruice: CVHC has previoqsly operated this property as rental hqqq14g.þ¡lygars.
d. Does the Nonproftt's by laws or board resolutions provide a formal process for low income, program
beneficiaries to advise the Nonprofit on design, location of sites, development and management of affordable
housing? X Y"r n No lfyes, explain:
e. Has the Virginia Department of Agriculture and Consumer Services (Division of Consumer Affairs)
authorized the Nonprofit to solicit contributions/donations in the target community? f]yes X
No
f. Does the Nonprofit have demonstrated support (preferably financial) from established organizations,
institutions, businesses and individuals in the target community? X yes [No lf yes, explain:
CVHC programs and activities are supported by local banks, the City of Fredericksburg and other charitable
Funders.
g. Has the Nonprofit conducted any meetings with neighborhood, civic, or community groups andlor tenant
associations to discuss the proposed development and solicit input? nYss X No lf yes, describe the
meeting dates, meeting locations, number of attendees and general discussion points:
h. Are at least 33Vo of the members of the board of directors representatives of the community
being served? XI y"r I No Ifyes, (i) low-incorne residents of the community? X Yes I No
(ii) elected representatives of low-income neighborhood organizations? [ yes X No
i. Are no more than33Yo of the members of the board of directors representatives of the public sector (i.e. public
officials or employees or those appointed to the board by public officials)? nyes X t ¡o
j Does the board of directors hold regular meetings which are well attended and accessible to the target
community? X yes n No If yes, explain the meeting schedule: Monthly meetings are held at
CVHC offices thatare located on a busline and are handicap accessible.
k. Has the Nonprofit received a Community Housing Development Organization (CHDO) designation, as defined
by the U. S. Department of Housing and Urban Development's HOME regulations, from the state or a local
participating jurisdiction? E y"r n No
1/09 Page 6 of 8
l. Has the Nonprofit been awarded state or local funds for the purpose ofsupporting overhead and operating
expenses? X yes I No If yes, explain in detail: HCVP administrator, and Single Family Regional
Loan Fund Program
Has the Nonprofit been formally designated by the local government as the principal community-based
nonprofit housing development organization for the selected target area? I Yes X No If yes, explain:
Has the Nonprofrt ever applied for Low Income Housing Tax Credits for a development in which it acted as a
joint venture pattner with a for-profrt entþ? [ yes X No If yes, note eaclt such application including:
the development name and location, the date of application, the Nonproht's role and o'"vnership status in the
development, the name and principals of the joint venture paftners, the name and principals of the general
contractor, the name and principals of the management entity, the result of the application, and the current
status of the development(s).
Has the Nonprofit ever applied for Low Income Housing Tax Credits for a clevelopment in which it acted as
the soie general parbterlmanaging mernber? [ Yes X No If yes, note each such developrnent including
the name and location, the date of the application, the result of the application, and the current status of the
development(s).
To the best of your knowledge, has this development, or a simila¡ development on tlrc same site, ever
received tax credits before? X yes n No If yes, explain: 2006 and2007
q. Has the Nonprofit been an owner or applicant for a development that has received a reservation in a previous
application round 1Ìom the Virginia Housing Partnership or the VHDA Housing Funds?
X Yo n No lfyes, explain:
Has the Nonprofit completed a community needs assessment that is no more than three years old and that,
at a minimum, identifies all of the dehned target area's housing needs and resources? f] yes X No
Ifyes, explain the need identified:
NON PROFIT QUESTIONNAIRE, continued
1/09 Page 7 of 8
s. Has the Nonprofit completed a community plan that (l) outlines a comprehensive strategy for addressing
identified community housing needs, (2) offers a detailed work plan and timeline for implementing
the strategy, and (3) documents that the needs assessment and comprehensive strategy were developed
with the maximum possible input from the target community? Yes No
If yes, explain the plan:
5. Attachments. Documentation of any of the above need not be submitted unless requested by VHDA
The undersigned Owner and Nonprofit hereby each certify that, to the best of its knowledge, all of
the foregoing information is complete and accurate. Furthermore, each certifîes that no attempt has been or
will be made to circumvent the requirements for nonprofit participation contained in the Plan or Section 42
of the Internal Revenue Code.
+-i<- Òq
Date '
Its: President
Title
L(-t<-ol
Date
By:
By:
Executive Director
TAB F
(Architect' s CertifTcation)
tlbtuh¡. ll.ts¡te 9tûs ilat '
INSTRUCTIONS FOR THE COMPLETION OF

APPENDIX F
HILL ARCHITECT'S CERTIFIGATION
STUDIO
(This Form Must Be Submitted Under Architect's Letterhead
and included in the Application - Tab F)
NOTE; 'lf the development includes any combination of New Construction, Rehabilitation and
Reuse, then separate Architect Certif¡cations must be provided for each construction type.
The proper completion of this certification is critical to calculate the average unit square
feet and net rentable square feet of each unit type, to document amenity items for which points
will be awarded, and to calculate certain elements of the efficient use of resources points.
Community Planning lf this certification is not completed correctly there may be loss of points or disqualification of the
application to compete for tax credits. lf this development receives an allocation of úax credits and
items are not provided as indicated on this certification then VHDA mav. at its sole option. require
the pavment bv the Owner of an amount up to 10% of the Total Development Cost (as set forth in
the Application) of the development as liquidated damaqes for such violation or the total loss of
credits mav result. Therefore, it is imperative that this certification reflect the true and accurate intent
Landscape Architecture of what will be provided in return for an allocation of tax credits.
Each section of this certification contains instructions on how the information should be provided.
For Unit Size Calculations, the Average Unit Square Feet and Net Rentable Sguare Feef should be listed
to two (2) decimal places. The number of units indicated should be only the units for which rent will be
collected. For Average Unit Square Feef calculations, the Total Square Feet should equal the Average
Unit Square Feet multiplied by the Number of Unitsffype. The total at the boüom of the Total Square
Architecture Feet column should equal item (D) on the same page of the certification, or be within 1 digit due to
rounding. The total at the bottom of the Number of Units/Type column should equal the number of units
in the tax credit application.
Accessibility certifications on page I are for tax credit point categories only and are not to be
confused with minimum code requ¡rements.
Preservation The architect signing this document is certifying that all unit and site amenities indicated in this
certification are incorporated into the development plans and specifications and unit-by-unit work
write-up, and that all products necessary to fulfill these representations are available for these purposes.
The individual who certifies this information must initial the pages where indicated, provide
the personal information requested and sign on the last page, This certification should not be
mailed separately to VHDA but returned to the developer for inclusion in the tax credit application.
Printed Name: Donald C. Harwood
120 W Campbell ,{venue

Roanoke, Virginia 24011
tel:540-342-5263
Jax:540-345-5625
WWW. HILLSTUDIO. COM

TO: Virginia Housing Development Authority
Richmond, Y ir ginia 23220 - 6 5 00
Attention: Jim Chandler
RE: ARCHITECT,S CERTIFICATION

Name of Development: Colonial Heights Apartments
HILL Address of Development:

Name of Owner/Applicant:
202 Charles Street, Fredericksburg, VA
Colonial Heights Apartments 2006, L.P.
STUDIO
The above-referenced Owner has asked our office to provide this certification regarding (i)
plans and specifications, (ii) the development square footages, average unit square footages and net rental square
footages, (iii) the amenities the development will have upon completion, and (iv) federal and state requirements
pertaining to development accessibility for persons with disabilities. This certification is rendered solely for the
confirmation of these items. It is understood it will be used by the Virginia Housing Development Authority solely
for the purpose of determining whether the Development qualifies for points available under VHDA's Qualified
Allocation Plan for housing tax credits and future consequences for failure to provide items certified below.
Plans and Specifications:
Required documentation for all properties (new construction, rehabilitation and adaptive reuse)
I A location map with property clearly defined.

2 Sketch plan of the site showing overall dimensions of main building(s), major site elements
(e.g., parking lots and location ofexisting utilities, and water, sewer, electric,
gas in the streets adjacent to the site). Contour lines and elevations are not required.
3 Sketch plans of main building(s) reflecting overall dimensions of:
b. Ground floor plan(s) showing conìmon areas;
c. Sketch floor plan(s) of typical dwelling unit(s);
Notes must indicate basic materials in structure, floor and exterior finish.
In addition: required documentation for rehabilitation properties

rnitiaß f)CÅ
ARCHITECT'S CERTIFICATION, continued
cert¡f¡cation includes two (2) separate calculntions of square footage:

1. Averase Uni,f Square Feet: Measurements Include A Prorata Share of Heated Residential Common Area
2. Net Renf¡ble Sauare Feet: Measurements Do No¡ Include A Prorata Share of Any Common A¡ea
and Reflect All Floor Plans ofEach Unit Type (l-BR, 2-BR, etc.
HI LL 1. Average Unit Square Feet: (These measurements impact the scoring of tax credit applications)
STU DIO For purposes ofdetermining the usable residential heated square feet, the building(s) were measured from the
outside face ofexterior walls and the centerline ofany party walls. All unheated spaces and stai¡wells
which are no more than heated breezeways and non¡esidential, income producing commercial spaces were
subtracted from this measurement. Community rooms, laundry rooms, property management offices and
apartments, heated maintenance facilities, and other common space designed to serve residential tenants were
not deducted. Based on this procedure, I certify the following calculations in determining the usable heated
square feet for the above referenced development:
2,764.02 (A) Total floor area in (sq. ft.) for the entire development
3s 1.00 (B) Unheated floor area (breezeways, balconies, storage)
0.00 (C) Nonresidential, commercial (income producing) area
2,41102 (D) Total usable residential heated area (sq. ft.) for the development
INSTRUCTIONS FOR AVERAGE UNIT SQUARE FEET CALCULATIONS:

Provide the average unitsize for each bedroom fype, (l bedroom elderly,2 bedroom garden,3
bedroom townhouse, etc.) by adding the total square feet ofall the same bedroom types (2 bedroom
garden with 1 bath and 2 bedroom gârden with 2 baths) and adding the prorated share ofheated
common resident¡âl space ând divide by the total number ofthe same bedroom types (2 bedroom
garden). Do not alter any items below.
Average Number of Total

Unit TWes Unit Sq. Ft.{' x UnitsÆype : Square Feet
Assisted Living 0.00 0 0,00

I StoryÆFF-Elderly 0.00 0.00
I Story/l BR-Elderly 0J0- 0.00
I Storyl2 BR-Elderly 0.00 0.00
Efhciency Elderly 0.00 0.00
I Bedroom Elderly 0,00 0.00
2 Bedrooms Elderly 0.00 0.00
Efficiency Garden 0.00 0.00
I Bedroom Gæden 0.00 0.00
2 Bedrooms Garden t,206.51 2,4.13.02
3 Bedrooms Garden 0.00 0.00
2 Bedrooms Townhouse 0.00 0.00
3 Bedrooms Townhouse 0.00 0-()-0
Total Total 2,413.02
* Including pro rata share ofheated, residential common area
rnitiars Ett
ARCHITECT'S CERTIFICATIO\ continued
2. Net Rentable Square

For purposes of calculating Net Rentable Square Feet, the units we¡e measured from the face of each interior wall. The
values below therefore indicate the actual square footage ofeach unit floor plan. (For example, there may be 2 distinct
l-bedroom floor plans, 3 distinct 2-bedroom floor plans, etc. The purpose ofthis section ofthe Architect Certification is to
document and certifu the floor space attributable to residential rental units in the development.)
HILL Floor Plan Number of Units

STUDIO Unit Tlyne Square.feet This Floor Plan Total
Efficiency 0.00 0 0.00

Efficiency 0.00 0.00
Efficiency 0.00 ---õôo
Efficiency 000 0.00
I Bedroom 0.00 0.00

I Bedroom 0.00 0.00
I Bedroom 0.00 0.00
I Bedroom 0.00 0.00
1 Bedroom 0.00 0.00
I Bedroom 0.00 0.00
I Bedroom 0.00 0.00
I Bedroom 0.00 0.00
I Bedroom 0.00 0.00
I Bedroom 0.00 0.00
I Bedroom 0.00 0.00
I Bedroom 0.00 0.00
I Bedroom 0.00 0.00
I Bedroom 0.00 0.00
I Bedroom 0.00 0.00
Initials ?Ct-(
Q.{et Rentable Square Feet continued)
2 Bedroom 93ó.00 1,872.00

2 Bedroom
---T"oo 0.00
2 Bedroom 0.00 0¡õ-
2 Bedroom 0.00 0.00
2 Bedroom 0.00 0.00
2 Bedroom 0.00 0.00
HILL 2 Bedroom
2 Bedroom
0.00
0.00
0.00
0.00
STUDIO 2 Bedroom 0.00 0.00
2 Bedroom 0.00 0.00
2 Bedroom 0.00 0.00
2 Bedroom 0.00 0.00
2 Bedroom 0.00 0,00
2 Bedroom 0.00 0.00
2 Bedroom 0.00 0.00
3 Bedroom 0.00 000

3 Bedroom 0.00 0.00
3 Bedroom 0.00 0.00
3 Bedroom 0.00 0.00
3 Bedroom 0.00 0.00
3 Bedroom 0.00 0.00
3 Bedroom 0.00 000
3 Bedroom 0.00 0.00
3 Bedroom 0.00 0.00
3 Bedroom 0.00 0.00
3 Bedroom 0.00 0.00
3 Bedroom 0.00 0.00
3 Bedroom 0.00 0.00
3 Bedroom 0.00 0.00
3 Bedroom 0.00 0.00
4 Bedroom 0.00 0.00

4 Bedroom 0.00 0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00 0.00
4 Bed¡oom 0.00 0.00
4 Bedroom 0.00 0.00
Total: _1,872.00_
Initias PCþl
Development Amenities:
I certiS that the development's plans and specifications, work write-up, and proposed budget
HILL incorporate all items from VHDA's most current Minimum Design and Construction Requirements.
The Requirements apply to any new, adaptive reuse or rehabilitated development
STUDIO (including those serving elderly and/or physically disabled households).
The Minimum Design & Construction Requirements may be found on VHDA's website at
www.vhda.com.
For any development upon completion of constructionêhabilitation: (non-mandatory amenities)
100 % a.(l) Percentage of 2 bedroom units that will have 1.5 or more batluooms
% a.(2) Percentage of 3 or more bedroom units that will have 2 or more bathrooms
¡ b. The development will have a community/meeting room with a minimum of 749 square feet.
100 o/o
c. Percentage ofexterior walls covered by brick (excluding triangular gable end area,
doors windows and retaining walls)
E d. All kitchen and laundry appliances meet the EPA's Energy Star qualified program
requirements
E e. All windows meet the EPA's Energy Star qualified progr¿un requirements
E f. Every unit in the development is heated and air conditioned with either (i) heat
pump units with both a SEER rating of 14.0 or more and a HSPF rating of 8.2 or
more and a variable speed air handling unit (for through-the-wall heat pump equipment
that has an EER rating of I 1.0 or more), or (ii) air conditioning units with a
SEER rating of 14.0 or more and a variable speed air handling unit, combined with gas
furnaces with an AFUE ratìng of 90%o or more
E g. Water expense will be sub-metered (tenant will pay monthly or bi-monthly bill)
E h. Each bathroom consists only of low-flow faucets (2.2 gpm maximum) and
showerheads (2.5 gpm maximum)
E i. Provide necessary infrastructure in all units for high speed cable, DSL or
wireless intemet service
! j. All water heaters will meet the EPA's Energy Star qualified program requirements.
Initiab ï)Ct\
For all developments exclusively serving elderly and/or handicapped tenants, upon completion of
construction&ehabilitation: (non-mandatory amenities)
H IL L fI
n
a. All cooking ranges will have front controls
b. All units will have an emergency call system
ST UD IO n c. All bathrooms will have an independent or supplemental heat source
n d. All entrance doors have two eye viewers, one at 48" and the other at standard
height
For all rehabilitation and adaptive reuse developments, upon completion of constructior/ rehabilitation:
(non-mandatory)
n The structure is listed individually in the National Register of Historic Places or

is located in a registered historic district and certified by the Secretary ofthe
Interior as being of historical significance to the district, and the rehabilitation will
be completed in such a manner as to be eligible for historic rehabilitation tax
credits
Building Structure:
Number of Stories
E Low-Rise (l-5 stories with an), structural elements being wood frame construction)
¡ Mid-Rise (5-7 stories with no structural elements being wood frame construction)
! Iligh-Rise (8 or more stories with no structural elements being wood frame construction)
Initiaf ?CH
Accessibility:
I certiff that the development plans and specifications meet all requirements ofthe federal
Americans With Disabilities Act.
HILL I certiff that the development plans and specifications meet all requirements of HUD regulations
interpreting the accessibility requirements of section 504 of the Rehabilitation Act. Please reference
STUDIO Uniform Federal Accessibility Standards (UFAS) for more particular information.
Check one or none ofthe following point categories, as appropriate:
! For any non-elderly property in which the greater of5 or l0% ofthe units (i) provide federal project-based
rent subsidies or equivalent assistance in order to ensure occupancy by extremely low-income persons;
(ii) conform to HUD regulations interpreting accessibility requirements of section 504 of the 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). 50 pús.
tr For any non-elderly property in which the greater of 5 or 10% of the units (i) have rents within HfJD's
Housing Choice Voucher ("HCV") payment standard; (ii) conform to HUD regulations interpreting
accessibility requirements ofsection 504 ofthe 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. 30 pts.
tr For any non-elderly property in which at least four percent (4yù of the units conform to HUD
regulations interpreting accessibility requirements ofsection 504 ofthe Rehabilitation Act and are
actively marketed to people with mobility impairments in accordance with a plan submitted as part
ofthe Application. 15 pts.
As architect ofrecord for the above referenced development, the above certifi cations are
dn"
correct to the bestofmy knowledge.
Signed:
Title: Architect
Virginia Registration #: 5297
Phone: 864-915-2126
Date: st6/09
NOTE TO ARCHITECT: Any change in this form may result in disqualification or a

reduction of points under the scoring system. If you have any questions, please call Jim
Chandler at VHDA (804) 343-5786.
Return this certification on Architect's Letterhead to the developer for inclusion in the
tax credit application package.
Appendix F - VHDA's Universal Design Standards Certifïcation
n
HILL Units in the development will meet VHDA's Universal Design Standards.
Before issuance of IRS Form 8609, applicant will provide documentation to VHDA as
STUDIO evidence that such units meet VHDA's Universal Design standards.
The number of rental units that will meet these standards:
The total number of rental units in this development:
NOTE: For Elderly Developments, 100Yo of the units in the development must meet the
Universal Design standards in order to qualify for points.
For Family Developments, points are awarded based on a percentage of the

number of units meeting the Universal Design standards.
For the tax credit applicant to quali$ for points associated with Universal Design,
the architect of record must on VHDA's list of Universal Design certified architects.
ntia" VCI*
ffi
Appendix F - EarthCraft or LEED Development Certification
E
HILL Earthcraft Certification - The development's design meets the criteria for
EarthCraft certification according to energy modeling projections and the areas of
STUDIO emphasis worksheet. Before issuance of IRS Form 8609, applicant will obtain and
provide EarthCraft Certification to VHDA.
! f,nfn Certification - The development's design meets the criteria for the U.S.
Green Building Council LEED green building certification. Before issuance of IRS Form
8609, applicant will obtain and provide LEED Certification to VHDA.
NOTE: Select only one of the above two options.
For the tax credit applicant to qualify for points associated with this section,
the architect of record must on VHDA's list of LEED or Earthcraft certified
architects, as appropriate.
Signed:

Architect of Record
(same individual as on page 8)
Date: 5/6/09
10
#r
Appendix F - LEED Accredited Design Team Member Certification
1. Please identify the following information of the LEED Accredited Professional:
HILL Name:
Company:
Evelyn A. Slone
Hill studio, P.c
STUDIO Title: Director of Planning
Phone Number: 540-342-5263
Fax Number: 540-345-5625
Email: eslone@hillstudio.com
List below the attributes of the proposed development which would or may qualify for points
under the U.S. Green Building Council's LEED certification rating system: *
(Add space as necessary)
I Sustainable Sites - Credit 2: Development Density & Community Connectivity

¡ Sustainable Sites - Credit 4. 1: Altemative Transportation, Public Transportation
I
Sustainable Sites - Credit 4.4: Altemative Transportation, Parking Capacity (no increase)
a Water Efficiency - Credit L l: Water efficient landscaping (50% reduction)
I Water Efficiency - Credit 1.2: Water Efficient Landscaping, No Inigation
a Water Efficiency - Credit 3. l: Water Use Reduction (20%)
a Energy & Atmosphere - Credit l: Optimize Energy Performance, Existing Building Renovations
I
Materials & Resources Credit 1.3: Building Reuse, Maintain 50% Interior Non-structural Elements
a Matierals & Resources Credit 2.1: Construction Waste Management (divert 50%)
I Indoor Environmental Quality - Credit 4.2: Low-Emitting Materials (paints & coatings)
I lndoor Environmental Quality - Credit 4.3: Low-Emitting Materials (carpet systems)
¡ Indoor Environmental Quality - Credit 6.2: Controllability of Systems, Thermal Comfort
¡ Indoor Environmental Quality - Credit 7. 1: Thermal Comfort Design
I Imovation & Design Process - Credit 2: LEED Accredited Professional
a
I
a
¡
a
3. Please attach a copy of the LEED Accredited Professional Certificate to this document.
05/06/09
Accredited Professional +'! Date
* This page must include items that would qualify for points under the LEED certification
system. No noints will be awarded in this cateeorv if nothins is listed here.
"* This individual is not required to be the architect of record signing the Architect Certification. It is
sufficient that this individual is a member of the design team.
The U. S. Green Building Councif
hereby certifies that
Evelyn Slone
has successfully demonstrated knowledge of the
gfeen building design and construction industry and the
Leadership in Energy ut d Environmental Design (LEED@) 2.0
Green Building Rating system, Resources and Process required
to be awarded the title of
LEED@ 2.0 Accredited Professional
S. Richa rd'F edrtzzi, President,

Terrance Fitzoerald Tidewater lnisulators LLC 01/30/2008
Scott Flemino Rust-Orlino Architecture. lnc. o5t31t2007
Gerald Forsburo Shenandoah Desiqn 0212612009
Richard Funk dBF Associates, Architects 01/30/2008
Richard Saiarskv 0513112007
Seroio 3ambale Wiencek + Associates 1210512007
Reoina 3erner Fairfax Countv Deoartment of Housino and Commu 01/30/2008
Jody 3ibson fhe Lane Grouo. lnc. 05/06/2009
Geoffrey Gogan 01/30/2008
R,aV Graham F&W Manaqement 0513112007
Mike Green Bozzuto Construction Comoanv 02t26t2009
Sharles Greenburq lDG Architects. LLC 05t31t2007
3heila Greqq Sol Aoua Terra 02t26t2009
_tn Greoorv ìichmond Metropolitan Habitat for Humanitv 12t15t2008
Srian Grosholz Sozzulo Construction 02t26t2009
Chris Grubbs lehab Builders. lnc. 12t15t2008
Elizabeth Gruben Gruben Desion 05t31t2007
Jessica Suolielmo Viroinia Beach Gommunitv Development Corporatio 12t15t2008
fim Gunderman Sterlinq Construction Comoanv. lnc. 06t26t2008
Patrick Haooertv Balodemas Architects 12t15t2008
fom Hale Hanover Habitat for Humanitv 12t15t2008
Rosie Hall Holv Tabeinacle Housinq and Economic Developmt 0513112007
Jeff Harbinson Harbinson & Associates, Architects, P.C. 12t05t2007
3arl Hardee Lawson Realty 01/30/2008
Vickev Harden Aurora Consultinq, LLC 01/30/2008
Steve Harder AHIP 0513112007
David Haresion Bonstra Haresiqn Architect 1210512007
Katie Harriqan úúalter Parks Architects 01/30/2008
Ron Hartzheim Iown and Contry Mechanical 0212612009
Donald Harwood HillStudio, P.C. 01/30/2008
John Heaqv Sozzulo Construction 05/06/2009
Thomas Heatwole Sommonwealth Architects 05/06/2009
James Heffner Heffner Architects 05/06/2009
Ricardo Hendi R. HendiArchtiect 05/06/2009
Mike ilenehan Bozzulo Develooment Comoanv 02t26t2009
Roy liil Fixture Soecialists lnc. 01/30/2008
Josh ollowav Communitv Housino Partners 02t26t2009
[¿lary Kay loroszewski Virqinia Beach Communitv Development Corporatio 12t15t2008
3rian Hudson HCS Contractino 12t15t2008
Vark Humbertson BRW Architects 12tO5t2007
)avid Hunter hord coplan macht 01/30/2008
/Veslev Hurt Toler lnsulatinq ogt12t2008
ìobert Johnston Commonwealth Architects 06t26t2008
Garv Jones 12t15t2008
Kermit Jones Holv Tabemacle Housinq and Economic Developmr o5t31t2007
Ronald Keeney (eenev & Co., Architects, PLC 05/06/2009
Janice Kendall Hunt lnvestments, LLC 06t2612008
Stuart Kessler Nordic Consultino Grouo. LLC 10125t2007
John (m Harkins Builders, lnc. 05/06/2009
Kevin Kinq R.L. Price Construction. lnc o6t26t2008
ùlurray Kirk S.L. Nusbaum Realtv Comoanv 01/30/2008
ouo Kleffner Johannas Des¡on Grouo 0911212008
Lawrence Kliewer 3ox. Kliewer. and Comoanv. PC 01/30/2008
Jeni Klioole \HIP 05t31t2007
rank Koncz Welcome Home CDC 12t15t2008
.Wøte n@s¡xg st^ ile.¿'
INSTRUCTIONS FOR THE COMPLETION OF

APPENDIX F
HILL ARCHITEGT'S CERTIFICATION
STUDIO
(This Form Must Be Submitted Under Architect's Letterhead
and included in the Application - Tab F)
: If the developrnent includes any combination of New Construction, Rehabilitation and

Reuse, then separate Architect Certifications must be provided for each construction type.
The proper completion of this certification is critical to calculate the average unit square
feet and net rentable square feet of each unit type, to document amenity items for which points
will be awarded, and to calculate certain elements of the efficient use of resources points.
Community Planning lf this certification is not completed correctly there may be loss of points or disqualification of the
application to compete for tax credits. lf this development receives an allocation of tax creditrs and
items are not orovided as indicated on this certification then VHDA mav. at its sole option. require
the pavment bv the Owner of an amount up to l0% of the Total Development Cost (as set forth in
the Application) of the development as liquidated damaqes for such violation or the total loss of
credits mav result. Therefore, it is imperative that this certification reflect the true and accurate intent
Landscape Architecture of what will be provided in return for an allocation of tax credits.
Each section of this certification contains instructions on how the information should be provided.
For Unit Size Calculations, the Average Unit Square Feet and Net Rentable Square Feef should be listed
to two (2) decimal places. The number of units indicated should be only the units for which rent will be
collected. For Average Unit Square Feef calculations, the Total Square Feet should equal the Average
Unit Square Feet multiplied by the Number of Units/Type. The total at the bottom of the Total Square
Architecture Feet column should equal item (D) on the same page of the certification, or be within '1 digit due to
rounding. The total at the bottom of the Number of Units/Type column should equal the number of units
in the tax credit application.
Accessibility certifications on page I are for tax credit point categories only and are not to be
confused with minimum code requirements,
Preservation The architect signing this document is certifying that all unit and site amenities indicated in this
certification are incorporated into the development plans and specifications and unit-by-unit work
write-up, and that all products necessary to fulfill these representations are available for these purposes.
The individual who certifies this information must initial the pages where indicated, provide
the personal information requested and sign on the last page. This certification should not be
mailed separately to VHDA but returned to the developer for inclusion in the tax credit applicatíon.
120 W Campbell ,{venue

Roanoke, Virginia 2401 I
tel:540-342-5263
fax:540-345-5625
WWW. HILLSTUDIO. COM

TO: Virginia Housing Development Authority
ó01 South Belvidere Street
Richmond, Y ir ginia 23 220 -6 5 00
RE: ARCHITECT'S CERTIFICATION

HILL Address of Development:

Name of Owner/Applicant:
202 Charles Street, Fredericksburg, VA
Colonial Heights Apartrnents 2006, L.P.
STUDIO
The above-referenced Owner has asked our office to provide this certification regarding (i)
plans and specifications, (ii) the development square footages, average unit square footages and net rental square
footages, (iii) the amenities the development will have upon completion, and (iv) federal and state requirements
pertaining to development accessibility for persons with disabilities. This certification is rendered solely for the
confirmation of these items. It is understood it will be used by the Virginia Housing Development Authority solely
for the purpose of determining whether the Development qualifies for points available under VHDA's Qualified
Allocation Plan for housing tax credits and frrture consequences for failure to provide items certified below.
Plans and Specifïcations:
Required documentation for all properties (new construction, rehabilitation and adaptive reuse)
I A location map with property clearly defined.

2 Sketch plan of the site showing overall dimensions of main building(s), major site elements
(e.g., parking lots and location ofexisting utilities, and water, sewe¡ electric,
site). Contour lines and elevations are not required.
gas in the streets adj acent to the
3 Sketch plans of main building(s) reflecting overall dimensions of:
b, Ground floor plan(s) showing common areas;
c. Sketch floor plan(s) oftypical dwelling unit(s);
Notes must indicate basic materials in structure, floor and exterior finish,
In addition: required documentâtion for rehabilitation properties

tnitiarc QCI|
certificrtion includes two (2) sepÂrate c¡lculations of square foofage:

1. Averase Unit Ssunre Feet: Measurements Include A Prorata Share of Heated Residential Common Area
2. Net Rentable Squrre Feet: Measurements Do No¡ Include A Prorata Share of Any Common Area
and Reflect All Floor Plans ofEach Unit Tvoe (l-BR.2-BR. etc
HIL L l. Average Unit Square Feet: (These measurements impact the scoring of tax credit applications)
STUD IO For purposes ofdetermining the usable residential heated square feet, the building(s) were measured from the
outsirle face ofexterior walls an<l the centerline ofany party
walls. AII unheated spaces and stairwells
which are no more than heated breezeways and nonresidential, income producing commercial spaces were
subtracted from this measurement. Community rooms, laundry rooms, property manag€ment offices and
apartments, heated maintenance facilities, and other coûìmon space designed to serve residential tenants were
not deducted. Based on this procedure, I certifli the following calculations in determining the usable heated
square feet for the above referenced development:
12,838.59 (A) Total floor area in (sq. ft.) for the entire development
630.00 - (B) Unheated floor area (breezeways, balconies, storage)
0.00 - (C) Nonresidential, commercial (income producing) area
@-:@)Totalusableresidentialheatedarea(sq'ft')foithedevelopment
INSTRUCTIONS FOR AVERAGE UNIT SQUARE FEET CALCULATIONS:
Provide the average unit size for each bedroom type, (1 bedroom elderly,2 bedroom garden,3
bedroom townhouse, etc.) by adding the total square feet of all the same bedroom types (2 bedroom
garden with I baúh and 2 bedroom garden with 2 baths) ånd add¡ng the prorated share ofheated
common resident¡ål space and divide by the total number of the same bedroom fypes (2 bedroom
garden). Do not alter any items below.
Average Number of Total

Unit Types Unit Sq. Ft.{' x UnitslType : Square Feet
Assisted Living 0.00 0 0.00

I StoryÆFF-Elderly 0.00 0.00
I Story/l BR-Elderly 0.00 0.00
1Storyl2 BR-Elderly 0.00 0.00
Efficiency Elderly 0.00 0.00
I Bedroom Elderly 0.00 0.00
2 Bedrooms Elderly
---i"oõ-- 0.00
Efficiency Garden 0.00 0.00
I Bedroom Garden 769.65 2,308.95
2 Bedrooms Garden t,044.57 6,267.42
3 Bedrooms Garden 1,2t0.74 3,632.22
Total _L_Total t2,208.59
* Including pro rata share ofheated, residential common area
rnitiaß QC14
2. Net Rentable Square

For purposes ofcalculating Net Rentablp Square Feet, the units were measured from the face ofeach interior wall. The
values below therefore indicate the actual square footage ofeach unit floor plan. (For example, there may be 2 distinct
l-bedroom floor plans, 3 distinct 2-bedroom floor plans, etc. The purpose ofthis section ofthe Architect Certification is to
document and certiff the floor space attributable to residential rental units in the development.)
HILL Floor Plan Number of Units

STUDIO Unit Type Square Feet This Floor Plan Totql
Efficiency 0.00 0 0.00

I Bedroom ó30.00 1,260.00

I Bedroom 64t.60 I 641.60
1 Bedroom 0.00 0 o¡o-
I Bedroom 0.00 0.00
I Bedroom 0.00 0.00
I Bedroom 0.00 o5o
I Bedroom 0.00 0.00
1 Bedroom 0.00 0.00
I Bedroom 0.00 0.00
I Bedroom 0.00 0.00
I Bedroom 0.00 0.00
I Bedroom 0.00 0.00
1 Bedroom 0.00 0.00
I Bedroom 0.00 0.00
I Bedroom 0.00 0.00
Initiaß Y)CI*
(Net Rentable Square Feet continued)
2 Bedroom 821.70 2,465.10

2 Bedroom gn.n 2,736.60
2 Bedroom 0.00 0.00
2 Bedroom 0.00 0.00
2 Bedroom 0.00 0.00
2 Bedroom 0.00 0.00
HILL 2 Bedroom
2 Bedroom
0.00
0.00
0.00
0,00
STUDIO 2 Bedroom 0.00 0.00
2 Bedroom 0.00
2 Bedroom 0.00 0.00
2 Bedroom 0.00 0.00
2 Bedroom 0.00 0.00
2 Bedroom 0.00 0.00
2 Bedroom 0,00 0.00
3 Bedroom 1,005.50 3,016.50

3 Bedroom 0.00 0.00
3 Bedroom
3 Bedroom
0.00
0.00
-iìõ-
0.00
3 Bedroom 0.00 0.00
3 Bedroom 0.00 0.00
3 Bedroom 0.00 0.00
3 Bedroom 0.00
3 Bedroom 0.00 -õ.oo
0.00
3 Bedroom 0.00 0.00
3 Bedroom 0.00 0.00
3 Bedroom 0.00 0.00
3 Bedroom 0.00 0.00
3 Bedroom 0.00 0.00
3 Bedroom 0.00 0.00
4 Bedroom 0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00
4 Bedroom 0.00 -õ¡o-
0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00 0 0.00
4 Bedroom 0.00 0.00
-õ-
Total: 12 10,1 19.80
rnttiaß 0Cú
I)evelopment Amenities:
I certify that the development's plans and specifications, work write-up, and proposed budget
H IL L incorporate all items from VHDA's most current Minimum Design and Construction Requirements.
The Requirements apply to any new, adaptive reuse or rehabilitated development
ST UD IO (including those serving elderly and/or physically disabled households).
The Minimum Design & Construction Requirements may be found on VHDA's website at
www.vhda.com.
For any development upon completion of construction/rehabilitation: (non-mandatory amenities)
100 % a.(l) Percentage of 2 bedroom units that will have 1.5 or more bathrooms
100 % a.(2) Percentage of 3 or more bedroom units that will have 2 ot more bathrooms
! b. The development will have a community/meeting room with a minimum of 749 square feet.
0 % c. Percentage of exterior walls covered by brick (excluding triangular gable end area,
doors windows and retaining walls)
E d. All kitchen and laundry appliances meet the EPA's Energy Star qualified program
requirements
E e. All windows meet the EPA's Energy Star qualified progrrrm requirements
E f. Every unit in the development is heated and air conditioned with either (i) heat
pump units with both a SEER rating of 14.0 or more and a HSPF rating of 8.2 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
fumaces with an AFUE rating of 90%;o or more
E g. Water expense will be sub-metered (tenant will pay monthly or bi-monthly bill)
E h. Each bathroom consists only of low-flow faucets (2.2 gpm maximum) and
showerheads (2.5 gpm maximum)
E i. Provide necessary infrastructure in all units for high speed cable, DSL or
wireless intemet service
tr j. All water heaters will meet the EPA's Energy Star qualified program requirements.
Initiars 2Cl+
For all developments exclusively serving elderly and/or handicapped tenants, upon completion of
construction/rehabilitation: (non-mandatory amenities)
HILL n
n
a.
b.
All
All
cooking ranges will have front controls
units will have an emergency call system
STUDIO n c. All bathrooms will have an independent or supplemental heat source
n d. All entrance doors have hvo eye viewers, one at 48" and the other at standard
height
For all rehabilitation and adaptive reuse developments, upon completion ofconstruction/ rehabilitation:
(non-mandatory)
n The structure is listed individually in the National Register of Historic Places or

is located in a registered historic district and certified by the Secretary ofthe
Interior being ofhistorical significance to the district, and the rehabilitation
as will
be completed in such a manner as to be eligible for historic rehabilitation tax
credits
Building Structure:
Number of Stories
E Low-Rise (1-5 stories with any structural elements being wood frame construction)
! Mid-Rise (5-7 stories with no structural elements being wood frame construction)
¡ High-Rise (8 or more stories with no structural elements being wood frame construction)
Initials QLt+
Accessibility:
I certify that the development plans and specifìcations meet all requirements ofthe federal
Americans With Disabilities Act.
HILL I certi! that the development plans and specifications meet all requirements of HUD regulations
interpreting the accessibility requirements ofsection 504 ofthe Rehabilitation Act. Please reference
STUDIO Uniform Federal Accessibility Standards (UFAS) for more particular information.
Check one or none ofthe following point categories, as appropriate:
¡ For any non-elderly property in which the greater of 5 or 1 0% of the units (i) provide federal project-based
rent subsidies or equivalent assistance in order to ensure occupancy by extremely low-income persons;
(ii) conform to HUD regulations interpreting accessibility requirements ofsection 504 ofthe 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). 50 pts.
E For any non-elderly property in which the greater of 5 or l0% of the units (i) have rents within HUD's
Housing Choice Voucher ("HCV") payment standard; (ii) conform to HUD regulations interpreting
accessibility requirements of section 504 of the Rehabilitation Act; and (iii) are actively marketed to
people with mobility impairments, including HCV holders, in accordance with a plan submitted
as part the Application. 30 pts.
n For any non-elderly property in which at least four percent (4o/o) of the units conform to HUD
regulations interpreting accessibility requirements ofsection 504 ofthe Rehabilitation Act and are
actively marketed to people with mobility impairments in acco¡dance with a plan submitted as part
of the Application. 15 pts.
As architect ofrecord for the above referenced development, the above certifications are
conect to the best of my knowledge.
Signed:
Title: Architect
Virginia Registration #: s297
Phone: 864-9t5-2126
Date: 5/6/09
NOTE TO ARCHITECT: Any change in this form may result in disqualification or â

reduction ofpoints under the scoring system. Ifyou have any questions, please call Jim
Chandler at VIIDA (804) 343-5786.
Return this certification on Architect's Lefterhead to the developer for inclusion in the
tax credit application package.
Appendix F - VHDA's Universal Design Standards Certifïcation
E
HI LL Units in the development will meet VHDA's Universal Design Standards.
Before issuance of IRS Form 8609, applicant will provide documentation to VHDA as
STU DIO evidence that such units meet VHDA's Universal Design standards.
The number of rental units that will meet these standards:
The total number of rental units in this development: 12
NOTE: For Elderly Developments, 100% of the units in the development must meet the
Universal Design standards in order to qualify for points.
For Family Developments, points are awarded based on a percentage of the

number of units meeting the Universal Design standards.
For the tax credit applicant to quali$, for points associated with Universal Design,
the architect of record must on VHDA's list of Universal Design certified architects.
ffi
Appendix F' - EarthCraft or LEED Development Certification
E
HILL Earthcraft Certification - The development's design meets the criteria for
EarthCraft certification according to energy modeling projections and the areas of
STUDIO emphasis worksheet. Before issuance of IRS Form 8609, applicant will obtain and
provide EarthCraft Certification to VHDA.
fl LEED Certification - The development's design meets the criteria for the U.S.
Green Building Council LEED green building certification. Before issuance of IRS Form
8609, applicant will obtain and provide LEED Certification to VHDA.
NOTE: Select only one of the above two options.
For the tax credit applicant to qualifu for points associated with this section,
the architect of record must on VHDA's list of LEED or Earthcraft certified
architects, as appropriate.
Signed:

Architect of Record
(same individual as on page 8)
Date: 516/09
Appendix F - LEED Accredited Design Team Member Certification
1. Please identify the following information of the LEED Accredited Professional:
HIL L Name:
Company:
Evelyn A. Slone
Hill studio. P.c
STUD IO Tirle: Director of Planning
Phone Number: 540-342-5263
Fax Number: s40-34s-562s
Email: eslone@hillstudio. com
2. List below the attributes of the proposed development which would or may qualify for points
under the U.S. Green Building Council's LEED certification rating system: *
(Add space as necessary)
r Sustainable Sites - Credit 2: Development Density & Community Connectivity

¡ Sustainable Sites - Credit 4. l: Altemative Transportation, Public Transportation
r Water Efficiency - Credit 1.1: Water efficient landscaping (50% reduction)
¡ Water Efficiency - Credit 1.2: Water Efficient Landscaping, No Irrigation
I Water Efficiency - Credit 3.l: Water Use Reduction (20%)
¡ Energy & Atmosphere - Credit l: Optimize Energy Performance, Existing Building Renovations
! Materials & Resources - Credit 2.l: Construction Waste Management (divert 50%)
' Indoor Environmental Quality - Credit 4.2: Low-Emitting Materials (paints & coatings)
. Indoor Environmental Quality - Credit 4.3: Low-Emitting Materials (carpet systems)
' Indoor Environmental Quality - Credit 6.2: Controllability of Systems, Thermal Comfort
I Lìdoor Environmental Quality - Credit 7. l: Thermal Comfort Design
*vation & Design - LEED Accredited Professional
Please attach a copy of the LEED Accredited Professional Certificate to this document.
05/06/09
Date
* This page must include items that would qualify for points under the LEED certification
system. No noints will be awarded in this catesorv if nothine is listed here.
"* This individual is not required to be the architect of record signing the Architect Certification. It is
sufficient that this individual is a member of the design team,
11
The U. S. Green Building Councif
hereby certifies that
Evelyn Slone
has successfully demonstraüed knowledge of the
green building design and construction industry and the
Leadership in Energy*d Environmental Design (LEED@) 2.0
Green Building Rating system, Resources and Process required
to be awarded the title of
LEED@ 2.0 Accredited Professional
L*,,H,..H"*,Ð.
S. Richard'F edrizzi, President,

CEO and Founding Chairman
I errance Fitzserald Tidewater lnisulators LLC 01/30/2008
Scott Flemino Rust-Orlinq Architecture, lnc. 0513112007
Gerald Forsburo Shenandoah Desiqn 0212612009
Richard Funk CBF Associates, Architects 01/30/2008
Richard Gaiarskv a513112007
Seroio Gambale ñ/iencek + Associates 12t05t2007
Reqina Gerner Fairfax Countv Deoartment of Housinq and Commu 01/30/2008
Jodv Gibson Ihe Lane Group, lnc. 05/06/2009
Geoffrev Gooan 01/30/2008
Rav Graham F&W Management 05t31t2007
Mike Green 3ozzuto Construction Company 02t26t2009
0harles Greenburq IDG Architects. LLC o5t31t2007
Sheila Greqq Sol Aoua Terra 02t26t2009
Iin Greqory Richmond Metropolitan Habitat for Humanitv 12t15t2008
3rian Srosholz Bozzuto Construction o2t26t2009
3hris 3rubbs Rehab Builders. lnc. 12t15t2008
Elizabeth Sruben Gruben Desion o5t31t2007
Jessica iuqlielmo Viroinia Beach Communitv Development Corporatio 1211512008
Tim 3underman Sterlino Construction Comoanv. lnc. 0612612008
Patrick lagqertv Balodemas Architects 12t15t2008
Tom lale Hanover Habitat for Humanitv 12t1512008
Rosie Hall Holv Tabemacle Housinq and Economic Developmt 0513112007
Jeff Harbinson Harbinson & Associates. Architects, P.C. 't2t05t2007
Carl Hardee Lawson Realtv 01/30/2008
Mickev Harden Aurora Consultinq. LLC 01/30/2008
Steve Harder AHIP 0513112007
David Haresion Bonstra Haresiqn Architect 12t05t2007
Katie Harrioan vValter Parks Architects 01/30/2008
Ron Hartzheim fown and Contry Mechanical 02t26t2009
Donald Harwood HillStudio, P.C. 01/30/2008
John Heaov Bozzuto Construction 05/06/2009
Ihomas Heatwole Commonwealth Architects 05/06/2009
James Heffner Heffner Architects 05/06/2009
Ricardo Hendi R. HendiArchtiect 05/06/2009
[¡'like Henehan Bozzuto Development Company o2t26t2009
Rov Hiil Fixture Soecialists lnc. 01/30/2008
Josh Holloway Sommunitv Housino Partners o2t26t2009
Varv Kav Horoszewski y'iroinia Beach Communitv Develooment Corporatic 12t15t2008
3rian Tudson :{CS Contractinq 1211512008
Vark Humbertson 3RW Architects 1210512007
)avid Hunter rord coolan macht 01/30/2008
¡Vesley Hurt foler lnsulatino 09t12t2008
Robert Johnston Sommonwealth Architects 0612612008
Gary Jones 1211512008
Kermit Jones Holv Tabernacle Housing and Economic Developm, 05t3112007
Ronald Keenev Keeney & Co., Architects, PLC 05/06/2009
Janice Kendall Hunt lnvestments, LLC 0612612008
Stuart Kessler Nordic Consultinq Group, LLC 1012512007
John Kim Harkins Builders, lnc. 05/06/2009
Kevin Kinq R.L. Price Construction. lnc 0612612008
[¡lurray Kirk S.L. Nusbaum Realw ComDan! 01/30/2008
Douo Kleffner Johannas Desion Grouo 09t12t2008
-awrence Kliewer Cox. Kliewer. and Companv, PC 01t30t2008
Jeni rle AHIP o5t31t2007
Frank (oncz úúelcome Home CDC '12t15t2008
TAB G
(Relocation Assistance Plan)
Colonial Heights Apartments 2006, LP abided by the VHDA Relocation
Guidelines attached, during the resident relocation process. The
relocation process was begun in December 2006 and completed in fune
of 2007,
VHDA
Relocation Assistance Guidelines
These guidelines are the Authority's standards for the provision of assistance to tenants forced to
relocate because of changes in the use or condition of their rental units regardless of the length of the
rernaining lease term.
Any contract for the acquisition of a site with existing residential property may not require an
ernpty building as a condition of such contract, unless relocation assistance is provided to displaced
households, if any, at such level required by the Authority below.
i. Applicabilitv
The guidelines apply to all developments that will displace existing tenants and must be followed
to qualify for Low Income Housing Tax Credits. These guidelines will be incorporated by reference in
and enforced by the Contract to Enforce Representations Regarding Low-Income Housing Tax Credit
Development if the development qualifies for a reservation of credits.
The guidelines apply to all multi-family buildings when tenant rrìoves are required for reasons
snch as rehabilitation, demolition, and sale by contract specifying an empty building. They apply to
rented single-fan-rily houses when tenancies are terminated because of planned demolition.
II. Summary
In the situations specified above, owners must undertake the following:
l) Relocation payrnents
2) Relocation assistance
3) 120-day vacate notice
4) Full cor¡munication of plans
III. Relocation Pa)¡rnents
Owners must provide relocation payments to all households receiving notice to vacate the
development and not return to the existing development. See item V. for Temporary Relocation. The
payments are designed to help cover moving expenses and the additional costs of relocation. Relocation
payments for unfurnished dwelling units should be in accordance with the current moving expense
schedule for Virginia under the Uniform Relocation Act. The payments currently specified by the Act are
as follows:
Occupant owns furniture Occupant does not own

furniture
Number of rooms of furniturc
I ) 3 4 5 6 7 I Each I room Each
room rooms rooms rooms rooms rooms rooms rooms add'1. not furn. addtl. room
room
550 750 950 I 150 1350 1550 1750 t 950 200 350 /5
RELOCATION ASSISTANCE GUIDELINES, continued
To each leaseholder whose gross income is less than 50%o of the applicable Area Median Gross
Income (AMGI) adjusted for household size, owner/applicants must provide a relocation payment of
twice the amount listed above.
Owners are encouraged to discuss the details of their relocation plans with the Authority staff in
order to identifl, special tenant circumstances that might require fine tuning of the arrangements.
Owners must make at least half of the relocation payrnent when a tenant gives a definite move out
date, the remainder to be paid when the tenant actually vacates. Many need this to help pay the security
deposit on their next residences. Owners are urged to give careful consideration to providing relocation
payments to tenants who have not yet received their 120-day notice to vacate but have compelling reasons
to move early.
IV. RelocationAssistance
Owner/applicants should provide additional relocation assistance such as:
. Expediting return of security deposits, or allowing tenants to apply them to the last month's rent
. Contacting comparably priced rental complexes to request priority for persons being displaced
. Providing transportation for tenants needing to look at other housing, especially those who are
elderly or disabled
Giving attention to the special problems of timing moves for families with school age children
Offering to help (trucks and drivers) move furnishings
Relocation assistance and services should be made available to tenants not only during regular
business hours but during evenings and weekends to accommodate tenants who would otherwise have to
miss work. Owners should provide tenants written materials andlor translation services in their native
languages ifnecessary
V. Temporarv Relocation Assistance
Owner/applicants must provide assistance for two moves when it is necessary for occupants
quali$'ing for a renovated unit to move temporarily during the renovation work and then return to a
renovated unit. Assistance can be either a payment to reimburse the actual cost of the move and utility
transfers or moving services provided by the developer and a payment to cover the cost of utility
transfers. Tenants are expected to provide documentation of their expenses. Payment for only one lrove
is required if the tenant elects in writing to move to a renovated unit and not return to his or her original
unit.
VI. 120-Da)¡ Notice to Vacate
State law requires 120-day vaÇatenotice for all condo and co-op conversions and for any change
in the use of buildings with at least four rental units. These guidelines extend that notice period to all
multi-family rental units vacated due to rehabilitation or demolition, and to single-family houses being
demolished.
VII. Full Communication of Renovation and Relocation Plans
Owners must inform tenants of renovation and relocation plans as soon as possible, and to
arrange for interpreters to help non-English speaking persons understand what the owner intends to do
with the property. Open cornmunicatior-r with tenants about plans for the development can be helpful to
both owner and occupants by rninimizing rumors and misunderstandings.
Owners of complexes containing 20 or more units are required to submit a renovation and
relocation plan to the Authority and to affected tenants. The plan should be as complete as possible, and
updated as changes are made. The scope of the plan should be appropriate to the scale of the
development being renovated, including al a minimum:
1) Narne, address and contact person for the owner/ developer/ n'ìanagement comparry
2) Scope of the work to be clone and phasing of work, including estimated tin, etables
3) Relocation payments and services to be offered
4) Anticipated rents and rental policies after the changes
5) Measures planned to minimize construction irnpact on occupied units.
The plan should be submitted to the Virginia Housing Development Authority, Multi-Family
Development Division, Attention: Tax Credit Program Administrator.
VIII. Documentation of Compliance
Owner/applicants are required to maintain frles which can, if required by the Authority, document
compliance with the above requirements. Such files should include, but not be limited to copies of
relocation plans, notices, canceled checks, and other items providing evidence of compliance with the
above requirements.
REQUIRED NOTICE WHEN BUILDINGS UNDERGO CHANGE
Section 55-222 of the Code of Virginia requires 720 days' notice to tenants being vacated fi'om
any building containing at least 4 residential units, if the building is to be renovated, demolished, sold on
a contract requiring an empty building, or converted to hotel, motel, apaftment hotel, or other commercial
use.
Vireinia Code Section 55-222
NOTICE TO TERMINATE A TENANCY; ON WHOM SERVED; WHEN NECESSARY. - A

TENANCY FROM YEAR TO YEAR MAY BE TERMINATED BY EITHER PARTY GIVING THERE
MONTHS; NOTICE, iN WzuTING, PRIOR TO THE END OF ANY YEAR OF THE TENANCY, OF
HIS INTENTION TO TERMINATE THE SAME. A TENANCY FROM MONTH TO MONTH MAY
BE TERMINATED BY EITHER PARTY GIVING THIRTY DAYS' NOTICE IN V/RITING, PRIOR
TO THE END OF THE MONTH, OF THIS INTENTION TO TERMINATE THE SAME. HOWEVER,
I2O DAYS' WRITTEN NOTICE IS REQUIRED IF THE TERMINATION IS DUE TO
REHABILITATION OR A CHANGE IN THE USE OF ALL OR ANY PART OF A BUILDING
CONTAINING AT LEAST FOUR RESIDENTIAL UNITS. CHANGES SHALL INCLUDE BUTNOT
BE LIMITED TO CONVERSION TO A HOTEL, MOTEL, APARTMENT IJOTEL OR OTHER
COMMERCIAL USE, PLANNED UNIT DE,VELOPMENT, REHABILITATION, DEMOLITiON OR
SALE TO A CONTRACT PURCHASER REQUIRING AN EMPTY BUILDING. THIS 120-DAY
REQUiREMENT SHALL NOT BE WAIVE,D; HOWEVER, A PERIOD OF LESS TI-IAN 120 DAYS
MAY BE AGREED UPON BY BOTH THE LANDLORD AND TENANT IN A WRITTEN
AGREEMENT SEPARATE FROM THE RENTAL AGREEMENT OR LEASE EXECUTED AFTER
SUCH NOTICE IS GIVEN AND APPLICABLE ONLY TO THE 120-DAY NOTICE PERIOD. WHEN
SUCH NOTICE IS GIVEN TO THE TENANT IT MAY BE SERVED UPON HIM OR UPON
ANYONE HOLDING LTNDER HiM THE LEASED PREMISES, OR ANY PART THEREOF. V/HEN
IT IS BY THE TENANT IT MAY BE SERVED UPON ANYONE WHO, AT THE TIME , OWNS THE
PREMISES IN WHOLE OR IN PART, OR THE AGENT OF SUCH OWNER, OR ACCORDING TO
THE COMMON LAW. THIS SECTION SHALL NOT APPLY V/HEN, BY SPECIAL AGREEMENT,
NO NOTICE IS TO BE GIVEN; NOR SHALL NOTICE BE NECESSARY FROM OR TO A TENANT
V/HOSE TERM IS TO END AT A CERTAIN TIME.
THE WzuTTEN NOTICE REQUIRED BY THIS SECTION TO TERMINATE A TENANCY

SHALL NOT BE CONTAINED IN THE RENTAL AGREEMENT OR LEASE, BUT SHALL BE A
SEPARATE WRITING.
{<t rk*'ß*'|<*****
For buildings containing fewer than 4 residential units, the Authority requires the same 120-day vacate
notice to tenants.
The Virginia Condominium Act requires in Section 55-79.94(b), as amended in 1980, that tenants
of all complexes being convefted to condominiums be given 120 days' notice to vacate.
TAB H
(PHA/Section I NotifTcation Letter)
.A.PR.30.2009 l.L:41 5406049949 #12t4 F.002 /003
Ëolonial Heights Apartments 200Ë, L.P.

c/o Central VirgÍnía Housing Coalition
208 Hudgins Road
Fredericksburg, VA ?2408
April28, 2009
TO: Central Virginia Housing Coalition

208 Hudgins Road
Fredericksburg, Virg in ia 22408
Attention: Mary Arrne Bryant, Deputy Director
RE; PROPOSEÐ AFFORDABLE HÖUSING DEVELOPMENT

Name of Owner: Ço]?nial Heights Apagments 2006, L.F.
I would tike to take this opportunity to notify you of a pröposËd affordable

housirtg development tq be cornpleted in your jurisdiction- We are in the process of
applyíng for federal low-income housing tax credits from the Virginia Housing
Development Ar-rthority (VHDA), We expect to rnake a representatiçn in that application
that we witl give leasing preference to households on the local PHA or Sectiorr I waiting
list- Units are expected to be compleied and available for occupancy
beginning -.$eptember 20ts
The following is a hrief description of the proposed development:
Development Address (should correspond tc 1,4"2 on päge 1 of the Application):

200-202 Charles Street, Fredericksburg, VA 224A1
Propased lmprovements: (Should correspond with l"Ë & D and Ill.A of the application)
El ruew Construction: 12 # Unils 1 # Buildings 12,838-B Total Gro$$ Floor Area

1
ffi Adaptive Reuse; # UnÍts # Buildíngs 2,764.42 Total Gross Floor Area
n Rehabílitatton: # Units # Buildings Total Gross Floor Area
Proposed Rents (should correspond with Vll.C of the Application):
E Eff¡ciencies; $ / month
E t neOroom Unite; $ 475 / month
H 2 ne¿room Units: $ 700 / month
El 3 Bedroorn Units: $ 900 / month
n 4 Bedroom Units. $ / month
-A.FR.30, 2009 LL r {1. 5406049949 #1214 F.003 /003
PHA or SEÇ fi Nctification Letter, continued
Other Descriptive lnfcrmation (should correspond with inforrnatiqn irr the application):
We will appreciate your assistance in identifying qualified tenants. tf you have

any questisns aþout the proposed development, please calf me at {rxx) xxx-xxxx.
Please ackr¡owledge receipt of this letter by signing below and returning it to me.
Sincerely yours,
Representative çf Owner/App licant

Title
To be completed hy the Local Housing Authority or $ec I Administrator:
Seen and Acknowledged
Frinted Name:
ritte: llcüSr',\¿r, PË$alì-¡ru.g þ{,þr.\Å-6Ëf- ,.,"",.-..-,-..,,,-.,.-
phone: ß4n ,lo}q.qq 4Õ

prtu, ,{liÇLL
NÕTE: Any chenge in this form letter mây result in a reduetiorr of points under the
scoring sy+tern. lf you have any questions, please call Jim Chandler ät VHDA
{804} 343-5786.
TAB I
(Local CEO Letter)
Beverþ R. Cameron City of Fredericksburg
Acting City Manager P.O.B,ox7447
Fredericksburg, VA 22404-7447
Telephone: 5 40-37 2-1010
Fax: 540-372-1201
April 16,2009
Jim Chandler
VHDA Tracking Number: 2009-Z.-35

Development Name: Colonial Heiehts Apartments
Development Jurisdiction: City of Fredericksburg, Virginia
Name of Owner/Applicant : Colonial Heights Apartments 200ó, L.P.
DearMr. Chandler:
The construction or rehabilitation of the above-named development and the allocation of

federal housing tan credits available under IRC Sectio¡42for said development will help
to meet the housing needs and priorities of the City of Fredericksburg. Accordingly, the
City of Fredericksburg supports the allocation of federal housing tax credits requested by
Colonial Heights Apartments 2006, L.P. for this development.
Verytruly yours,
Á,&r ú^-
úeroerly R/cameron
Acting City Manager
Tab J
Homeo\rynership Plan
l{ot Applicable
TAB K
(Site Control Documentation)
.;UUt TJL¿68
NOTICE TO CLERK OF CCIT]RT T'HIS IS A DEED OF ASSIJMPTION BY'IWHICH TT{E GRANTEE IS

ASSUh,fINCì TIIE LIABII,ITIES OF THE GRANTOR UNDER A DEED OF TRUST, AS DESCRIBED HEREIN"
ORIGINALI,Y SECURING IN TTIE AGGREGATE $62,000,00, ON WHICH CONSIDERATION RECORDING
COS]'S WERE PREVIOUSLY PAID. TT{E NEW OR ADDITIONAL CONSIDERATION TOTALS THREE
HUNIIREÐ FORTY ]I{REE THOUSAND FiVE HUNDRED FORTY SIX AND 96/100 DOLLARS
($343,5'1ó.9(Ð.
(í,[ ].d.,t"
Tax Farcel l.los.iGPINS: j¿ü "-.ll ,,í Prepared by and to be retumed to:
Kanady & QuiruL P,C.
7130 GlenForest Drive, Suite 120
Consirlemtion Paid: $ 400,000.00 Riclunond" V tr gßta 23226
Assultptiou Bal¿rnce $ 56.453.04
Cash: $ 343.546.96
TIIIS DEED OF.{SSUMPTION, made and entered into this ,-#árrof ÍipiZOOS, by
and betr¡¡een CENTBA a Virginia nonstock
corporation, to be inclexed as grantor (the "Grantoi') and C9LONIAL IIEISüIæ
APABTI\'IENTS :2006" L.P.. a Virginia limited partnership, to be indexed as grantee (the
"Grântee''), provides as fbllows:
WITNESSETH:
That for and in consicleration of the sum of Four Hundred Thousand and 00/100 Dollars
($400,Cû0.00), of which Three Hundred Forty Three Thousand Five Hundred Forty Six and
96/100 Dollars ($34:1,546.96) is cash in hand paid, and Filty Six Thousand Four Hundred Fifly
Thre:e anrl 04/100 Dollars ($56,453.04) is the balance due under a certain Deed of Trust Note and
Grant Ag¡reement he,reinafter set forth, and the obligation to pay such balance due is being
assumettr by the Grantee pursuant to this Deed, the receipt of all of rvhich is hereby
ackttowle,dged by the Grantor, the Grantor does hereby grant, bargain, sell and convey with
GEl.fE:R-riL WARRAN'IY and. ENGLISH COVENANIS OF TITLE, unto Grantee, all the
follo'n'ingg described tract or parc,el of land, with improvements thereon, to wit:
See attached Exhibit "A'

1'his conveyance is made subject
to a certain Real Estate Deed of Trust dated July 7,
2004 (the "Deed of Trust"), securing a note (the "Note") and grant agreement (the "Grant
Agteeme,nt") of even date, the Note in the original principal amount of Thirty One Thousand and
00/ 100 L)ollars ($31,000.00) and the Grant Agreement in the original principal amount of Thirty
One llhousand and 001'100 Dollars ($31,000.00), which Note and Grant Agreement are made in
favcrr of The Virginia Foundation for Housing Preservation (now known as Virginia Community
.. -t
Capital, lnc.), and âs parf of the consideration for this conveyance, the Grantee assumes the
balance due on said Note and Graût Agreement, the present unpaid balance on the Note being
Twenty-Six Thousand Four Hundred Fifty Three and 041100 Dollars ($26,453.0¿t) and the
preser.ú unpaid balance on the Grant Agreement being Thfuty One Thousand and 0o/100 Dollars
(S31,ir00.0(]). The Grantee lrereby c,everiants and agrees to conrply with all of the terms and
condif:ions sontained in the Note (including without limitation to pay the Note in ascordance with
its terms). the Grant Agreement a,nd the Deed of Trust, as evidenced by the exÊcution of this
Deed of Assumption by the Grantee.
WITNESS the following signatures and seals, all of which have been exeçuted with
proper authorization.
fSignatures and Notarial Certififirtions on Following Pages]
GRAN'|EE'S ADDRESS:
2CI8 Ì{udgins Road

Fredericksburg, Virginia 224,OB
'ì
-a
GRANTOR:
CENTRAL ING COALITION, INC

a Virginia
By:
Its:
coMMoì{wEALTH OF VTRGTNTA )
)
CIrY/COL|NTY OF {'h i,f i'ì f D )
The fbregoing instrumpnt was acknowledged before me,

_\{'Jfr
Notar-y Public, this day of _ tr]1n-tl
who lras pr-esented identifrcation of V&
acknou,ledged this instrument under the"penaþ
Housing Coalition, Inc., a Virginia
Notary Public
r ''ï
j" .¡,
GRANTEE;
COLONIAL TMIG}ff S APARTMENTS 2006, L.P.

a Virginia limited partnership
By CVHC Colonial Heights Apartments, Inc.
Its General
By,
Name:
lts:
coMMoNwEALTH OF VTRGTNTA )
)
crry/cot-rNry oF $nn U)_)
The foregoing instrumelt was acknowledged before me,

Notary Public, this _jÚl [¿¡- day of n&,V
who has presented identification of
acknouledged this instrument under penalty of perjury as CVHC Colonial Heights
Apari;ments, Inc., a Virginia coryoration, the General Partner of Colonial Heights Apartments
2006.,L,P., a Virginia limited partnership, on behalf of the partnership.
Registration Number:
My commission expires:
"Ø
W
Notary Seal (sharp,r.t-'tUl-iär#Jitølically reproducibte)
&¡iii:$.",'lt'
,' ,l
-r¡
EXHTBIT ^4.
PROPERTY DESCRIPTION
LEG,A.L DESCRIPTION FOR A 0.3415 ACRE TRACT OF LAND AS RECORDED IN PLAT

BOOK 4, PAGE 29 OF HE CITY OF FREDERTCKSBURG, VIRGINIA LAND RECORDS;
SAID 0.3415 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES
AND BOL]NDS ON TI# ALTA/ACSM LAND TITLE SURVEY MADE BY HGP, INC,
DAT}JD MARCH 6,2007 AS FOLLOWS:
Beginning at a drill hole found in the Western line of Charles Street and 130.2 feet South of the
centerline of Dunmore Street for the Northeast comer of this tract and the POINT OF
BEGINtrNII.{G; TFIENCE,
With the ü¿esterly right of way of Charles and Dixon Street, the following two courses.
1. South 26" 32' 30" East, 77.68 feet to a drill hole found 0.2' from a building; TIIENCE,
2. Sorúh 14" 07' 35" West" 106.00 feet to a 5/8" iron rod set at the Southeast corner of this
site, same being a corner to Downtown Greens as recorded in Instrument No
2A0340200A; TI{ENCE,
Leaving t1rc right of way of Dixon Street and with the common line of both this tract and tracts
owned by Downtown Greens as recorded in Instrumert Nos. 2003402000 and 2001206000, the
follorving'flrve (5) courses,:
1 North 62" 36' 16"' West, 20.00 feet to a 5/8" iron rod set; TFIENCE,
2 North 60" 10' 30" West, 100.00 feet to a 1" kon pipe found; TFIENCE,
3 Nofih 63" 27' 29" East, 9.94 feet lo a 5/8" iron rod set; TIIENCE,
4 North 26" 32' 30" West, 58.60 feet to a 5/8" iron rod set; THENCE,
5 North 63" 25' 5'1" East,126.30 feet
to the POINT OF BEGINNING, containing 0.3415 acres of land, more or less.
BEING the same property conveyed to Central Virginia Housing Coalition, Inc. by deed from
Dixotr Street Associates, a Virginia limited partnership, dated January 7, 1999 and recorded
Janua.r¡, 7,1,1999, in the Clerk's Offtce, Circuit Court, City of Fredericksburg, Virginia, in Deed
Booi:320. page92.
I iit.qT tl¡t liHT *U,3r]ilil i ;,3Ë

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TAB L
(Plan of Development CertifTcation Letter)
Stephen J. Smallwood, C.B.O. City of Fredericksburg
Director of Building and Development 715 Princess Anne Street
Services P.O.Box1447
Fredericksburg, V A 22404 -7 447
Telephone: 540 372-1080
Fax:540 310-0636
March l8,2OO9

Attention: Jim Chandle¡
601 South Belvedere Street
RE: PLAN OF DEVELOPMENT CERTTNCATION
Name ofDevelopment: Colonial Heiehts Apartrnents

Name of Owner/Applicant : Colonial Heiehts Apa¡finents 2006 L.P.
Name of Seller/Cunent Owne¡: Colonial Heiehts Apa¡tments 2006 L.P.
The above-referenced Owner/Applicant has asked this office to complete this form letter regarding the
site plan of the proposed Development (more fully described below). This certification is rendered solely for
the purpose of confirming the status of plan of development or site plan approval ofthe Development. It is
understood that this letter will be used by the Virginia Housing Development Authority solely for the purpose
of determining whether the Development qualifies for points available under VHDA's Qualified Allocation
Plan for housing tax credits.
DEVELOPMENT DESCRIPTION: (To be provided bythe Owner)
Development Address (should correspond toI.A.2 on page 1 of the application):

202 Charles St.
401-405 Dixon Street and 200 Cha¡les Street
Legal Description (should comespond to the site control document in the application):
All that Çertain lot or parcel of land together with all buildings and improvements thereon,
situate, laying and being in the City of Fredericksburg, Virginia" containing 14,872 square
fee! more or less, as shown on plat of survey prepared by Eugene W. Knisely, C.L.S., dated
August g, 1982, revised August 24, 1982, and recorded in Plat Book 4, Page 29, in the
Clerk's Offrce of the Circuit Court of the City of Fredericksbrng, $¡g!4þ
Ànd being the same property conveyed to Central.Virginia Housing Coalition, Inc., from
Dixon Street Associates by deed dated October 15ú, 1998
Plan of DevelopmentNumber: COLONIAL IIEIGHTS APARTMENTS Tax Map # 90 Parcels 202

and 401, Prepared by Anderson and Associates, fnc., Job Number
25181, Approved by the City of Frederieksburg, ,A.ugust 10, 2007
PLAN OF DEVELOPMENT CERTïf'ICATION, continued
Proposed Improvements (should corespond with I.B & D and III.A of the application):
X ruew Construction: 12 # Units # Buildings 15,669 Total Gross Floor Area

[lAdaptive Reuse: 2 # Units # Buildings 2,538 Total Gross Floor Area
I RetraUititation: # Units # Buildings Total Gross Floor Area
Other Descriptive Information: (Should correspond with information in the application)
:..-- rsl
w Conskuction Addition B: 495 SF + 276 SF Stairs: l " Floor: 4.302 SF + 276 Stairs:
Floor: 4-302 SF + 276 SF Stairs: 3'd Floor: 4.253 SF + 276 SF Stairs: Garase: l2l3
:
SF. 15.669 SF. Existine Buildine: 2.190 SF + 348 SF Porches :2.538 SF.
LOCA.L CERTIFICATION: (To be completed by the appropriate local offrcial)
Check one ofthe following as appropriate:
X The proposed development described above has an approved final plan ofdevelopment or site plan (as
applicable to the site). No further plan of development or site plan approval is required before
issuance of a building permit.
n The proposed development is an existing development with proposed renovations and no additional
plan of development approval is needed.
The above plan of development approval is in effect until: TT{E SITE PLAN WILL EXPIRE ON
AUGUST 10, 2012, FIVE YEARS
FROM TT{E APPROVAL DATE. THE
BUILDING PERMIT WILL NOT
EXPIRE UNLESS WORK CEASES AT
THE SITE FOR MORE THAN SD(
MONTHS.
Printed Name:
,t r". btaeo't>c= È ( ùs
TABM
(Zoning C ertificatio n Letter)
City of Fredericksburg
Raymond P. Ocel, Jr. P.O. Box7447
Director of Planning and
Fredericksburg, VA 224A4-7 447
Community DevelopmenU Telephone : 540-37 2-1 17 I
Zoning Administrator Fax: 540-372-6412
TO: Virginia Housing Development Authorþ

ZONING CERTIFICATION
Name of Development: Colonial Heiehts

Name of Owner/Applicant: Colonial Heights Aparhnents 2006, L.P.
Name of Seller/Current Owner: Colonial Heights Aparhents 2006, L.P.
The above-referenced Owner/Applicant has asked this office to complete this form letter
regarding the zoning of the proposed Development (more firlly described below). This certification is
rendered solely for the pu{pose of confirming proper zoning for the site of the Development. It is
understood that this letter will be used by the Virginia Housing Development Authority solely for the
purpose of determining whether the Development qualifies for points available under VHDA's Qualified
Allocation Plan for housing tax credits.
DEYELOPMENT DESCRIPTION:
Development Address:
2æ-202 Chorles Slreet, Frederickburs, VA 22Æ1
Legal Description:
All that certain lot or parcel of land together with all buildings and improvements thereon, situate,
laying and beine in the City of Fredericksburg, Virginia containing 14,872 square feet, more or less,
as shown on plat of survey prepared by Eugene W. Knisely, C.L.S., dated August 9, 1982, revised
Auzust 24,1982, and recorded in Plat Book 4, Pace29, in the Clerk's Office of the Circuit Court of
the City of Fredericksburg, Virginia
And being the same property conveyed to Central Virginia Housing Coalition, Inc., from Dixon Street
Associates by deed dated October lsrs, 1998
Proposed Improvements :
X New Construction: L2 # Units # Buildings 12,838.6 Total Gross Floor Area

[lAdaptive Reuse: # Units # Buildings 2,764.02 Total Gross Floor Area
I nenauilitarion: # Units # Buildings Total Gross Floor Area
ZONING CERTIFICATION, Page Two
Current Zoning: Commercial Transitional (CT) allowing a density of

units per acre, and the following other applicable conditions: May continue with non-
conforyling use of the property provided activity meets non-conforming use zuidelines.
Zoning is proper only if the property on which the development is or will be located complies with
existing zoning requirements; provided, however, that if the zoning is not residential with an "R"
desþation, z.oning will not be deemed to be proper, unless the chief executive officer of the locality
certifies, on behalf of such locality, approves the request of the above-referenced Owner/Applicant to
such locality that the zoning be deemed to be proper for the sole purpose of awarding poins under the
Qualified Allocation Plan, notwithstanding that the zoning for the property does not have an "R"
designation.
Other Descriptive Information:

Site contained th¡ee (3) adjoining buildines. Proiect development included the demolition of two (2)
,portions of the existing building and rehabilitation of the remaining structure. A new adjoining structure
will be built to include 12 apartments, for a total of 14 aparhnents.
LOCAL CERTIFICATION: (To be completed by the appropriate local official or Civil Engineer)
Check one of the following as appropriate:
X The zoning for the development described above is an approved non-conforming use. To the
best of my knowledge, there are presently no zoning violations outstanding on this property. No
further zoning approvals and/or special use permits are required.
n The development described above is an approved non-conforming use in an "R" zoning

designation. To the best of my knowledge, there are presently no zoning violations outstanding
on this properly. No further zoning approvals and/or special use permits are required.
u There are no zoning requirements currently applicable to the site described above.
Raymond P. Ocel, Jr.

(Printed Name)
Zoning Administrator
(Title of Local Official or Civil Engineer)
Phone: 540-372-1179
Date: û?.ja'a7
ZONING CERTIFICATION, Page Three
To be completed only by Chief Executive Offrcer (applicable only if zoning does not have rR'
designation):
X The zoning for the proposed development does not have an "R" designation, however, the chief
executive officer of the locality certifies in the space provided below that he/she haso on behalf of
such locality, approved the request of the above-referenced Owner/Applicant to such localþ that
the zoning be deemed to be proper for the sole purpose of awarding points under the Qualified
Allocation Plan.
The undersigned, who is the chief executive offrcer of the City/County of

Fredericksburg , Virginia" hereby certifies that he/she has, on behalf of such locality,
approved the request of the above-referenced Owner/Applicant to such locality that the zoning be
deemed proper for the sole purpose of awarding points under the Qualified Allocation Plan,
notwithstanding that the zoning for the property does not have an 'oR" designation.
Phillip L. Rodenbere
(PrintedName)
City Manaser
(Title of Chief Executive Officer)
Date: JA /latJr'-aCIO'
NOTE TO LOCALITY:
1. Return this certification to the developer for inclusion in the tax credit appllcation package.
2. Any change in this form may result in a reduction of points under the scoring system. If you have
any questions, please csll Jim Chandler at VIIDA (804) 34$5786.
NOTE TO DEVELOPER: You rre strongly encouraged to submit this certification to the appropriate local
oflicial at least three weeks in edvance of the application deadline to ensure adequate time for review and
approvaL
TAB I\
(Copies of 8609's To Certify Developer Experience)
Housing Choice Voucher Program
Allowances for
Tenant-Furnished Utilities
Family Name: __________________________________ Bedroom Size: _____
and Other Services Unit Address: __________________________________
__________________________________
Region: 1 - Northern Virginia Unit Type: 1 Exposed Wall Effective Date: 07/01/2009
Monthly Dollar Amount
Utility Usage 0 BR 1 BR 2BR 3BR 4BR 5 BR
Appliance Range/Microwave $2.00 $2.00 $2.00 $2.00 $2.00 $2.00

Refrigerator $3.00 $3.00 $3.00 $3.00 $3.00 $3.00
Bottled Gas Cooking $9.00 $12.00 $15.00 $19.00 $24.00 $27.00
Home Heating $47.00 $66.00 $85.00 $103.00 $132.00 $150.00
Water Heating $21.00 $29.00 $37.00 $45.00 $57.00 $66.00
Electricity Cooking $2.00 $3.00 $4.00 $4.00 $6.00 $6.00
Cooling (A/C) $4.00 $5.00 $6.00 $8.00 $10.00 $11.00
Home Heating $13.00 $18.00 $23.00 $28.00 $35.00 $40.00
Other Electric $7.00 $10.00 $13.00 $15.00 $20.00 $22.00
Tax $5.00 $5.00 $5.00 $5.00 $5.00 $5.00
Water Heating $6.00 $8.00 $11.00 $13.00 $17.00 $19.00
Natural Gas Cooking $3.00 $4.00 $5.00 $6.00 $7.00 $8.00
Home Heating $15.00 $20.00 $26.00 $32.00 $41.00 $46.00
Tax $12.00 $12.00 $12.00 $12.00 $12.00 $12.00
Water Heating $7.00 $9.00 $12.00 $14.00 $18.00 $21.00
Oil Home Heating $23.00 $32.00 $41.00 $51.00 $64.00 $74.00
Water Heating $10.00 $14.00 $18.00 $22.00 $28.00 $32.00
Sewer Other $14.00 $19.00 $24.00 $30.00 $38.00 $43.00
Trash Collection Other $12.00 $12.00 $12.00 $12.00 $12.00 $12.00
Water Other $11.00 $15.00 $20.00 $24.00 $31.00 $35.00
UTILITY ALLOWANCE TOTAL: $ $ $ $ $ $
VHDA/Utility Allowance Schedule – 7/2009 Page 1 of 1

Allowances for
__________________________________
Region: 1 - Northern Virginia Unit Type: 2 Exposed Walls Effective Date: 07/01/2009

Refrigerator $3.00 $3.00 $3.00 $3.00 $3.00 $3.00
Home Heating $49.00 $69.00 $89.00 $108.00 $139.00 $158.00
Water Heating $22.00 $30.00 $39.00 $47.00 $60.00 $69.00
Cooling (A/C) $4.00 $5.00 $6.00 $8.00 $11.00 $12.00
Home Heating $14.00 $19.00 $24.00 $29.00 $37.00 $42.00
Other Electric $7.00 $11.00 $14.00 $16.00 $21.00 $23.00
Tax $5.00 $5.00 $5.00 $5.00 $5.00 $5.00
Water Heating $6.00 $8.00 $12.00 $14.00 $18.00 $20.00
Home Heating $16.00 $21.00 $27.00 $34.00 $43.00 $48.00
Tax $12.00 $12.00 $12.00 $12.00 $12.00 $12.00
Water Heating $8.00 $9.00 $13.00 $15.00 $19.00 $22.00
Oil Home Heating $24.00 $34.00 $43.00 $54.00 $67.00 $78.00
Water Heating $11.00 $15.00 $19.00 $23.00 $29.00 $34.00
Sewer Other $14.00 $19.00 $24.00 $30.00 $38.00 $43.00
Water Other $11.00 $15.00 $20.00 $24.00 $31.00 $35.00

Allowances for
__________________________________

Refrigerator $3.00 $3.00 $3.00 $3.00 $3.00 $3.00
Home Heating $54.00 $76.00 $98.00 $119.00 $153.00 $174.00
Water Heating $24.00 $33.00 $43.00 $52.00 $66.00 $76.00
Cooling (A/C) $4.00 $6.00 $7.00 $9.00 $12.00 $13.00
Home Heating $15.00 $21.00 $26.00 $32.00 $41.00 $46.00
Other Electric $8.00 $12.00 $15.00 $18.00 $23.00 $25.00
Tax $5.00 $5.00 $5.00 $5.00 $5.00 $5.00
Water Heating $7.00 $9.00 $13.00 $15.00 $20.00 $22.00
Home Heating $18.00 $23.00 $30.00 $37.00 $47.00 $53.00
Tax $12.00 $12.00 $12.00 $12.00 $12.00 $12.00
Water Heating $9.00 $10.00 $14.00 $17.00 $21.00 $24.00
Oil Home Heating $26.00 $37.00 $47.00 $59.00 $74.00 $86.00
Water Heating $12.00 $17.00 $21.00 $25.00 $32.00 $37.00
Sewer Other $14.00 $19.00 $24.00 $30.00 $38.00 $43.00
Water Other $11.00 $15.00 $20.00 $24.00 $31.00 $35.00

Allowances for
__________________________________
Utility Usage 0 BR 1 BR 2BR 3BR 4BR 5 BR 6 BR
Appliance Range/Microwave $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00

Refrigerator $3.00 $3.00 $3.00 $3.00 $3.00 $3.00 $3.00
Bottled Gas Cooking $12.00 $16.00 $21.00 $25.00 $32.00 $36.00 $41.00
Home Heating $62.00 $87.00 $113.00 $137.00 $176.00 $200.00 $225.00
Water Heating $28.00 $38.00 $49.00 $60.00 $76.00 $87.00 $98.00
Electricity Cooking $2.00 $3.00 $5.00 $5.00 $8.00 $8.00 $9.00
Cooling (A/C) $5.00 $7.00 $8.00 $10.00 $14.00 $15.00 $16.00
Home Heating $17.00 $24.00 $30.00 $37.00 $47.00 $53.00 $60.00
Other Electric $9.00 $14.00 $17.00 $21.00 $26.00 $29.00 $34.00
Tax $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00
Water Heating $8.00 $10.00 $15.00 $17.00 $23.00 $25.00 $29.00
Natural Gas Cooking $3.00 $5.00 $7.00 $8.00 $9.00 $10.00 $14.00
Home Heating $21.00 $26.00 $35.00 $43.00 $54.00 $61.00 $70.00
Tax $12.00 $12.00 $12.00 $12.00 $12.00 $12.00 $12.00
Water Heating $10.00 $12.00 $16.00 $20.00 $24.00 $28.00 $32.00
Oil Home Heating $30.00 $43.00 $54.00 $68.00 $85.00 $99.00 $110.00
Water Heating $14.00 $20.00 $24.00 $29.00 $37.00 $43.00 $48.00
Sewer Other $14.00 $19.00 $24.00 $30.00 $38.00 $43.00 $49.00
Trash Collection Other $12.00 $12.00 $12.00 $12.00 $12.00 $12.00 $12.00
Water Other $11.00 $15.00 $20.00 $24.00 $31.00 $35.00 $40.00
UTILITY ALLOWANCE TOTAL: $ $ $ $ $ $ $

TAB R
(Documentation of Operating Budget)
TAB S
(Documentation of Project Budget)
'WATÆ Ðocument 41CI1" - 1997
Standard Forrn of Agreement Between Owner and Cantractar
where fhe basis of payment is a STIPULATED SUl/¡
AGREEMENT made as ol'the f i teenthf clay of pa".mber

in the,yc¿tl rtf two thousand six
(ln wonl.t, itul.ic'aÍe tlay, nnn.tlt and \,eor)
BËTWEEN the Owner:

(Namc, ucklrcss atrcl ot.her irtfbrnutti.otr) This document has impottanl
legal consequences.
Centrâlu'Vi rginia Ilousing Coali Lion Consultation with an altorney
203 {1uclgins lìoad is encouraged with re$pect to
lirorRrf eri cksburg, VA ¡ts complelion or mod¡ficatio|r.
22408 AIA Document 4201 -1 9S7,
General Conditions of the

Conlract for Construction, is
adopted in this documenl by
irncl the Contractor: reference. Do nol use w¡lh other
( N a me, acklt: e's s tt n tl r¡ I lt t' r it:t ft.t rn m t i. o n ) gcneral condilrons urìless this
document is modified.
Community Housing Partners This docLrment has been
930 Cambria Street NË approved and endorsed by The
Christainburg, VA Associaled Gerrreral Contraciors
2407 3 of America.
The Pro.ject is:

( Ntune attd loc:atir¡¡t.)
Colonial lleights AparLment Building

Fredericksburq, VA
f'he Architect is:

(N¿un.c, acklress ¿t.tttl orher it{itrnuttitttt )
Híll Studio, P.C.

1 20 West Campbell- Avenue
Roanoke, VA
2401 1
The Owner aud Contl'actol' ilgree as fbllows.

l$?. i951' 1958. 1961. 1g6el-962, rez¿,
AmericanlnstituteofArchitecfs.All;íghïsreserved.WlifrlllNG:lhisAlA'Dgcunìent¡6 |)rÕiecied¡ryU.s,tûpynglìtLavrãndintelnãtiorlel Treâiiât.
Unauthar¡zecl reptodirct¡on or dìstribulioh of this AIA'I Document, ôt any pÕr'tion of it, may resul¡ in se,rere c¡vil ând criíninal penall¡es, âncl will iro
proseculÉ]d tc flre nlaximltrn exient pcssillle under the larrr, Purchasers are permitted to reproduce ten (10) cop¡es of lhis document when completed. To
repon copyright violat¡ons of AIA Contract Docurnents, e"ma¡l The American Institute of Archilects' legal counsel, copyright@aia.org.
ARTICLË 1 THE CONTRACT DOCUMENTS
The Contract Doculrents consist ol'this Aglcement. (.lonclitions olthc Contrac[ (Ccncl'al. Supplcurcntary nntl clther
Cìonclitions). Drawings. S¡rcc:il'ications, Adclcncla issLrcd prior to exr:cution of this Agrccmcnt. otlìrrr tlocumcnts listed
in this Agleement and l\4ocliljcations issLrerd afler executic¡n of this Agrceme nt; thescr folln thc ContliLct. and a¡'e rs
fully a part o1 thc Contract as if attachecl to this Agrercnrent or rcireated hor-cin. l'he Ciontract rcÌprcsents thc entil'e ancl
irrtegrated ¿rgreemerll be)fween the parties herct() au(l su¡rersecles pr-ior negoti¿fi()ns, reprcscrìtltjolrs or ¿rgreclllcnts,
ejtlrc:r written or oral. An ent¡lnel'ation ril'thc' Contract l)ocurnents, othcl than Moclificltions. appc¿rs in Article 8.
ARTICLE 2 THE WORK OF THIS CONTRACT

The Contractor shall fully exeìclrte the Work describetl in thr Contract Docurrcnts. exccpt [o the exte nt s¡recifically
inclicatecl in tl-re Clontlact I)ocn¡rents to ht' the responsibi!it_v- of r.¡lhe¡'s.
ARTICTE 3 DATE OF COMMENCEMËNT AND SUBSTANTIAL COMPLETION

$ 3.1
'fhc t.late of colnnônce lìrer1t r¡l tlie Work shall bc Ihe clirte of'fhis ¡\u-r-,-'cnie nf ulicss a tliff'e rent cl¿rtr is stirtccl
below ol ¡rrovision is nr¿rcle fo¡ tlre clate ro be tìxeif in ri noticc fo proct:etl issr-rccl lry tlre C)wner.
Lte Iittd itt u nt¡rìce to pruct'cd.)
The date \îill be fixed in a Notice to Proceed
ìf, pr-ior to the cul.ìmenccmcnt of thc Wor-li, tlrc Owner rcc¡uilcs tlmc 1o liìc nroltgrage,s, nle('h¿ìnic's liens anti other
seculily intet'esls, thc Owner''s time lequirenrcnt shall be ¿rs follow.s:
$ 3,2'1'he Conflact'l irle sl-rall be nteasuLccl f rn¡r the rlirte of cqrrlirrcncrmrrll.
$ 3.3 The Conttaclol sh¡ll achicve SLrbst¡rnti¿rl ('ornpleÏion ol the entilc Work not littcr th¿ur Z 40 days
from the clatc ol'colrunenccmcnt. or ¿ls lollows:
Con1tl.etíon o.f cerÍuin ¡trtrtiotrs ol th.c Work.)
. sutrject t() adjushlre.nts of this Conu'lct'filrte lrs ¡rrrrviclccl in the Contract Docurllcnts.
eurl)i 1'¿¡7¡pl.s¡ion oI the Work.l
None
ARTICLE4 CONTRACTSUM
$ 4,1 Tbe Owner sh¿rll pnv the Contractor thc C'ontract Sunr in current funcls lbr thc' Conn'¿rc:tor''s per'lorrrance of the
Contract.'lhe Contract Sum shall lr" oar" million. nine h'n¿re6 thi.rtv tho Doll:rrs
($ 1 , e30 ,340 .Qs, sLrbicct ro aãäìri-i,c,ü'ñiåå.P"*1",,1fr3,'eo"iå.$ì'dñF8,,''t.1,l¡ibF,å""Efteü1i{ n,r.,ur"u
îa
I()I LY.
AIA Document A101rM - 1997. Copyright O 1915. 1918. 1925. 1937. 1951, 1958. 196 1. 1963, 19ô7, 1S74. 1977, 1980, 1987, 1991 and 1997 by The
prosecut+ir tc the m¿ìx¡rìrunì extent possjble under the law. PürchaseÌs ãre permitted lo reproduce ten ( 1 0) copies of this document when compleled. To
report copyright v¡olations of AIA Contract DoÕumenls, e-mail fhe At¡erican lnstituté of Architects legal counsel. copyri0ht@ârã.ore,.
$ 4.2'fhe contrlct surn is b¿rsccl upon thc fotlowing altelnures. if any, r.r'hich are dc:scrl'thecl in thc Conu'act Doc:Llnrents
ancl lle hc:l'cbv rcc:ePterl by the Or.vner:
(,Ttare Íhe nutttb¿,rs rtr ¡¡tftt'r idctúil'it:ati.ot.t of arccpÍetl til,tentrúe.r. [f deci.rions on olltar ulternaÍe.\'ur( to br: nmle by- the
ort'n¿r .çtil2,çetlu.(n.r îo tltr c.tt:t'uÍion tf'rhi,r Agreenx('nr. (tît(r('lt. rt.çtlLetlule oJ.rutlt r¡1lt¿r ttltcrnaîes .çho*-i.ng tlt.t unu¡unt
for eaclt il.nd llL( tltttt, yt¡ltt'tt lhrtt untount e.rpirt'.s)
None
$ 4.3 t,Jnil priccs i1'any. are lis lirllows:
None
ADìrIAI E Ã ÞÀVfr¡trÀITè
$ 5.1 PROGRESS PAYMENTS

$ 5,1.1 lìasi:cl upon Appìicarions 1'or Pttyrlcnt subrnjttcd to the Architecl b-V thr: Corìtl.Ítcio,.¿rncl Ccl.tificratcs f'or
l)ayllcl.ll ìsstrecl lry thc Archifet:t. thc Owncr shall makc pr()sress piryrnslts r:)rì itccount of the C]ontr¿rct fiunr to thc
Clo¡rfr¡rcto| irs providccl below and clsewher-e iil the {Ì)nlr¿tct Dr¡cLrnrcnts.
$ 5'1'2 The Period covcred by each A¡rpticrrtion hll Puynrcnl shall be one cale nclaL ntrn{h cnding on the last <1¡y çl.thc
nllnth, or as l'oìkrrvs:
$5.1.3Providedth¿lt¿lnApplicatiortftrlPuynenfisreccivecl trytheAlciiitectnotlutel'thanthe¡r.¡Lv
rlay trf a n]orrth,
Owner shall malce pavnìLrrìt to the Contr¿ìctor not l¿ltet than the
tt.re - " --- "'! fourth
- - *iì,rl-åL
the f tenth
month. lf an Application ltx'Pavmeut js receivecl by tñe-eiî'ÎrlLect åfter rhe ap¡rlicatio¡
o11owÍngr
clatt'iìxc'tl alrove.pirlynterltshallbemaclehytheOwnelnotltferthan
¡wg¡¡y one (21 .rdayiaf,terthe
Architecr receives fhe Application for Paynrenl
$ 5'1'4 Each Application fbr Paymc'nt shall be basc-d on tlìe mosl receut sclìeclule oi'values submittecl by the Contr.actor
in accorcl¿tncc rvith the Cotrtract l)ocurnents. The schedule ol"values sh¿rJl allocate the entire Clontract Sum anron-r the
v¡tl'iorts portiolls of the Wolk, The schedule of values shall be preparecl in such forur urcl sup¡rolted by such clata kr
stlbst¿ntiate its :rccttr:rcy as the Architect nrly |ec1uire. This schedule, unless ohjecter.l tci bV the Architect. shalI he
used as a basis for reviervin-q tlie Contr¿rctor,s Applications for payment.
$ 5,1.5 Applicrttion.ç firr Plryriienl shall inclicate the pcrcerltage ol'completi<lr of each ¡rortion of thc Worli irs of tlie e¡cl
of fhe period covered bv rhe Application fbr Plynrent.
AlADocumenlA101lM--1997.copy¡ighlG,ì1915,ì918,i925,f
Americanlnst¡luteofArchitecls.All rightsreserved.W¡¡fìí.JlfrJG:It¡isÉ.iÉ,'Dccúrnent¡3rrciecÌedbyU.S.cripyiiûhil-ãwândlnrênlatiûnal 'ireat¡es
prosex;ttted io l¡1e maximum extenl poss¡tjle under thê larv. Purchasers are permìtted to reproduce ten (10) copies of this documerit when compleled.
To
report copyright violations of AIA Conlracl Documents, e-nìail The Arnerican lnstitute of Architecls' legal cojns;1. i6pyright@aia.org.
$ 5.1.6 Suhject Io other provisiorrs rf. thc Contr:act Documeuts. the anrount olc¿rch pr()grerss pavtltent shlrll lre
con-rputecl as follows:
,1 'fal<e that pol'tion of tlie Contract Surl plo¡rerìy ¿rllocable to contpleted Work ls de te.¡rninetl hv
l1ìultiplying thc pclccrtagc cornplcticrn ol'euch portion of the Work by the share ol drc f'onlr¿rct Surtt
allocatecl tothatportionof therWr¡rkintl-rescheclule ofvalues, le'.ssr:etainageol'¡ir¡g
pe rccrìt ( 5 7o). Pencling ljnal cictclnljnation ol- cost to the ()wtlcr o1'clranges in the Wolk,
arr{)rìnts not in dispute shall be included ¿ts provided irr Section 7.3.,3 of AfA l)ocrr¡nenl A2(ll-l9L)7i
,2 Adcl that portion o{ the Clontract Suni pt'operly alloc:atrle to materials att<l ec¡rtipmcnt clelivered and
suitably stolcd at the site firr subser¡rent incorporation in the cor.npletcd cottstructittn (ot'. ilapprove:d in
Irclvancc by the Owner. sLritably storecl ofïthe site âf ír locrti()n agrcecl r4ron in wr-iting), Ies-r rctainage
of five pcrcent ( o/r):
U
,3 Subtrãci ihã alilr.cgate of ¡le vir,ifs l)¿ìynlellts rnitcle by ther (-)r,vrtcrl anrl
,4 Subtl'act ¿ìn'lollnts. if itnv. for which the Architect has r.vitlihclcl ol nLrlliJlcrd a (.lertific¿rtc for Paytnctit iLs
proviclc,cl in Scctiorr 9."5 of ¡\lA Doctrllcl.tt Al0l- 1q97.
.[ollo r,vin
-r
.c ilcrl]'ìrs t¿tr1ce s:
.1 acld. r"rpon Srrbstantial Cornpletion of the Wol'lc. ¡r sunr sufl'icient to inot'casc thc lofaì pavtnenls to the
firll ¿rrnonnt olthe Clcrntract Sum. le.ss such allounls Írs ihLr Archit.cct sliall tletctrtriltr fìr'incourplete
Work. r'etlinlrge irpplicable to such i.vtil'k anrl nnsettlccl clainrsl ancl
C ont ¡s l.c t io t't o.l' W t r k u' i l l't r; u t' t tî qf u' t tt', iJ' u n.t . )
t t.,v ,s t
, ,2 adrl. if l:in¡l conrplctio¡ of the Work is thc¡eafte ¡ nr¿tterial:ly delayecl tht ough Iro fauf t of lltc C'ontt'itctot',
any adclitiontl ¿rnlounts ¡rayltrle in accoLcl¿urce rvith Section 9.10.3 ol'AlA t)ocument 420 l-'1q97.
$ $1,8 Recluction ol Iimitatictn of tetainngc'. if ¿rny, sh¡ill bc as foliou's:
L)¡tctmtettt.s, ittscrl hert ¡trot:i,s'iott.r.fot'.çtu:lt tulurlit¡n t¡t'litniÍttl:itttt.)
None
$ 5,1,9Exccpr u,ith rhe C)rvncr's prior approval, the ConÍ'rLctol shall ncf ma[<e advaltcer l]aylrents to
sttppliels f'or
rnate.Liirls ol ecluipment which have not treert t.lcliveterd ancl stot'ecl ât the sítc.
$ 5.2 Fü{AL PAYMENT

(-'ontracf SLrm. shall tn:rcle [ry tltc Oi,vncr to Íhe
$ 5.2.1 Final pa)¡merlt, constituting the entire unpaicl balance o1'thc L'¡e
Contrrctor-when:
,1 the Clolttractor has firlly pelfornrcd the Clontract except fbr the Clontlact:c¡"s lesponsibility to correct
Workas¡rrnvidcclinSection l2.2.lol'AlADocumentA20t-lc)f)T.andtosatisJyothelt'eqLrilernents.if
any. wlrich exte nd beyoncl l'innl pa¡rntent; and
.2 a final Cleltil-icate fbt Paynrent has been issuecl by the Architect.
$ 5.2,2 The Owner's linll prynrcnt to thc Contr¿rctor shall be mudc: no l¡rtel than 30 days after the isstt¿rnce of thc
Architect's fin¿il Cc-rtilicater for- Paynent, ol'as tbllows:
ARTICLE 6 TERMINATION OR SUSPENSION

The Conträct nì¿ry hc tcnninilted by the Owner-or
$ 6,1 ther Contractor as provicleil in Artic:le l-tr of'AIA f)ocument
A201*1997.
$ 6,2 The Work mav lrc suspcnrlecl b-y the Owner as plovicled in Article 14 of AIA Doctlntc-nt A20l-l9L)'7.
AlADoms,lþlalsÞ5.iss7.1951,1958.1961.1963,1967,1974.1977.1980'1987'199]and1997byThe
llrcsecute{{ :Ó tite rnt}:¡mum qxtenl llosêib¡Ê uncjel liìe lãw. Purchasers aie permitled to reproduce ten
(10) copies of this docunlenl when completed. To
ieportcopyrightviolaiionsof AlAConlractDôcuments,e-mail TheAmericanlnstituteof Architecls legal counsel cOpyright@aia.org.
ARTICLË 7 MISCELLANEOUS PROVISIONS
$ 7.1 Where refì:rence is ntacle in this Aglee,rrìent to a provision of AIA f)oc:ullcnt AZ01-1997 ol'¡tnother Crutrac-t
Docur¡ent, the refcrence relè¡s to tlrat pror,isiol as anrenclercl or supplcurentccl [ry othcrprovisi0ns 0l'tlre Contr.acf
Docunlents.
$ 7,2 Payrne:nts due ¿ind unpaid undet'the Contr¿Lct shall bc,ar interesl fì-orn the clate payrnent is dLre a[ thc l'atc stated
below, or in the absence thereof, at the legal lale plevailinr fi'onr tirne [o tinte a[ the place lvhel'c the Plo.je.ct is locater'l
([nserr rctte ol interest ugre etl upon., if'u.nt.)
$ 7,3 Tlrc C)r¡,lrcl's l'c[)i'e-\ct]tltjvc is:

(N a t tte, tl.¿/ rt :¡,ç tu td o t he r í tfo rntt ttiu n )
¿ t
Gary Parker, Executive Director

208 Hudgins Road
ph. 540-60 4-9943 ext. 1 2
faz 54A-604-9944
emai 1 : gparker0cent.ralvahous ing , com
$ 7.4 'fhc Corttt ¿tclr¡L's tcPlcscrrtrrtivc is:

( N r Lr¡ rc, o. rklr c,y cut cl u I It ¿' r i {ì
t t rn n ti tn t )
"^
Todd Peacock, Více presiclent of Construction

Community Housinq partners
930 Cambria Street, NE
Christiansburg, VA 24073
540-382-2002 ext. 1
540-381*8270
efnai 1 : tpeacockGchpc2 . orq
$ 7,5 Neither flre C)woer's nor the Contlacttu''s represcntiltive shall bøehanged without fen clays rv¡itten notice to the
other pârt)i.
$ 7.6 Other provisiorrs:
AIA Document 4101Ír - 1997. Copytlght O 1915, 1918, 1925, 1937, 1951. 195S, 1961, 1963, 1967.19?4,1977. 1980, 1987. 1991 and lSgZ 6yTht
L,n3l!thor¡zed reproductlon or (listri¡]uì¡on of ihis ÄíÀ" liocumen!. or any pÕftion oi i!, m;ly resull !n seVere c¡vilancj crintinâl pÊnaities. ancJ w¡¡l l]ê ä
prosecjuled tû ilìÉJ Írax¡l¡ìus exieÌIt poÊsibie under llìe iâw- Purchasers are permitted tö Íeproduce ten (10) copies of this document when compleled. To
report copyl¡ght violat¡ons of AIA Conlract Doûurrìenls, e-mail The American lnslitute of Archrtects' legal counsel. copyright@aia.org.
ARTICLË 8
Ef\ÍUMERATICIN TF CONTRACT DOCUMËNTS
$ 8.1 The fìontract l)octltnetlt\. cxcepl 1ìrl lvlodifìcltioris issLlccl aftel'erecution of this Agree'nlrnt. arc. ennr¡rel¿itecl as
ItrlIorvs:
$8.1.1 'IheAgt'eementistlrisexecLrlecl 1997t'clitit¡noJ'theSt¡uiclaldForrlol'AgrecnreutlJetrvee¡Owuer'¿rncl

Contr'¿rctor, ,/rlA l)ocumcnt A t0l-1997.
$8.1,2TheGeueral Conditions.rrethe l997cclitir.;noftheGenelal Conditions()f theCol)tractlÌrrConstrLlcrion.AlA

I)trcunrent 1
-71)91 .
^20
$ 8.1.3
'fhe Supplernentary and ofher Conditir¡ns ol tlìe Cc)ntr"act a¡e {hosc contained in the Project Manu¡l clalecl
B_11_06 , iiticl areaslillt¡wr;:

I)oct¡nrent T'itlc Ilages
Specifications
$ 8.1.4 The Specificntions âre thosr. cxllfainccl in the irrojecl N4auual dated ls in Section I 1.3, iLncl ¿u'e ¿rs lblltrws
¡llithar List tlr li¡teci.fic'atiuts hcrc r¡t' re.fe r to tut c x lti l:t it u t t tLc ht' r I. t o t h i.,ç A g rc e nt,e n.r. J
Sccfion Tifk. Plges
Specl fi cations
$ 8,1.5 'l'hc l)raivings are ¿ts 1ìrllou,s. aucl arc d¿Ltccl B- 1 1 -06 urrless ¡r clifïèlent clate is shown
bc:lç1¡/;
(Eitltrr list rltt' Dntu:ittgt lter¡' or r¿:fi'r ro ttn ¿.thibit ú.ttdch¿l ttt Í lt i.g,,l,q re t tnotl. )
Numbe r Title l)rte
Fiee Attacherl Sheet fndexes
AIA Document A101rt{ - 1997. Copyright acj 1915, 1918. 1925, 1937, 1951. 1958, 1961. 1963, 1567.1974,1977, 1980. 1987. 1991 and 1997 by The
iina,Jtlìôt¡ued r,3prûductiôn or distribúlioft oi this AlAo Dorumênt. or any poÍtion of ¡t. may resuli in sëvere civil and crimiFal penall¡es, aud will iré
$r3sr-'ct:te.! lo the maximl¡rn êxteni Fôssibls t¡n.ier ihe lerw. Purchasers are permilted to reproduce ten (10) copies of th¡s documenl when completed. T0
repon copyright violations ol AIA CoDtract Documents, e-ma¡l The Americân lnstiiute of Archilects' legal counsel. copyr¡çJht@aia.org.
$ 8,1.6'fire Aclclenclr. i1'any, ar-c: as ltrlLrws:
NL¡r¡ber Ðrrle Pirge s
None
rec¡uiremcnis arc als<¡ enunrer¿rtr:cl in this ¡\l:ticle L
$ 8.1.7 Oúcr tlocttn.lents, ilany, lcrrming palt ol-the Contract l)ocurnclts are as I'ol]ows:
.çhrnild bc lisfed lrcrc an.l1, i,f irtterd.d trt ba

¡turt ttf'tht'C'onfnrr'Í l)ot.u.utcttts.)
community Housing Partners l-etter, dated November 29, 2006
This Agreemcrnf is entercd into ¡rs of the clay ancl year-first written above ¿rncl is crccufccl in ar le¿sl three orioill¿rl
copies, of r.r,hich one is t.o be clelivered to the flo¡tractor. or.ìe to tlre Arc:hitect fc¡- use in f hc acllninì¡-tration
of the
Co¡rtr¿c1. aud the rem¿rillclcr tr¡ the f)wner..
t4
'.? /
i J,'i4"'---
t ',r'rç
_ *-,'\--[.:4
OWNER (,\igrtciturefl
rt_ i
f .î*>
--^fr tl/
:r;,M-'&,*u*L
(Printctl ttrtnlc ttn.cl ti.tle)
f ¡1¡iîiñl,¡. \'^,, -L.^,':-l ..i-É -.^ ^.

srurI dtr(':rUll¡ar AiF, uulit¡:iijr l-rotun:en1. tñ lrlil{cn íf:?5 !e,ll e¡Jpeãf:í ¡f fEÐ. É,n ofiejnai ê:;$irfèÍ: r1hé,a
cliænges will nat b* of::icireci-
ãtA Documenr Ai lrailrrG'ci lrrbrThe -
¡:rcsecuted lo the ma'-'¡rnilnì 4xienr pcasible unde¡ the law. Purchasers aie pernritted to repioduce ten (10) copies ol thÌs documerlt when
completed. To
report copyrrghl violations of AIA contract Documents, e-mail The American lnsiitLrte of Architects'
legal coinsãI, iopyrignt€daia.oìç,.
F í ¡ F !. fr ! :i: !; #¡-ili?.r..;: {]ijiqÆ tr.ir{ d; ¿tF'F #Â' gå"'Fd
É íä.
C{IMMUNITV November 29,2AQ6

H(}U$!N6 PARTNTRS
, -. ., .,.:..
-.......t.., -... f:., t,i .... ...1 ;. ..
;iç!,jr;ia-t:!::aji::+, jlf-!*Eyjri=?:+- jì:i3=::
Formerly VMH,lnc.
Hill Stuclio
120 \X/est Crrnpbell Avenue, S'ü/
(HRISTIAI{SBURG OITrcT
930 Cambrià Street NE

Roanolre, Y irgnia 2 40 II
Christiansburg, Virg¡nia 24023
(54o) 382-zoor
(54o) ¡8¿-rs3s fax
RE: Colonial Heights Apartrnents
Fredericksbur€, VA
RlCHlt0HD 0Itl(t
r5zo W. Main Slreel, 5u¡te 2oo
(ao\) z7e-g7øt
(Bot) zZ8-9283 fax Dear l)on:
Thank ).ou for the oppofiunirym ì.rpdare rn1' pr-icing or rhe Colonial Heighm
VIRGINfA BTACII O¡IICI
9¡r Firsl Colonjal Road

proiect in Fredericksburg. Forcun'¿rcIv, the price submiued.last Febmary is still
Virginia Beach, Virginia 23454 goocl. Therefore, I confirm tlnt rhe prìce of $1,930,340 will v,ork with rhe
ç51) \zs'6231
Qst) +zs-ssz6 lax
following qualif ications :
Start construction by 5/ 1,/a7 .- tÅW+ he. tr.r¿'.l." tu çt-*rt,

FL0RtDA 0f$lct
A1l permits ancl f'ees are excluded p*6+vrr\, ÊGt erÉ c¿e*,
5oo East Allamonte Drive, 5uite 2ro
Altamonte Springs, Florida 3z7or T'esting is exclucled
(¡.oz) a:r-81¡o
(¿oz) g¡¡-ezeo lax - Pella Pri:line windorvs are incluclecl
- Ílazardous materialab¿ltement is exclucled
- Unforeseen conditions are excluclecl
EI{EßCY SËRVICES - Overheacl, profit and general requirements are incluc{ed
ü¿çi Ëliilti ¿.1ÞìÌi.Þ: i +F
liiitiÊ{.1 F:È:iFi i;Ëìl ¡1it!"'Ë[ì+il{;r;b
990 cambria street NE
Let me know what you need next. Again, thank.vou for rhis opportunity ancl l
Christiansburg, Virginia z4oz3 look forward to vrorking with you in the near furure,
(s¡o) ¡82-5¡ar
(sto) ¡8r-827o fax
Road Sincerel¡
-'2
4Ø*< ,7
36o-r Mcchee
"'"'
Ë"'[ïii'it'j,t#']]
Todd Peacock
Vice President of C¡nstruction
TÞD: r-8oo-545-r813, Ext. 274
l|,¡Bslït
www. communityhousingpartners. org
Site Index for Drawings
COVER SHEET
CVR Title Sheet, Sheet Index & Vicinity Map
I/ANDS ÇAPE ARCHITECTURE
L1.1 Site Improvement Plan
STRUCTURAL
S I .1 Foundation Plan
S1.2 First Floor Framing
S1.3 Second Floor Framing
S1.4 Third Floor Framing plan
S2.1 Foundation Sections and Details
52,2 Floor Framing Sections
ARCHITECTURALARCHITECTURAL
Gl General Notes
Dl Demolition PIan
Al Foundation/Ground F'loor Plans
A2 First Floor Plan
A3 Second Floor Plan
A4 Third Floor Plan
A5 Enlarged Typical Unit'A' Floor plan
A6 Enlarged Typical ADA Unit ,8, Floor plan
A7 Enlargecf Typical Unit'C' Floor plan
AB Enlalgecl 'l'ypical ADA Unit .D' Floor plan
A9 Enlarged Typical ADA Unit,8, Floor plan
,A10 Bnlarged Typical Unit 'B' Floor plan
Al l Enlargecl Tvpical Unit 'D' F-loor plan
1'12 Roof Plan
413 Elevations
AL4 Finish/Window Schedule and Notes
,4.15 Door Schedule
,4.16 Parlition Types
Aj,7 Sections and Details
,4.18 Sections and Details
419 Enlarged Kitchen Plans/Elevations
MECHANICAL
Ml Ground Floor Plan - HVAC
Ì\tA First Floor Plan- HVAC
M3 Second Floor Plan- HVAC
M4 Third Floor Plan - HVAC
M5 UNitS A, B, & C PIANS _ HVAC
M6 UnitsD&EPlans-HVAC
M7 HVAC Specifications, Notes and Details
PLUMBING
P1 Ground Floor Plan - Pluming
P2 First Floor Plan - Plumbing
P3 Second Floor Plan - Plumbing
P4 Third Floor Plan - Plumbing
P5 Plumbing Specifrcations, Notes and Details
ELECTRIC,A.L
E1 Gmund Floor Plan * Eleshical
E2 First Floor Plan - Elschical
E3 Second Floor Plan - Electrical
E4 Third Floor Plan - Electrical
E5 Uaits A, C 8. EPlans * Electrical
E6 Units B Plans * Electrical
E7 Units D Plans - Elecfrical
E8 Electrical Specifi cations
SHEET INDEX
SHEET 1 COVER SHEET
SHEET 2 GENERAL NOTES
SHEET 3 trXI,STING CONDITIÛNS
SHEEÏ4 LAYOUT PLAN
SHEET 5 DEMOI,IÏON PLAN
SHEET 6 GR,{DINC PLAN
SHEET 7 EROSION AND SED]MENT CONTROL PLAN
SHEET B DRAINAGE CALCULATIONS
SHEET 9 DETAILS
LL $ITE PLANTING AND LIGHTING PLAN
L2 LIGHTING AND PTANTING DETAILS
'WAIÆ Doeument Gzo,l" * zttl
0hangre trder
PROJECT (Name and address¡: 0I{ANGE ORÞER NU[8BER: 0û1 OWNER: ñ
Colonial Hei ghts Apanments ÐATE: March 10,2008
VA ARCHITECT:trl
Frederickshurg,
T0 C0NTRACïOR {Name ønd atldress): ARCHITECT'S PROJECT NUMEER: CONTRACTOR: EI
Community Housing Partners
Corporation
C0NÍRACT DATE: Decembcr 16,2006
. FIELD: I
CONTRATT FOR: new construcúon and renovation
930 Cambría Street FINANCE:K
Christiansburg" VA 24073
THË CONTRACT lS CHANGEû AS FOLLOWST

(lnclude, v,here applicable. any undi,sputed amount anributøble to previously executed Cot¡sÍruction Change Directwes)
$ (10,ffÐ) Delete washer and dryer
$ (5,000) Delete maín ìevel gypcrete
$ ( I J ,370) Dclete six dccks
$ 17,Ð43 Flat roof revision
,!i ((;,ûû0) Ðelcte dump pad, tight, walkway and water relocation
$ 5,000 Existing building structural repair allowance
$1 I I ,898 Revisions due to Building Review 1, 2 & 3
Tbe original Contract Sum was $ 1,93û,340.00

The nei change by previously authorized Change Orders $ o.00
The Contract Sum prior tii this Change Order was t 1,930,?40.00
The Conteact Sum will be increased by this Change Order ¡r tlre ârnotnt of $ I01,571,00
The new Contract Sum including this Chimge Order lvill be c 2$3I,9r 1.0û
'l1:e Cont¡act l-ín:e witl bc unchangcri by Zen: (0 ) days.
The rlate of Substantial Cûrûpletirtn as of the date of this Ctrange Order therefore is
NÔTE; This Change Order does not include changes in the Conüäct Sum, Contract Time or Guaranteed Maximum Price which
have been authorizcd by Constr"uction Change Direc+ive until the cost and time have been agreed upon by both the Owner and
Contractor, in wl¡ich case a Change Ord¿r is executed to supersede the Consuuction Change Þirective.
NOT VALID UNTIL SIGNËD BY THE ARCH|TECT, OONTRACTOR ANÐ OWNËR.
Hill Studio, P.C. Cornmunity Housing Par$ers Co¡poration Central Yireinia Housine Coaiition
ARCHfTECT (Fitmnanry) CONTRACTOR fFrmrname) OI{NER {Fírzz name)
I20 West Campbell dvenue, Roanoke, VA 930 Cambria Street, Ctxistiansburg, VA 208 Hudgins Road, Ftedericksburg, VA
2441t 24ü73 22Ã08
ADDREES
BY (Siendaçe)
fr$ALr, c. h{é$a.\\Reotr) Todd Peacock 6ary Pa¡ke¡

(Typed name) {Typedname} (Typednatne)
b fq.ylob Ma¡ch 10,2008

UAT E ÐATË ÐATE
ÀlA Document G701n - 2001. Copyrlghl @ 1979, 1887, 2000 ând 2001 by The American Inslitule of Àrchitecls. All righls r$€rved, WAFNING; f hi$ AtAÞ
ilôâotncrr:t ¡s pr*tc¡:ltìd ¡:y U-S, âopyright Law and lnfernationa! Treâtiès. Unauthor¡zed ÍepÌoduction or d¡stribution of thÍs AlAe DBcument. fir ár'y
S)ù'lícn (rJ it, ¡n¿ry ?etiull Í!ì sevtlrü s¡vil ¡nd c.¡mihâl Fedâlllr}s. äftd wil¡ be pfost ¡¡ted to the maxímüm extent possible under the law. This document
was produced by AIA software âl 1 5:08:21 on 03/1 0/2008 under Order No. 1 00032æ37_1 Í/hich expires on g/1 9/2008, and is not for resale.
ll9êrNolÞ^Êr {3475901302)
å.HTTER CIF
TRANSMITTAL
Date: I HSPC Project Number: o59o
HTLL March zr,2oo8 j
STUDIO Don WillÍs

Ct,-s!ïrd j i::.. jìj.er..j.jll!? .
'alit(¡l:i::¿,ìjJ¡i
;l c!;lj ¡et¡- ¿L-ia "¡;{ c¡:'r' ¿:Ért!rrra: . Proiect/Property Mlanager
Þ-€ì".:.:r y4 i: -i ir¡Ì
120 Welit- íJ..impbell ¡ìverruÈ Central Virgínia Housing Coalítion

R0â,'1ci':é/ !¡ircir:-ia 24ii1-i zo8 Hudgins Road
\Jt.1-?!')...\)t;2
5'i 0' -1 4 3 -- 5 t25 ( f¿:t ) Fredericksburg, VA. 224o8
'çùww. hi I 1^s'i-ucl io . com
Coloníal Heights Housíng Project
Ënclosed Flease Find:
AIA Documenl t7o1-2oö1
These ltems are TransmÍtted as Checked Below:
fl Foråpprova¡ f! For Review and F- n* Requested d ,orYour use

tomment
Delivery:
il Next-Þay ü 2nd Day fl ricrup ü us Mait fl l"land Delivery

Defivery Ðelivery
Rernarks:
Don:
Enclosed please find three signed originals of the above referenced document for your signature.
Thanks,
Don Harwood
copy to: HsPc Û590 c2 Don Willis/Gary Parker

COI.JTR"ACTOR/SUBCONÏRACTOR S\)ØORN STATEME NT
Commonwealth of Virginia
City of Fredericksburg
The affiant. Todd Peacock, being first duly sworn on oath deposes and says that he is Vice Presídent of
Construction of Community Housing Partners Corporation that has a contract with Central VÍrginia Housing
Coaiition, Owner, for renovation on the following described premises in said City of Fredericksburg
2 i 5 6
1
Retention Net Paid Net This

Name & Address Kind of Work incl.currentl P¡'eviouslv Pavment
Comfort Consultants. Jnc. HVAC $125,450 $0 $c $0 $125,450
P.O. Box 25
Warsaw, VA 22-572
Commonwealth Plumbing Plumbing $90,000 $0 $0 $0 $90.000
10065 lncliantown Road
Kinq Georoe. VA 22485
Antonio Gaspar Roofing/Siding $78.873 $0 $0 $0 $78,87:
369 Fark Ridge Circle
Riverrlale. GA 30274
Constn"rcti0n Services Group Drywall $s5.459 $0 $o $o $95,45ç
PO Box 0321
Greensboro. NC 27429
Donlinion Sterel Melal $114,060 $0 $0 $c $114,060
4920 Quality Dríve HancJrails
Freclericksburu. \tA 22408
Enerç.¡y Services lnsulaiion $25,086 $t $o $c s25,086
930 Cambria Street
Chri$t¡ansbura. VA 24073
Williams Construction Concreie $49.62r $o $o $0 849,620
P.O. Box 1686
Clenrmons. NC 2701 2
Frazier Electric Ëlecirical $95,00c $0 $0 $0 $95,000
2001 Midway Avenue
Petersburq, VA 23803
Proíessional Fire Protection Sprinkler $68,3S7 $0 $o $o $68,3S7
505 B North Witchciuck Road
Virqinìa Beach, VA 23462
James Mullin Grading Sitework 3213,027 $o s0 s0 $213,027
P.O, Box 1291 Demo/Paving
Dahlqren. VA 22448
Thyssen Krupp Flevâtôr $60,00û s0 $c $0 $60,000
1712 JagE¡ie Fox Way
Lexinoton. KY 4051'l
H. Thompson PaintÌng Paìntìng .$46,894 $o $c $l $46,894
3'f 14 Marylancl Avenue
L.vnchburo. VA 245t1
Hector Trejo Framing $74,438 $0 s0 $0 $74,438
108 Stone Street
Cary, NC 2751 1
Ketly Karpets Flooring $55,470 s0 sn $0 $55,470
5656 Parliament Drive
Virqlnia Beach, VA 23462
311212008
CHPÇ Generaf $84ü,137 $o $0 80 $840,1 37
99{] Çambria Street ContÌãetor
Ðhristiansþurs. VA
TOÏAL $2,931iÞf I $c $a $! $2,031,911
Amount of Orig¡ind eonkaet s1,93û,349
Ëxtras tn Çontraet $191"5?1
Tott¡l Contract anct Ëxtras $2,û3t,9f 1
Credi{ç to C.e¡ntract $s
Aetjusted Total Contrael $2,031,017
./--:':!
,":;-{:--*l?Å-"".-.'--:'
sigrfud:"';¡ r:r¿.tf
tÏ
' ]Fi--¡:¿.$-,,-\í**: -
Fosi{ion: Vicê Fresídent of Conetruction
Subscríbed befeire mc this 11th clay of March, 20ÕS,
Nolary Puhtic My tonrmission Expir.es: 6/3t/0S
tåff{çY J. ç.S$çfin[t
ffskrry fi¡bllË
, tsrfitfs$iuFsË*th 6d VtqÉnto
'13ô¡Ð
.
W Ðammtcrlsn €xpfÊr Jt.¡ñ to, ât¡û8
3112/2t08
W Mitestone ô Ëxternat Tasks !3i.triri{i+fg!¡! Ì6ffi
., Summary Wmöryrry Eñernal Milegtone ..,¡,
Mu Projgctsummary i¿a*¡,ü¡xí¿.?iàrsriès:ti;;t:riìï Dgadling

WÅfÆ Ðscunsent Atût'* * $ssr
Sfandard Fçrrw of Ágreemefif Sefween Awner and tøntraúor
where the basis of payment is a STIPULATED SUf\/l
AGRËEMENT matle as nf lhc f ifteenth cla"v of p**nmbrer

in thrÌ yeiìr of' twO thouSand Six
iltt vt,rd,y. itulictür,' ilay, nu¡nth anrl .yeur)
BETWEË¡¡ r he (.)ri,¡¡ct,
( N r r rye. urlLl re,ç,ç u ul t ht r inlìt r ntt
u r :i t n ) Th¡s document has imporianr
legal consequences.
Centrãl ¡Vi r<;1ni¡i Tlousing Coali bÍon Consuli!Ìtion w¡ìh an attörney
203 Tiuiigins Roacl is e ncouraged with respeci fo
iì"1:erlericksburg, VA íts contpletir:n of moc{if icaiior!.
22408
AIA Dc'cument A,2A1 - 1 Se7,
General Conditions of the
Contracl lor Construction, is
adopted in this docunrent by
anci thc Coilfractor': relerence. Do not use with other
{
ll qnt e, u d¿l re s s an d o tlw ritt l r.1 r n¡ut i cn t ) ç¡enera! conditions ullless ihis
rJocunrent is rnodífted.
Commu,nitli Housing Partners
930 Cambria Street NE This documenl has been
Christainburg, VA approveci and circiorsed by Tlre

Associated General Contra.ctûrs
24073 of Anlerica.
Jl1¡: p¡¡rj¡:cT is: ,
( Nutt¡.t: tuttl i.ttc;m ittn )
Colonial Ifeights Apartment Building

Fredericksburg, VA
Thr Architect is:

(N ttnrc. uddr¿,s.r rutd ¿ttlt¿ ¡' infit rnmt i<;rtl
Hill Studio, P.C"

120 idest Campbell Avenue
Roanoke, VA :
24011 :
'l her Ot'ner ¿ncl Co¡rtracttir' ¿rgt ee irs firllnrr¡s

AIAOôcumentA10lrù-1997.Copyr¡9hfii119i5.1918.1925 1937.1951.1958.19$1.1963,19ì67.'lE?¡1.!977.198ú.19E7199land1(]97byThe
repon copydghl viûlâ¡ions of AIA Conlrâct Documerli$. Ê-m.ìil Tiìe Amer¡carr InsÍihrt8 ôf ArîhiTÊct!ì' legel coun-sel. copyríüht@¿i¡a.crg.
I\RTICLE f TIf E TÛFJTRATT ÐÛCUMINTS
ARTICLE 2 THf WTRK OF THÍS CONTRATT
inrlic:atccl in the (lolrtri¡ct l)ocunu:nts io be ¡he responsibiliry of r¡ther'.s.
A,RTICLE 3 DATE OF COMMËNCËM;I{T ANü SUS$TANTIAL TOMP!"*TISN
hr:lcr',¡ or ì)r'o\'ision is ¡r¡acle fì.:l the ¿Lrlc trlr ìrc li¡tt:rl i.n ir nolicc to lli(rcrìft1 issr¡crj hy iìit: {.)v",ncr'.
lt¿.i'i.r¿:,.| in it nt¡tii'r ¡.i ¡txlt'r,'ttl..)
The date will be fixed in a Notice to proceed
secru'it-V intcl'ests. thc Owner''s time re:c¡nire nrÐlìt shiill bc as 1ìrllou,s:
$ 3.? I'hi, C,llltt¡1ct'l'inle sh;ril ht' t¡c¡surc¡i fioilr thc tjiLtrr oj'corlrnLìlccnìr:r'ri-
$ 3.3'l'hc Crlulrßcl()lr -h¿ii ac:hie vr ljuh.st:¡n(i;r1 (ìrr;n¡rlc{:ion r>l'the +nti¡'t lVo;-À m¡i l;ir¡:l tl¡:in din,"
fiorn thc rlrte ol corrunclrccnt.:nt. or irs lÌrllorvs:
24 0
Compfuti.tttt t;f r.'ertuut. p<trliltn.t ¡l tht: l1:ork. ì
. sutr.itct io ldittstrnents of this (.ìttntruct'firne ir.< trlrôt,ii{etl itt tlie Cl:rnt¡'lrrt Þocu¡¡i:ui¡.
eurly c'anzJ'¡letion of th¿ Warl,¡.)
None
ARTICLE 4 Ç0Î-¡TRACT SUM
(.ontnrct. The Clontr'¿ci Sunl sh¿llh. lJoll.r-s

orr* million- nine hrnrTre., lhi rlw lhn
{ii 1 , e30, 340. 00. srihiecr ro ¿ñåifions'fnätrå.P*1'r,,rJ1*îF,"h.ilìSf,F8*,lliñFX'''F*S61i{ i*ìor.o
forty.
¿Lnd art' iterclry trt:i:tÐrerJ hi¿ lht t )ri',).:L:
Íìir each o;ul tlu: ir.tít' * ¡-t(n tln.n t:¿¡nount ¡ul¡¡re.r)
None
$ 4.3 tlnit ¡riices. if íur). xre ai iidlou's:
NcJne
ARTICLË 5
PAYI,ÍËi'{TS
i. $ 5.1 PRTGRE$S PAYi$ËfìtTS
Cr,riitl¡ctr¡r its prtlr'ìtlcri þçrl¡rrr an{[ elsetvl¡rlrc in lhe Contr¡.rct l)ocrrnrt:llis.
rLtrrth. or a.s iì¡llor¡,s:
$5.1,3F'iovirìr:clth¡r{iinA¡rplicariorrfi¡rP¡tvrrrcntir.;leccir,¡c} hi'thcÅrchitecfn()il¿til'rrhlnfhe¡*arrtV foUrth

the f olLowinq nlolìlh. ll. ln Âpplication tbt' P;iv'lleut is recejve¿l L'r¡r ttrð;irãÎriiucr aftcî'thc a¡r¡*icrütion
tl¡ilcfirctl rrirovi'.piÑrt¡r:ntshuli berllaclehvther0',lnel'norlrt¡:rthan ¡¡"*rr¿y one l.Z1 )rllysnfierrthe
A1.chito.jl(eceiverl[ieApplicliti<lnfìrr,[hynren1.
sulist¿rntiaier ì¿s r:cclrtcv its ihe Ârch¡{ecrt tn:t} rciìtrire. lhi-r sr:herlule. unless objecLetl i() b)- thc;\rchitcct, shall hc
Lrserl as a basis [r¡r,'eiierwing tlte (]tl¡rtt'irctol's -{pplicat.iots it¡.p¿vmcr-¡t
of the pi:rirrd coverecl h1' th[ ..\¡rplication iìrr Ì'¿¡,¡1¡¡u1.

conrpulcrl ts lìllJor.l's :
,1 T'aiie that portìon ol'the (lonn"act Surn proper-lrv alloc¿lhle t() üonlplc[r(l Work irs Cetetrrlinccl [rv
lnitltìpÌ-ying {l-re pcrcentageco¡Tìpl{:iioltoJ'e¡Lch porti()n ol't.he WorÌ< by the shlrc u1'the f't¡tliiict Strnl
¡ll¡rc¡rrccltr)th¿r{porfionol'thcWo¡icintheschrdulctil'r'¿lucs. ler.sretainaget)T'¡jv€l
p¿rcen{ ( S 1ã }. P*nrling litirl rletei'rnir¡ation oí cr¡-sÍ to thc (}\,,ìt:t o1'cirange:s in tht: \Tc.rlk..
.tiìloun1s n()t iu tlisputc shall bc includect as ploviilecl in S¿rdr:n 7.3.8 o{'AIA [)octnnent Al{}L-lgtJ7:
.? Àrltl tìla¡ porti{}n r}f tlìr C{)ntl'act Surrr ¡rroperly a}krcublc to rni.iftiriirls anti trJttipnietrt thlivcrletl ¡ln¡l
suitahll,skrred iLf the site filr subser¡ucnt incolprx'li{ion in thc ct:rnplclù{l (t)ns(rûcti{)n (or. if appror,ed ìn
íL(l\,¿tncìc þy thc {)r.vn*'. suitabl¡ stolccl ofJ'the site at ¡L loc¿Ltion ucrccd.upott in writini). lcss l'rfttinag.er
nl' f ive fcrcerlL ( 5 1i.
,3 Srrlrtrl<i ,r.t.':r'cg;,tc uf pte viuu"l.s pavlnt: Iìts rrtir(l(r h-\, lhc ()rvrlcrr ¿tlltl
ihi
.4 .Subtract¿r¡lÌolr¡rrs. if iury. lìrr which the Ai^chitecr hirs'"r'irhheld or"nuliif ic:tl a {]r:rf iik:r¡tc iìrr P:tynrent as
¡rrovitlt:d in Scclio¡r !r.-< of ¡\lA l)octrrnent À]0 I - 1997.
fìr llou,iir g t:i rcunts [¡ulct:s :

.1 arltl. Lr¡ron Slbstarrtial Cornple r.ion of thr Wolk. ü suln stt{'fic:ierrt tt¡ incrcase thc total pâytl}cnl\ ti'¡ thc
fr¡ll ¿rnlount <lf thr: tlonlruict Sum. ic:ss such íuìlounfs it¡ lhc Àrt:brt<;'ct shell clele rrnine fìrr incorr:plcte
Work. re:{:iinagt ap¡rlicuble to suc:h vork antl [ltrscÍ.lf ed t:l:r.ìrnsl iirrd
C.ttmlsltIit¡tt ol Wt,rk w'i!l't t tttt'¡¿ttt o.f ,sureí:.\', il ttn.v. i
anyixlcli{icrn:rl anrountspirvable in ncct¡rlancr-'rl'ith Sr:ctirrn 9.1û.3 r¡J..\ìA f)ocrrmcrnt A?0,- 1997.
$ 5.1.8 Rc.clur:títill or-' lilnitltiorl of lclilir'ìltgc. íf'anY, shllf l be ;ts JìrJIows:
l)t¡('it.nr(nl.\, i¡¡satÍ i¡ttt,' pntrisit;n,s.Nor':;tult r¿'¿ttt'titnL t¡r lintifnti¡ttz,)
None
rniìleìriills or equi¡rnrcrrl which h¿rvc n(it h{:en <leiiitlccl a¡ttl slorctl ir.t ihe sitc.
.
$ 5,2 FTNAL PAYMENT
Contl itclcx' u,hen:

,1 thc {}nrtl-ucto¡ has lLrll.-v çrerfonrtecl the Cirlntract sxccpl ftr:1he Coniracior's rcspttusibilit\' li) ct)rreìcl
Wr¡rk ¿rs pr'ovitlcd in Srrctir¡rr 12.1.? oiAIA l)octr¡n¿ni r\?01 ,.l99?, anrì to s;rtisf'y otherrcr-p¡iretncnts. il
lu-r.ç.'. whjch tr.r;te linaì pii,vmctrt.l +tlcl
ntl beyond
.2 ¿r I'inal Clcrtjiic¡rfe for l]¿t'vnrcrnt hts be:clt issuecl hv the Archirerct.
Ärc'hitect's lin¿rl (lert.iiic¿rlc 1'{x Fiìyrne.il{. ol ls f<llkl'"r¡s:
ARTICLE 6
TERMINATION OR sUSPËNSION
$ S.1 Thc Cìoniracr rn:ry hc tc:nninatect bv tliu
()u,ncr rlr the Contr¿tcrôr'iìr provide(l ir Article lJ ol'¡l.d [)ocum¡:nl
Al01-r e97.
$ 6.2 Thc \\,'o¡h ¡1¿ly bt' surpe ncleci hy the Owner as pror,itlecl in .Àrtic|: I 4 tii AIA l.)octtr¡¿l¡t .Å10 l - I 997-
iefori copyrighi v¡oi¡.lions ol A.lA Cùnirsct Dccuments, e-nêli Tlìe Am.?r:can lnstriilte ot Archits.cis' ¡ellai cÕunsû1. copyr¡!!ht/g)a!â.org.
ARTICLË 7 MI$CËLLANËCIUS PRCIVISIONS
. l)tlcutÌtcltls.
(ltt.rtr't t'(.tte oJ iilî(re,\'t dRrr!¿¿ upon. i{ (.tn:.y^.)
$ 7.3'l'he ()wtrú"s rrpt-escntati\.,e is;

( Nu n t:. u tl d re,.u : u ttcl. t., tI ¿e r i nfo rn t ntit t n. l
Gary Parker, Executive Director

Central Virginia Housing Coaliticn
208 Hudqins Road :
FrederÍcksbur9, VA 22409
ph. 540-604-9943 exL. 12
faz 540-60 4-9944
emai -l ; gparkergcentralvahoirsing. com
$ 7.4 lhc {Ìiutl¿iciol',s icìpícsrittllivr ii:

,,. (Nrtiræ a¿ld,re.r.ç un¿l r.tthar irl't,rnrúirtrt)
,t .
: Todd peacock, Vice president of Constructjon
Communi-ty Housing partners
' 930' camn'iia sLreãt, tcn
,, Christiansburg:, VA 24û73
i 540*382*2ttZ exL. I
540-381 -8270
I emai I .' LpeacockGchpc2 . org
olhcr piul_t'.
^-^.-'
i.o (rtncr Lrr-(ì\,15¡()ils:
.9
ArA Ðtcument At oi'¡ - I ggz. copy¡ts¡t ro 1(tr 5, iete. iglE.-¡

ti¡;- r s: I , r ç5i'irt6i. 1t)f¡, 1ii6 i l9r¡ ï0f-i-gstil$î lìöl-äi,o r s's-i ny rh* ---- '
¿\RTICLE I Ë1,¡UMËRATltt'l ût CONTRATT DStUfiiËNT$
ti:Ì]ou,s:
$ S.1.1
'fhe ,4.grr:eìnlclll ii Ihis i:xEi:r.rtcd it)!)7 etlitirin of'1hc ,Slar;ti;rnl Folm til r\grcerucrn{ U.:twc': n (}rvncr and
(l<.rntr¿ctor. Äf ;1' l)octttttr:rli å I 0J -'l 1ì9?.
l)ot:ur'¡rcrl AÎ()l - Iq97.
B*1 1 *06 . r:¡rd arur iN lirllo\\,s:
J)oculrcnt 'fittc Pngc'..'s
Specifications
(I'.itttr'¡' I.i.st tlze ,\¡trciliL'i.tti.(ttL.s 11r'¡ tt t,r r t,ù'r IÒ titl t:.th.iÌ,it r¿rI¿i:hr¿I ltt Ìhi.s ,,\grrrtru,:nr.)
Sccfioll Title l'itgcs
Speci ficat ions
$8,1.5'firel.)r-irwingliiue ;rsfÌr|loivs,antl anclltccl B-11-06 unlc'ssiìdillè¡e¡rlclittcisslrcilv¡t

ircloiv:
lEit/.l'¡ li.r¡ rlu [)ttr:t'ing.t tr.i!t'<' or t't,.li'r itt ¿:nt t'.r]'¡ii¡it ¿t.itarh¿:tl ttt thil ¡1.?rt¿n¡¡¡u.)
NL¡nrhr'¡" 'Iìtl,¡ D;ttt
See Attached Sheet Tndexes
'-
ÀiÃ-noc-rimer¡n-lOiii¡-îgblFoóvr¡ghtiltrii, l9ltrlçr:5,Ty¡f l,¡-,¡-,r5Þ,''flOl¡t,6iTSOi 1g¡+.r9;;,rge,r-r,rg8iigç|nñclrSrïiuylrie
$ S.LS ll'he Ådrie ¡rcl¡. if arry. irre a:s krllu'"vs:
Nttrili-rr:i i llrr l:tiigcs
None
¡'ecpür'¿¡¡cllts al:c also rlturncliìti:(l in ihis ;\rrìclc [j.
$ 8.1.7 Otlrcr clocunte llts. if irny. frrintiur: purt ol rhc ( or1tl-irct llt¡cuntolrs ;u.c rrs ä:lkru.s:
shltûkl. bt'list.ed hert'otil¡' il itui,trlrtl. ¡o l¡e l¡¿rt tl tlx', {lr.ttrl:t.r.tL't Du.ttnt.t¡ir.t.!
comrnunity Housing Partners letter, dated November zg, 2006
'l'his Agrecrnent is entel*l intrt lr> of the tl¡v arll vo¿rr'l.irr¿ writte¡l
¿r'irove iurl is rxrrc:ufecl iri tr lc¿rsi tlrlc:e origirr:il
eqrpicrs, of rvhicir one is ir.¡ bt'tle[ivcrerl Ío fi-ìc {'ontriìcror} û¡ü r(] the ,{J.(:hitec¡ fìri u-sc ilt lhc
i.rrJilrinì-tir¿rioi.i of rhe
{.Ì:lllr¡ct. ..ulcl fhc rc¡rrtill(lt:¡ tr.l rlte litvnr:r,
-**-""'î ¡'"i/ì ,"''";

r¡ {.," i,1 i -,:rí-^
,l'
t.-t.., -..."
¿ w#L-'Jf,Æ¿'$#{ - ^ -",è:
COhfïR.ACïOR i Si qr t u t u r<: l
f
-.- ^ ." ,Í-¡ ¡ "i ¿rÊ
¡ú'r d ,l r¡.r;
y
/ø4*Ë_ \3þa4gø.{" g^t
¡ I' ri rt.t t,d niun t' ¡uul t irI r.i
C;lií'r: il¡;ir: ç*it li¡crilkì si.r;t *ii ltiçiirriìL'i¡¡. i:úi'rii;iöi ilc(:.it'rìçi'i1Ì, iiii e,/Ìtiiìiì ii:¡-+ iLì:ri *'irq:?lïii íi
a; Ji¿ìi1*eìf ; r., i îì i'ìírì i::r cbí;ûrJr:;r.,
at,q-pãõu-me,¡t ¡iöl-'"* lgsT--copyrisiõ liil t 1ãiö. r'gtsr-sãirssi. r,;üe. r r*:r.-iiñe räoiì s,?+ rlT-| 1c;g¿;n¿¡ng.rfäìJ 1se.= hv:,+rìe ---
Colonial Heights
Current and Projected Change Summary
Change Amount Ghange Date

Proposal Order Siqned
1 $101,571 ,00 1 3131t08
2 $13,165.00 X X
3 $66,289.00 2 X
4 $34,928.00 3 12111108
5 912,426.00 X X
6 $38,042.00 4 12t11t08
7 $14,s92.00 5 12t11t08
I $34,200.00 7 4t8t09
I -$1.400.00 X X
10 $5,400.00 X X
Total $319,213.00
Additional Proj ected Changes
New VHDA regulations:

- VCT at entrances - $850
- Undercut bath and bedroom doors - $1500
- Individual water meters - $2500
- Washer emergency shut-offs - $2050
Fresh Air intakes - $1650
Additional Surveying - $8500
F&R (Third Party Testing):

- Asbestos - $7175
- Design work - 57786
- Testing - $16000 (less whatever they've paid to date which I think is 10k)
Additional Drawings - $1200
Steel for rear porch - 52675
??? Dumpster Pad - $5000 (they've been talking about adding something back)
There is some value engineering that I will be crediting back to them. This should be in
the neighborhood of a $30k credit
We think it would be a good idea to have another $7500 to cover any more hiccups.
TAB T
(Documentation of Financing Sources)
TABV
(Nonprofrt or LIIA Purehase Opfion or lght sf First Refusd-)
,¡¡jriu
'ôl;
f dl, 6l
liï¿i',,
t
il' ].t:Z ,
.
clt;' '¿l+"í
Prepared lry and to be returned to: Tax Parcel '¡9'.
Karady &; Quinrq P.C.
7130 GlenForestDrive, Suite 120 Consideration: -0-
Richmond, Y ir glnia 23226
PUBçHASE OPTTOq!-AND 4LçrrT O-F.FIRST RETUSAL AGREEMEryT
'fhis Purchase Option and Right of First Refusal Agreement ("Purchase Agreement") is
made as of the lQth day of May, 2008, by and between COLQNIAL IISLGIITS
APARTIU&NTS 2006.J,¡P:, a Virginia limited partnership (the "Partnership"), CENTRAIT
VIIRGINfA IIQU$ING COALITION. INC.. a nonstock Virginia corporation ("Grantee"), and
CVHC C.O.LONIAL HEIçFTS AI'ARTM4NIS. $[C., a Virginia corporation (the "General
Partner"), and is consented to hereinbelow by {OUSING 4OUITY FUND OF VIRGINIA XI.
L&.Q, a Virginia limited liability company (the "Consenting Limited Partner").
Whereas, the General Partner and one or more other parties, concurrently with the
execution and delivery of this Purchase Agreement, are entering into certain Amended and
Restat()d Agreement of Limited Partnership dated as of the date hereof (the "Agreement")
continLtir'tg the Partnership by amending and restating a prior partnership agreement; and
Whereas, the General Partner is wholly owned and controlled by Grantee; and
Whereas, Grantee has been instrumental in the development of the Project Property, as
descritred in the Agreement, and will act as guarantor of the obligations of the GeneralPartner in
the continuation of the Partnership for the further development of the Project Properly; and
Whereas, the Project Property is or will be subject to one or more governmental agency
regulatora agreements (collectively, the "Regulatory Agreement") restricting its use to low-
income housing and may become subject to a low-income use restriction (the "Special
Cover,ant") pursuant to the terms and conditions of this Agreement (such use restrictions under
the Regulalory Agreement and any Special Covenant being refened to collectively herein as the
"Use lì.estrictions"); and
Whereas, Grantee and the General Partner desire to provide for the continuation of the
Projec;t Prrrperty as low-income housing upon termination of the Partnership by Grantee
purctrasing the Project Property at the applicable price determined under this Purchase
Agreement and operating the Project Property in accordance with the Use Restrictions; and
Wtnereas, as a condition precedent to the formation or continuation of the Partnership

pursuant to the Agreement, Graritee and the Gene¡al Partner have negotiated and required that
the Partnership shall exeoute and deliver this Purchase Agreement in order to provide for such
low-income housing, and the Consenting Limited Partner has consented to this Agreement in
order to induce the General Partner to execute and deliver the Purchase Agreement and to induce
Grant.ee to guarantee the General Partner's obligations thereunder;
d3
Norv, Therefore, in consideration of the execution and delivery of the Agreement and the
paymenl b1'the Granteæ to the Partnership of Ten and No/100 Dollars ($10.00) and other good
and v¿iluabte c.onsideration, the receipt and suffrciency of which is hereby acknowledged, the
parties hereby agree as follows:
l. Gr-ant g[ Opltion. The Partnership hereby grants to C¡rantee an option (the

"Optinn") to purchase the real estate, fixtures, and personal property comprising the Project
Property or associated with the physical operation thereof, owned by the Partnership at the time
of purchase: (the "Property"), after the close of the fifteen (15) year compliance period for the
Iow-income housing tax credit for the Project Property (the "Compliance Period") as determined
under Section a2(i)(l) of the Internal Revenue Code of 1986, as amended (the "Code"), on the
terms ;lnd conditions set forth in this Purchase Agreement and subject to the conditions precedent
to exercise of the Option specified herein. The Project Property real estate is legally described in
Exhibit .A ¿rttached hereto and made a part hereof The Regulatory Agreement containing the
Use Restrictions to which the Project Property real estate will remain subject under Section 9
hereof is described in Exhibit B attached hereto and made a part hereof
2. Grant of Refusal Right, In the event that the Partnership receives a bona fide
offer to purchase the Project Property, which offer the Partnership intends to accept, Grantee
slrall have a right of first refusal to purchase the Property (the "Refusal Right") after the close of
the Compliance Period, on the terms and conditions set forth in this Agreement and subject to the
conditions precedent to exercise of the Refusal Right specified herein. In addition to all other
applicable conditions set fbrth in this Agreement, (a) the foregoing grant of the Refusal Right
shall be eff'ective only if Grantee is currently and remains at all times hereafter, until (i) the
Refusa1 Right has been exercised and the resulting purchase and sale has been closed or (ii) the
Refusal Right has been assigned to a Permitted Assignee described in Section l0 hereof,
whichever fìrst occurs, a qualifred nonprofit orgarnzation, as defined in Section 42(h) (5) (C) of
the Code, a.nd (b) any assignment of the Refi.lsal Right permitted under this Agreement and the
Refi.rsal Right so assigned shall be effective only if the assignee is at the time of the assignment
and rernains at all times thereafter, until the Refusal Right has been exercised and the resulting
purchase and sale has been closed, a Permitted Assignee described in Section 10 hereof meeting
the requirements of Section a2þ)(7)(A) of the Code as determined in its judgment by tax counsel
to the Consenting timited Partner. Prior to accepting any such bona fide offer to purchase the
Propeny, the Partnership shall notify Granteq the General Partner, and the Consenting Limited
Partner ofsuch offer and deliver to each ofthem a copy thereof The Partnership shall not accept
any sur:h ofle¡ unless and until the Refusal Right has expired without exercise by Grantee under
Sectiorr 6 hereof.
3. Purchæe Price Under OntÍon. The purchase price for the Property pursuant to
the Option shall be the greater of the following amounts, subject to the proviso set forth
hereinbelow:
, .f,f¡
â. Debt and Tqxes. An amount sufficient (i) to pay all debts (including
panner loans) and liabilities of the Partnership upon its termination and liquidation as
projected to occur immediately following the sale pursuant to the Option, and (ii) to
distribute to the Partners, after payments under Section I 1.04(a) and (b) of the Agreement
and payments to the Limited Partner of an amount equal to any LIHTC Reduction
Guaranty Payment, Unpaid LIHTC Shortfall or Limited Partner Special ,A.dditional
Cap'ital Contritrution, cash proceeds equal to the taxes projected to be imposed on the
ParÍners of the Partnership as a result of the sale pursuant to the Option, all as more fully
stated in Sections of the Agreement, which is hereby incorporated herein by reference; or
b. Fair Market Valuj. The fair ma¡ket value of the Property, appraised as
low-income housing to the extent continuation of such use is required under the Use
Resrrictions, any such appraisal to be made by a licensed appraiser, selected by the
Partnership's regular certified public accountants, who is a member of the Master
Appraiser Institute and who has experience in the geographic area in which the Project
Property is locaterl,
provided, howeve¡ that ifprior to exercise of the Option the Internal Revenue Service (the
"Selice") has issued a revenue ruling or provided a private letter ruling to the Partnership, the
applicability of which ruling shall be determined in its judgment by tax counsel to the
Conseirting Limited Partner, or tax counsel to the Consenting Limited Partner has issued an
opinion letter ooncluding that property of the nature and use of the Property may be sold under
circumstances described in this Agreement atthe greater of the price determined under Section
42(i) (.7) of the Code or the price determined under subsection 3a hereinabove without limiting
tax cre'dits or deductions that would otherwise be available to the Consenting Limited Partner,
then the Option price shall be such price.
4 Purchase Price Under Refusal Rieht. The purchase price for the Property
pursuant to the Refusal Right shall be equal to the sum of (a) an amount suffrcient to pay all
debts (including partner loans) and liabilities of the Partnership upon its termination and
liquidation as projected to occur immediately following the sale pursuant to the Refusal Right,
and (b), an amount sufficient to distribute to the Partners, after payments under Section I l.0a(a)
and (b.t of the Agreement and an amount equal to any LIHTC Reduction Guaranty Payment,
Unpaid LIHTC Shortfall or Limited Partner Special Additional Capital Contribution, cash
proceeds equal to the taxes projected to be imposed on the Partners of the Partnership as a result
of the sale pursuant to the Refusal Right, all as more fully stated in Section 11.04 of the
Agreenrent, which is hereby incorporated herein by reference.
5. Conditions Precedent. Notwithstanding anything in this Agreement to the

corfirary, the Option and the Refusal Right granted hereunder shall be contingent on the
following:
{þ
a, Geucral__Partnef. The General Partner shall have remained in good

starrding as General Partner of the Partnership without the occurrence of any event of
'defbult under the Agreement; and
c. Resulatorv Ägreement. Either (Ð the Regulatory Agreement shall have

been entered into and remained in full force and efFect, and those Use Restrictions to be
r:onfained therein, as heretofore approved in writing by the Consenting Limited Partner,
shall have remained unmodified without its prior written consent, or (ii) if the Regulatory
Agreement is no longer in effect due to reasons other than a default thereunder by the
Partnership, such Use Restrictions, as so approved and unmodified, shall have remained
in effect by other means and shall continue in effecf by inclusion in the deed as required
under Paragraph I 0 hereof.
If any or a1l of such conditions precedent have not been met, the Option and the Refusal Right
shall liot be exercisable. Upon any of the events terminating the General Partner as General
Partne,l of the Partnership under the Agreement or affecting the Regulatory Agreement as
described in this Section 5, the Option and the Refusal Right shall be void and of no further force
and effect.
6. Exercise of Ontion oåBefusal Risht. The Option and the Refusal Right may
each tre exercised by Grantee by (a) giving prior written notice of its intent to exercise the Option
or the Refusal Right to the Partnership and each of ifs Partners in the manner provided in the
Agreernent and in compliance with the requirements of this Section 6, and (b) cornplying with
the colrtract and closing requirements of Section 8 hereof Any such notice of intent to exercise
the Option shall be given during the last twelve (12) months of the Compliance Period. Any
such notice of intent to exercise the Rpfusal Right shall be given within one hundred eighty (180)
days aiter Grantee has received the Partnership's notice of a bona fide offer pursuant to Section 2
hereo[ but in no event laterthan one hundred eighty (180) days immediately followingthe end
of the Comprliance Period, notwithstanding any subsequent receipt by the Partnership of any such
offer. In eit,her case, ttre notice of intent shall specify a closing date within one hundred eighty
(1S0) days immediately following the end of the Compliance Period. If the foregoing
requirements (including those of Section t hereof) are not met as and when provided herein, the
Option or the Refusal Right, or both as applicable, shall expire and be of no further force or
effect. Upon notice by Grantee of its intent to exercise the Option or the Refusal Right, all rights
under the other shall be subordinate to the rights then being so exercised unless and until such
exercise is v¡ithdrawn or discontinued, and upon the closing of any sale of the Properfy pursuant
to such nr:tic;e shall expire and be of no further force or effect, provided that in the event that the
Option and the Refusal Right are hereafter held by different parties by reason of any permitted
assignnrent or otherwise, Grantee in its assignment(s) or such parties by written agreement may
specify any other order of priority consistent with the other terms and conditions of this
Agreernerrl.
7. Determinatiqln of Pricq. Upon notice by Grantee of its intent to exercise the

Option or the Refi.rsal Right, the Partnershíp and Grantee shall exercise best efforts in good faith
'.ts
to agree on the purchase price for the Property. Any such agreement shall be subject to the prior
written consent of the Consenting Limited Partner, which shall not be withheld as to any
purch:ase price determined properly in accordance with this Agreement.
8. Cont¡'agt and- Çlosing. Upon determination of the purchase price, the

Partnership and Grantee shall enter into a written contraçt for the purchase and sale of the
Prope:lg in accordance w-ith this Agreement and containing such other terms and conditions as
are sf,endard and customary for similar commercial transactions in the geographic area which the
Project Property is located, providing for a closing not later than the date specified in Grantee's
notice, of intent to exe¡cise of the Option or the Refusal Right, as applicable, or thirty (30) days
after the pr.rrchase prir;e has been determined, whichever is later. In the absence of any such
contr¿rct, this Agreement shall be specifically enforceable upon the exercise of the Option or the
Refusal Right, as applicable. The purchase and sale hereunder shall be closed through a deed-
and-ru,oney escrow with the title insurer for the Project Property or another mutually acceptable
title company.
9. Use Restrictionq. In conside¡ation of the Option and the Refusal Right granted
hereurrder at the pricer specified herein, Grantee hereby agrees that the deed of the Project
Property to Grantee shall contain a çovenant running with the land, restricting use of the Project
PropeÉy to low-incomr: housing to the extent required by those Use Restrictions contained in the
Regulatory Agreement, as approved in writing by the Consenting Limited Partner and
unmorlified without its prior written consent. Such deed covenant shall contain a reverter clause,
enforc:eable by the Consenting Limited Partner, its successors and assigns, in the event of
materi¿l violation of such Use Restrictions. Such deed coven¿nt shall include a provision
requiring Grantee to pay any and all costs, including attorneysr fees, incurred by the Consenting
Limiterf Partner or any other holder of such reverter rights in enforcing or attempting to enforce
the Use Restrictions or such reverter rights, and to pay any and all damages incurred by the
Conserrting Limited Partner from any delay in or lack of enforceability of the same. All reverfer
provisions contained in such deed and in this Agreement shall be subject and subordinate to any
third-party liens encumbering the Project Properly.
If prior to exercise of the Option or the Refusal Right, as applicable, the Service has
issued a re\/enue ruling or provided a private letter ruling to the Partnership holding that a
covenant of the nature described hereinbelow may be utilized without limiting tax credifs or
deductions that would otherwise be available to the Consenting Limited Partner, the applicability
of which ruling shall be determined by counsel to the Consenting Limited Partner in its sole
judgment, then as a condition of the Option and the Refusal Right, the deed to Grantee shall
include a Special Covenant specifìcally restricting continued use of the Project Property to low-
income housing as determined in accordance wìth the same low-income and maximum rent
requirernents (excluding any right under the Code to raise rents after notice to the applicable
state or: local housing credit agency if it is unable to find a buyer at the statutory price) as are
curently specified in the ,A.greement with reference to the low-income housing tax credit
(notwithstanding any future discontinuation of such credit or modification of federal
requirernents therefor), except insofar as more stringent use requirements are imposed by the
'¡
4,
Ii.egulatoly A¡¡reement as approved by the Consenting Limited Partner and unmodified without
its priorvritte,n consent. The Specia.l Covenant shall constitute part of the Use Restrictions. The
Special (loverrant may state that it is applicable and enforceable only to the extent such housing
produces income sufficient to pay a1l operating expenses and debt service and fund customary
reserves and there is a need for low-income housing in the geographic area in which the Project
Property is located. The Special Covenant shall run with the land for a period of frfteen (15)
years after closing of the purchase under the Option or the Refusal Right, as applicable, or, if
longer, fbr the period rneasured by the then remaining period of Use Restrictions under the
Regulatc,ry Agreement, provided that the Special Covenant shall terminate at the option of any
holder ol'the leverter rights described hereinabove, upon enforcement thereof
I r
the event thal neither the Option nor the Refusal Right is exercised, or the sale
pursuant therr:to is not consummated, then upon conveyance of the Project Property to anyone
other than ch'antee or its permitted assignee hereunder, the foregoing provisions shall terminate
and have, no fi;rther force or effect.
10. Assisnment Grantee may assign all or any of its rights under this Agreement to
(a) a qualifred nonprofit organizatiÕn, as defined in Section 42(h) (5) (C) of the Code, (b) a
govemnÌent agency, or (c) a tenant organization (in cooperative form or otherwise) or resident
rlìíulâ.gêTll€:nt oorporation of the Project Property (each a "Permitted Assignee") that demonstrates
its ability and willingness to maintain the Project Property as low-income housing in accordance
with the [Jse Restrictions, in any case subject to the prior written consent of the Consenting
llimited Partrrer, which shall not be unreasonably withheld if the proposed grantee demonstrates
that it is reputable and creditworthy and is a capable, experienced owner and operator of
resident:tal rental properl.y, and subject in any event to the conditions precedent to the Refusal
Right grarrt and the Option price set forth in Sections 2 anó 3 hereol Prior to any assignment or
proposed assignment of its rights hereunder, Grantee shall give written notice thereof to the
Partnership" the General Partner, and the Consenting Limited Partner. Upon any permitted
assignment hereunder, references in this Agreement to Grantee shall mean the permitted
Assignee wh,¡re the context so requires, subject to all applicable conditions to the effectiveness
of the rights granted unclerthis Agreement and so assigned. No assignment of füantee's rights
hereunder shall be effective unless and until the permiued Assignee enters into a written
agreemonl. accepting the assignment and assuming all of Grantee's obligations under this
Agreement and copies of such written agreement are delivered to the Partnership, the General
Partner., and the Consenting L,imited Partner. Except as specifically permitted herein, Grantee's
rights hereunder shall not be a.ssignable.
ll. Miscella4gous. This Agreement shall be governed by the laws of the State of
Virginia. This Agreement may be executed in counterparts or counterpaÍ signature pages,
which together shall constitute a single agreement.
12. Suoersede Prior Agrgc!ûcn1. This Agreement replaces and supersedes in its
entirety' ttrat certain Purchase Option and Right of First Refusal entered into as of February 28,
2006 but which was nevsr recorded.
"1,li
In Iñ/itness Whereof, the parties have executed this document as of the date first set forth
hereinabo-¡e.
Partnership:
Colonial Heights Apartments 2006, LP., a

Virginia limited partnership
By: CVHC ial Heights Apartments, Inc.,

a Virginia Partner
/*-rt-_.+
By:
, President
COMMONWEAL OF VIRGIMA )
ßct r1l )ss
æTY )
t, a Notary Public in and for said City in the State aforesaid,

do helebf certify that Gary Parkey', President of CVHC Colonial Heights Apartments, Inc.,
personally known to me to be the same person whose name is subscribed to the foregoing
instrument as such officer, appeared before me this óay in person and acknowledged that he
signed and delivered such instrument as his own free and voluntary act, and as the free and
volunlary act of the Partnership known as Colonial Heights Apartments 2006, L.P. on behalf of
which said corporation has executed the foregoing instrument as a General Partner, all for the
uses arrd purposes set forth therein.
Given under my hand and notarial seal on Way l\ , zoOg.
MyccmmissionExpires, it,'jT .1I iZa t,a-$ffi

Tru,gü:'i: =r,.ffi
.1, s
Grantee:
Central Virginiq [ousing Coalition, Inc.

c{i
a Virginia
'^f) ll
By:
COMMONIWEAITH OF VIRGINIA
(f s-t, ,"., !
CTTY TF-FRËDERTEKSBURG
J ci\ lkn () ,l,r)
, a Notary Public in and for said City in the State aforesaid,

do hereby cèrtify that Gary Parker.lExecutive Director of Central Virginia Housing Coalition,
Inc., personally known to me to be the same person whose name is subscribed to the foregoing
instrument as such offrcer, appeared before me this day in person and acknowledged that he
signerl and delivered such instrument as his own free and voluntary act, and as the free and
voluntary act of the corporation known as Central Virginia Housing Coalition, Inc., all for the
uses and purposes set lbrth therein.
5i]
General Partner:
CVHC Coloni
Virginia corp
By: à.A'-
COM]MOT.ìWEALTH OF VIRGIMA )
ff-,,. r'ìl'-r o J^ lutr-j'c¿; )ss
GrT-Y-.oFftFnen G )
I, a Notary Public in and for said City in the State aforesaid,

do hereby iertify that Gary Pa President of CVHC Colonial Heights Apartments, Inc..
instrurnent as such offrcer, appeared before me this day in person and acknowledged that s/he
signe<i and delivered such instrument as his/her own free and voluntary act, and as the free and
voluntary act of the corporation known as CVHC-Colonial Heights Apartments, Inc., all for the
uses and pul?oses set forth therein.
Gven under m1' hand and notarial seal on ¡¿;ay l$ 2008.
My Commission Expires:
si
The undersigned hereby consents to the foregoing Agreement as of the date first set forth
hereinabove.
Consenting Limited Partner:
HOUSING EQUITY FUND OF VIRGINIA XI,

L.L.C., a Virginia limited liability company
By: Virginia Housing Capital Coqporation, its

managing member
By:
Arild O. Trent, Vice President
COMMONWEALTH OF VIRGINIA
CIT'/ OiI IìICHMONI)
t, +{-,é.e,+dø¿a þ3:4<aNotary Public ìn and for said City in the State aforesaid,
do h<;reby'ceÍify that .Arild O. Trent, Vice President of Virginia Housing Capital Corporation,
inshrment as such officer, appeared before me this day in person and acknowledged that he
signe,J and delivered such instrument as his own free and voluntary act, and as the free and
voluntary act of the iimited liability company known as Housing Equity Fund of Virginia XI,
L.L.C:. on t¡ehalf of which said corporation has executed the foregoing instrument as a managing
memt)er, all for the uses and purposes set forth therein.
Given under my hand and notarial seal on May &
My Ccmmission Expires: IsEAL]
Regist.ration Number:
l.gi'7
----'7a:À
L-10
,J¿
EXHIBITA
LEGAL DESCRIPTION OF'

@
LEGAL DESCRIP:|ION FOR A 0.3415 ACRE TRACT OF LAND AS RECORDED IN
PT,AT BOOK 4, PAGE 29 OF THE CITY OF FREDERICKSBIIRG, VIRGIMA LAND
RBCORDS; SAID 0.3415 ACRE TRACT BEING MORE PARTICULARLY
DË,SCRIBNO BY METES ,dND BOLTNDS ON TTM ALTA/ACSM LAND TITTE
SL]RVEY MADE BY HGP, INC., DATED MARCH 6,2007 AS FOLLOWS:
Beginning at a dnll hole found in the Western line of Charles Street and 130.2 feet South
of rhe centerline of,Dunmore Street for the Northeast corner of this tract and the POINT
OI' BEC+,IIINING; TIIENCE,
Wir:h the, Westerly riglrt of way of Charles and Dixon Street, the following two courses:
l. S,outh 26" 32' 30" Bast,77.68 feet to a drill hole found 0.2' from a building;
.I'IIENCE,
2. South 14' 07' 35" West, tr06.00 feet to a 518" iron rod set at the Southeast corner
<ifthis site, same being a ccrner to Downtown Greens as recorded in Instrument
l{o. 2003402000; THENCE,
Leaving the right of way of Dixon Street and with the çommon line of both this tract and
tracts olned by Downtown Greens as recorded in Instrument Nos. 2003402000 and
2001206000" the following five (5) courses:
l. North 62'36' 16" West, 20.00 feet to a 5/8" iron rod set; TÉIENCQ
'.¿. North 60' 10' 30" Wêst, 100.00 feet to a l" iron pipe found; TI{ENCE,
3. Niorth 63' 27' 29" East, L94 feet to a 5/8" iron rod set; TIIENCE,
4. North 26" 32'30" West, 58.60 feet to a5/8" iron rod set;TIIENCE,
5. Àorth 63'25' 57" East, 126.30 feet
to the POTNT OF BEGINNING" containing 0,3415 acres of land, more or less.
BEING the same properfy conveyed to Central Virginia Housing Coalition, Inc^, Inc. by
deerl frrrrn Dixon Street Associates, a Virginia limited partnership, dated January 7, 1999
and recorded January 14, 1999, in the Clerk's Ofïïce, Circuit Court, City of
Freclericksburg, Virginia, in Deed Book 320, page92.
AND BEING fhe same property conveyed to Colonial Heights Apartments 2OO6,LP. by
deed frorn Central Virginia Hcrusing Coalition, fnc., Inc. ¿ate¿ MfyY I I ZOOS
and recorde¿ _¡1gY-r?t__ 2008 in the Clerk's Office, Circuit Court,'City of
Fredericksburg, Virginia in Deed Book page lr:r d Oü-æl?31
- -.
1t
JJ
EXHIBITB
DESCRIPTION OF
RPGULATORY AGREAMENT
Titlq: Ilxtended Use Regulatory A.greement and Declaration of Restrictive Covenants
Patties: Virginia Housing Development Authority

Cotonial Heights Aparherits 2006 L P.
Dg-Lc; June B, 2007
Bçqa!útgJnformation (if known): To be reccrded as part of the transfer of the

Prc'perty
l.tï.}I SLriiL¡'{ i suÈLruu!i ii

!. il¡-þ lì
r-Fi tll+lll-lt ¡til i;-lþ I l ¡-l1|i F l:F
.a rfit r'ar
i liLUt,illLt'rlf;Ljl'jt: l.l I T L,lI
; ,¡f i ¿i- l J.UU'-J ñ l i. J- ¡ lJ'Î| ! !
!-HAHX!!li! ! ltll it HFI i i : I FH¡i

ìrþt illt'lìþ¡l P-?- \ìPl
Ør,orry,øryp_
12
TABW
(Original Attorney's Opinion)
KeNenv & QunNN, P.C.
ATToRNEYS AND CouNsELoRs AT LAw
T l30 GleN Fonrsr Dnlve, Surl- l 20

RrcHrqoruo, Vrnorxr¡ 23?26
TELEPHoNE: (8O4, 242-849¿
FAcsrMrLE: (AO4) 282'4496
E-Malu: rovr¡¡@KANADYQutNN. coM
l./lay 14,2009

Richmond,Virginia 23220
RE: 2009 Tax Credit Reservation Request

Name of Owner: Colonial Heights Apartments 2006, LP
Gentlemen:
This fïrm represents the above-referenced Owner as its counsel. It has received a copy of
and has reviewed the completed applicationpackage dated as of May 13,2009 (of whichthis
opinion is a pa$ (the "Application") submitted to you for the purpose of requesting, in
cõnnection with the captioned Development, a reservation of low income housing tax credits
("Credits") available under Section 42 of the Internal Revenue Code of 1986, as amended (the
"Code"). It has also reviewed Section 42 of the Code, the regulations issued pursuant thereto and
such other binding authority as it believes to be applicable to the issuance hereof (the regulations
and binding authonty hereinafter collectively referred to as the "Regulations").
Based upon the foregoing reviews and upon due investþation of such matters as it deems
necessary in order to render this opinion, but without expressing any opinion as to either the
reasonableness of the estimated or projected figures or the veracity or accuracy of the factual
representations set forth in the Application, the undersigned is of the opinion that:
1 It is more likely than not that the inclusion in eligible basis of the Development of
such cost items or portions thereof, as set forth in Parts VIII and D( of the
Application form, complies with all applicable requirements of the Code and
Regulations.
2. The calculations (a) of the Maximum Allowable Credit avúlable under the Code
with respect to the Development in Part VItr ofthe Application form and (b) ofthe
Estimated Qualified Basis of each building in the Development in Part D( of the
Application form comply with all applicable requirements of the Code and
regulations, including the selection of credit type implicit in such calculations.
3. The appropriate type(s) of allocation(s) have been requested in Subpart I-D of the
Application form.
IN'day 14,2009
Page2
4. The information set forth in Subpart VII-C of the Application form as to proposed
rents satisfies all applicable requirements ofthe Code and Regulations.
5. The site of the captioned Development is controlled by the Owner, as identified in

Subpart tr-A of the Application, for a period of not less than four (a) months
beyond the application deadline.
6. The type of the nonprofit orgauzation involved in the Development is an

organzation described in Code Section 501(c)(3) or 501(c)(4) and exempt from
federal taxationunder Code Section 501(a), whose purposes include the fostering of
low-income housing.
7. The nonprofrf organrzation's ownership interest in the development is all the

managing member interests of the ownership entity of the development as
described in Subpart tr-D of the Application form.
8. than not that the representations made under Subpart I-F of the
It is more likely
Application form as to the Development's compliance with or exception to the
Code's minimum expenditure requirements for rehabilitation projects are correct.
Finally, the undersigned is of the opinion tha! if all information and representations
contained in the Application and all current law were to remain unchanged, upon compliance by the
Owner with the requirements of Code Section 42{h)(1)@). the Owner would be eligible under the
applicable provisions of the Code and the Regulations to an allocation of Credits in the amoun(s)
requested in the Application.
This opinion is rendered solely for the purpose of inducing the Virginia Housing
Development Authority ("VHDA") to issue a reservation of Credits to the Owner. Accordingly, it
may be relied upon only by VHDA and may not be relied upon by any other party for any other
purpose.
This opinion was not prepared in accordance with the requirements of Treasury
Department Circular No. 230. Accordingly, tt may not be relied upon for the purpose of avoiding
U.S. Federal tax penalties or to support the promotion or marketing of the transaction or matters
addressed herein.
Kanady & Quinn, P.C.
/h6rcÞ-^?c
TAB Y
(h{srkstíng fbr units meefing- .accmsÍhillty
Ptem
rÊquirement$'of HUÞ *€c{lon 5CI4}
MARKETTNG PLAN FOR 504 ACCESSIBLE {."IMTS AT COLONTTAL r{ErGHïË
APARTMENTS
DISCRIPTION
Colonial Heights is å 16 unit ls$' income apartnent building ìn downtow4

Fredetickrburg. Due to rising maintenancË cost, the buildins is scheduled for a
subst¡ntial ¡ÞtonstuctÍon consísting of the dernolition of the left and right wing$
renovation of the historic middle portion of the building and a 12 unit additiotr off the
right side. Fivc of thc urits r+'ill bÊ fully accessíhle to people with disabilities.
Accordingl¡ Colonial Heights Apartments 2006 L.P, will implement the following ptan
to market tbÉ urlits.
ADMIMSTRITIVE ORTAT{TUATI ON
Respotuíble Agency: The Cental VirghÍa Housing Coalition is the agency dcsignated
as responsible for marketing to disabled families and indiviftrals. CVHC's Client
Services CoordinsÍor and Pmperty Managrr q¡íll be charged witb carrying out the
marketing plan.
h{ARKETING PLA¡T STEPS :
To ensure a smooth lease-up process for all tenants and maintain compliance rilith VHDA
guidelines, the Central Virginia Housing Coalition will:
1. Bogn thc marketing proÐËss 6 months before the projected completion of

aonstruction.
2, Prepare marketing rn¿terials rpecifically directed to households and individuals with

disabilities.
3. Contact the Commt¡nity Services Board, Independent Living Center, the Deparunent
of Social Services, the Disahility Services Board and other organizations providing
se¡vices to people wilh disaUilitie¡ in the market a¡ea and offer to make
preseuùatiots about Colonial Heights to their clients. These coiltacts will be msde
repeatedly.
4. Mcct with iocal clergy and provide materials about Coloniat Heights .Érpartnremts
and ask to have ân annor¡ncetnent made about tbn arnilability of the units.
5, Identifu houscholds with onc or nÍ)re disabled member on the Section I waiting list
and send them materiale about Colonìal Heights.
6. Prepate radio and print ads about Colonial Heights snd the availability of writs for
people with disabilitics and sc,nd theur to tbs lûcal radio stdions and neu'spap€rs.
7. lvfarkøing efforts $dll bË undertaken or tn ongoing basis in order to insure a
continunus waiting list of qølified disablcd residents fot the units at Colonial
Heíghts.
Coloniol Heights Aporlmenfs / Frederick:
Locolity Notificotion lnformotion Form
PART I . INSTRUCTIONS:
Section 42 (m)(1)(A)(ii) of the lnternol Revenue Code requires ollocoting cgencies to notify "the Chief
Execufive Officer (CEO) or equivolenf of the loccljurisdiclion within which the building is locoted ond
provide such individuol o reosonoble opporiunily lo comment on the developmenl.'' VHDA uses
informotion you provide in this form to comply with this requirement. lf your development overlops two or
more iurisdictions, you ore required to submit this form for eoch.
New in 200?!
contocting the Locolity CEO, VHDA will olso be conlocling the Moyor or Chcirmon of lhe
ln oddilion to
Bocrd of Supervisors. lt is proboble thot eoch posiiion will hove o seporote mciling oddress.
Although VHDA prepores the documents sent to eoch locolity, we rely on you, the developer/Appliconl, to
provide us with key informotion, including lhe nome of the locolity hoving jurisdiction over lhe
development, nomes, cddresses cnd solutoTions, os well os o summory of bosic developmenl informotion.
lf you olreody hove o loccl supporl letter you con include iT with the cpplicotion ol TAB l. However, you
must still complele this form ond submii if 1o VHDA or lhe opplicotion for lhis developmenl will be penolized
50 poinisl
For informclion obout oddiTionol points ossocioted wilh receiving o Supporl Lelter from the locol
jurisdiclion, pleose refer to the Applicofion Monuol.
Developers seeking tox-exempt bond 4% credits or Non-Competitive 9% credils, should submil this form ol
lecsi 30 doys prior to submission of the lox credil opplicotion.
50-Point Penolly:
Foilure to complete ond submit this form prior to 5:00 p.m. EST time on Morch 25,2009 will result in o S0-poinl
penclly (-50 poinls) for cny opplicotion submilted in conneclion wilh Ihe 2009 competilive tox credits.
Delivery of Eleclronic Copy of lhis form lo VHDA:
vio e-moil lo ToxCreditApps@VHDA.com. E.moil only one form cl o timel
lf you use fhis e-moil option. you will receive on outo reply messoge confirming "messoge received." The
system DOES NOT confirm thof on otlochmenf hos been received.
vic regulor moil (on CD) to:
VHDA
Tox Credil Allocafion Deporlment
c/o Debbie Griner
ó0] S. Belvidere Sfreet
Rich m ond, V A 23220-6 5OO
VH DA Contocl lnf ormqlion:

Coll Debbie Griner of 804-343-5518 if you hove queslions obout completing lhis form.
Locolily Nofificolion Informotion Form

Coìoniol Heighls Aportmenfs / Frederickr
PART II . CEO & JURISDICTION INFORMATION

Pleose reod INSIRIJCTIONS obove corefully before completing the following seclions.
A. Chief Execulive Officer (CEO) lnformotion
Nqme of CEO:
Phillip L. Rodenberg
Nome
First Middle lnitiol lqsl Nqme
lhe full nome of the City Monoger, Town Monogec Counly Adminislrolor, Chief
This is
Adminislrqfive Officer Executive Officer. elc.
Job Tifle: City Monoger
"*-t
Adminislrotive Off icei', eic.
Locol Jurisdiction: Cily of Fredericksburg
e.g. "Cily of...", "Town of..." or "[ ] Counly"
Moiling Address/P.O. Box: 715 Princess Anne Street, PO Box7447
lhe mo¡ling oddress of the CEO ond moy nol olwoys be lhe some os the physicol
This is
qddress of lhe courlhouse, lown holl, municipol building, city holl, elc. Pleose double
check lhe oddress before enlering.
Suite/Room # (iropp¡icoble):
City: Fredericksburq
Sfote:
Zip: 22404
lhis zip code musl correspond fo lhe P.O. Box or slreel oddress lhot you ore using. Note:
Zip codes for P.O. boxes ore usuolly differenl from the zip codes for the slreel oddresses
Solutoiion: Mr. Rodenberg
.SJth" t."".bb"i^rJ. -rs.", "Ms.", "Rev.", etc.
B. Moyor or Chqirmqn of lhe Boqrd of Supervisors lnformqtion
Nome:
Thomos J. Tomzok, M.D.
First Ndme Middle Inítiol losl Nome
Job Title: Moyor

"Moyor'' or "Choirmon of the Boord of Supervisors"
Locol Jurisdiclion: Citv of Fredericksburo
Moiling Address/P.O. Box: 715 Pr¡ncess Anne Streel, PO Box7447
the street oddress for lhe Admnislrqtor. Moy be differenl from CEO oddress. Pleose
This is
double check lhe oddress before enlering.
Suite/Room # (if oppticobìe): 209
City: Fredericksburg
Stote: vA
lip: 22404
Be sure the zip code you pick up corresponds lo lhe P.O. Box or slreei oddress lhoi you
ore using. Note: Zip codes for P.O. boxes ore usuolly differenl from 'lhe zip codes for the
slreel oddresses.
Solutoiion; Moyor Tomzok
e.g.'The Honoroble", "Mr", "Mrs.", "Ms.", "Rev.", elc.
Locolity Nolificotion lnformotion Form

Coloniol Heighis Aportments / Frederickr
C. Jurisdiclion Delqil
Circuit Court Clerk's office in which the deed io the property is or will be recorded: Fredericksburo
City/County of
Does the site overlop one or more jurisdictionol boundories? Yes o lf yes, odd the nomes of
the olher jurisdiclion (s) here:
Cìly/Counly of Cily/Counly of
Development is locoted in o Metropolilon Sfotisticql Areo (MSA)? Yes \o
Development's Census Troct: 5ló30000400
Census Troci Number
ls lhis o Quolified Census Trocl? Yes \o
ls the developmenf locoled in o Difficult Development Areo? Yes {o
ls the developmeni locqled in o revilolizofion oreo? Yes {o
Congressionol Dislrict I htlp://dlss¡s.stole.vo.us/conqress/200lPDFs/chopTTob.pdf
Plonning District 1ó http://www.vopdc.org/oboutpdcs.hlm#PDC%20Mop
Stote Senoie Districl I7 hltp:/ldlsqis.slote.vo.us/senotel200lPDFs/Chop2Tob.pdf
Stote House District 28 htfp://dlsqis.sTote.vo.us/House/200lHousePDFs/ChoplÏob.pdf
Locol Plonning /Zoning Contoct lnfo:

Besl Person to ConToct: Erik Nelson
lhe person wilh whom you've previously spoken oboul lhe developmenl ond whom
This is
con onswer onticipoled queslions from the CEO.
Job Tille: Senior Plonner
Contocl Phone: ".

540-372-1179
PART III . DEVELOPMENT INFORMATION
Proposed Development Nome: Coloniol Heights Aporiments

lhe morkeling nome of your development
Thìs is
Proposed Developmeni Address: 200-202 Chorles Sfreet FrederÌcksburg VA 22401
Slreet Address Cily Stote Zip
VHDA Tox Credil Pool: non-orofit
ln the sooce below. oive o brief descriotion of the
## ### ################################################## ##############################
Development Type: (Fomily or Elderly) Fomily

Describe Archilecf urol Style: lo
Describe Exterior Finish :
LocoliTy Nolificotion lnformotion Form

Coloniol HeÌshls Aportmenis / Frederîckr
Describe Community Fociliiies: lo
UN
dr
fo
cili
tie
s
o
n
e
o
ch
tlo
or
o
n
d
o
m
m
UN
ilv
o
or
d
e
ns
o
dj
l. Units:
Number of low-income unils 14 # bedrooms 28
% Low-lncome Units I
Number of new unils 12 # bedrooms 24
Number of odoplive feuse units 2 # bedrooms 4
Number of rehobilitolion unils # bedrooms
Tolol number of oll unils 14 To'tol # bedrooms 28
2. Floor Areo:
Gross Residenliol FloorAreo I5ó02.ó3
Commerciol Floor Areo 0
Low]ncome Floor Areo I 5ó02.ó3
% Low-lncome Unit Floor Areo 104%
3. Number/Age of Buildings
Number of Buildings 2
Age of Building(s) New/I50 yrs Number ôf sfories: 3
4. Slructurol Feqtures (check oll thot opply):

Row House/Townhouse Gorden Aportments Slob on Grode
Detoched Single-fomily Detoched Two-fomily Bqsement
Elevotor Crowl Spoce
5. Building Syslems:
Describe Heoting/AC System :
Locolity Notificotion lnformolion Form

Coloniol Heighfs Aportments / Frederickr
PART IV - OWNER & SELLER INFORMATION
A. Owner lnformqtion
Owner Nome: Coloniol Heighfs Aportmenls 200ó, L.P. Phone: 540-ó04-9943x l2
Best Person lo Conloct: Gory Porker
Street Address: 208 Hudgins Rood
Cìty, Stote & Zip: rreoeñctisouro T zz¿oa
City Siofe 7ip
Type of enlity: Limited Portnership Other:

lndividuol(s) Corporotion
Lisl of Principols. Use the following os o guide to lisling principols.

ì. lf Portnership (owner or otherwise) - oll GPs, regordless of % interest in GP
2. lf on LLC - qll members regordless of % interesl
3. lf o Corporotion (public or privole), Orgonizotion or Governmentol Enlity - officers who ore direclly responsible lo the Boord of
Directors (or equivolenf) ond ony slockholder hov¡ng o 257o or more interest
4. lt o Trust - oll persons hoving o 257" or more beneficiol ownership interest in the ossets of the lrusl
5. lf on lndividuol (owner or otherwise) - onyone hoving o 257" or more ownership interesl of fhe nomed individuol
ó. lf Any Person thot Direclly or lndirectly Conlrols or Hos the Power lo Control o Principol
Nqmes Phone Type of Ownership % Ownership

Gory Porker for CVHC Coloniol Heighls AporlmenþA) 60!99Æ-El2- cP t00
B. Seller lnformolion:
Seller Nome: Centrol Viroinio Housinq Coolition
Seller Phone: 54O óO4 9943 exI l2
Streei Address: 208 Hudqins Rood
City, Stofe & Zip: Fredericksburg VA 22408
City Slote zip
lsthere on idenlity of inlerest between the seller ond owner/oppliconi? Yes .lo lf yes, complete
the following:
Noiure of ldentity of lnterest ( I ): Generol Portner
e.g. generol poriner, monoging membel conlrollìng shoreholder etc.
Nome Centrol Viroinio Housino Coolilion

Slreet Address 208 Hudqins Rood
Cily, Stote & Zip: Fredericksburo VA 22408
City Slole Lip
Noture of ldenfify of Inlerest (2):

e.g. generol porlner, monoging member, conirolling shoreholde[ e+c.
Nome
Streel Address
Ciiy, Stote & Zip:
Cily Slole tip
Locolity Noiificotion lnformolion Form

Colonial Heights - 2009 VA

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Colonial Heights - 2009 VA

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2009 Federal Low Income Housing

Tax Credit Program

Application For Reservation

Deadline for Submission

Tax Exemot Bonds

Virginia Housing Development Authority

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

2009 Submission Checklist

VI{D.A TaACTSNG" NUMBTN,

A. Development Name and Location:

Is this a Qualified Census Tract: Yes E !

2. Credits requested from:

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

n Tax Exempt Bonds

! acquisition and rehabilitation.

! This development will receive federal subsidies for:

D. Type(s) of Allocation/Allocation Year

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

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

E. Acquisition Credit Information

Ten-Year Rule For Acquisition Credits

Must be an ¡ndividual or legally formed entity

Federal I. D. No. 20-s162658 (If not available, obtain prior to Allocation)

c. Development Team Information:

1. Tax Attorney: Tom Thome-Thomsen Related Entity? !YesENo

2. Tax Accountant: Mike Vicars Related Entity? ! Yes E No

4. Management Entity (Contact): Gary Parker Related Entity? BYesINo

5. Contractor(Contact): ToddPeacock Related Entity? n Yes E No

6. Architect: Don Harwood Related Entity? IYesENo

7. Real Estate Attomey: Johnson Kanady Related Entity? IYesENo

8. Mortgage Banker: Related Entity? EYesENo

9. Other (Contact): Related Entity? !YesENo

l. Nonprofit Involvement (All Applicants)

4. Identity of Nonprofit (All nonprofit applicants)

Percentage of Nonproht Ownership (All nonprofit applicants)

III. DEVELOPMENT INFORMATION

A. Structure and Units:

Number of low-income rental units T bedrooms

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

! Row House/ Iownhouse ! Detached Stngle-tamily

3. Number of new units 12 bedrooms 24

4. Total Floor Area For The Entire Development -

6. Nonresidential Commercial Floor Area 0.00 rsq nl

8. Number of Buildings (containing rental units)

9. Commercial Area Intended Use:

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

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

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

894 e Pereentage efexterio

!+ Att kit€h€n and têundry ap

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

tri= Preyide necessary in i€è

!i= nU water heaters

Fer elt ereje€ts ex ion-

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

Earthcraft or LEED Development Certifïcation

LEED Accredited Design Team Member

Universal Design - Units Meeting Universal Design Standards

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

VHDA Certified Property Management Agent

IV. TENANT INFORMATION

A. Set-Aside Election: UNITS SELECTED BELOW IN BOTH COLUMNS DETERLINE

Units Provided Per Household'l'ype:

0 0.00% 40Yo Area Median 2 14.29% 40o/o AreaMedian